TCRLA_Public/080527.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

            Tuesday, May 27, 2008, Vol. 9, No. 104

                            Headlines


A R G E N T I N A

AGENCIA DE INVESTIGACIONES: Claims Verification Is Until June 18
ALITALIA SPA: European Commission Yet to Receive Loan Details
ATLANTA SA: Proofs of Claim Verification Deadline Is July 21
CLINICA Y SANATORIO: Trustee Verifies Claims Until June 9
CREAR COMUNICACIONES: Claims Verification Deadline Is July 17

FORD MOTOR: Is Neutral on Trancinda's Offer of US$8.50/Share
FORD MOTOR: Heightened Concerns Cue S&P's Outlook Change
GEOTEG SA: Trustee to File Individual Reports on Oct. 3
JULIAN ALVAREZ: Proofs of Claim Verification Deadline Is July 14
LA INDUSTRIAL EDUARDO: Files for Reorganization in Court

LS AUTOMOTOS: Files for Reorganization in Buenos Aires Court
PAN AMERICAN: Secures US$200 Million Syndicated Loan
SERVICIOS Y RECREACION: Claims Verification Is Until June 20
THOMAS 1151: Trustee to File Individual Reports on Sept. 10
USG CORP: Asbestos PI Trust Files Annual Report Ending Dec. 2007

VILCOM SRL: Trustee Verifies Proofs of Claim Until June 13
VISTEON CORP: Launches Tender Offer of US$344MM of 8.25% Notes


B E R M U D A

INTEGRATED FINANCIAL: Proofs of Claim Filing Deadline Is June 20
INTEGRATED FINANCIAL: Final Shareholders Meeting Is on July 1
INTELSAT LTD: Kay Sears to Lead Intelsat General
SCOTTISH RE: S&P Cuts Counterparty Credit Rating to CCC- From B
STARR VOLARIS: Proofs of Claim Filing Deadline Is June 10

STARR VOLARIS: Sets Final Shareholders Meeting for July 1


B R A Z I L

AMERICAN AXLE: UAW Members Ratify Tentative Labor Agreements
BANCO BRADESCO: Calls for Banco Nossa Auction
BANCO BRADESCO: Expects 1.6 Million New Bank Accounts in 2008
BANCO DO BRASIL: Banks Question Takeover of Banco Nossa
BANCO ITAU: Eyes Two Million New Consumer Accounts in 2008

BANCO ITAU: Objects to Banco Nossa Sale Without Auction
BANCO NOSSA: Banco Itau Balks Selling Assets to Banco do Brasil
BANCO PANAMERICANO: Moody's Rates MTN Program & Sr. Notes at Ba2
BEAR STEARNS: Gets Breach of Contract Lawsuit From HQ Landowner
EL PASO: Prices US$600 Million Offering of 7.25% Senior Notes

EL PASO: S&P Puts 'BB-' Rating on US$500MM Senior Unsec. Notes
EL PASO: Moody's Affirms Ba3 Ratings; Outlook Remains Positive
EL PASO: Fitch Rates Proposed US$500MM Unsecured Sr. Notes BB+
FIAT SPA: To Invest US$300 Million at Argentine Site
GERDAU SA: Unit Buys 28.88% Stake in Acos Villares for BRL1.3B

NRG ENERGY: Calpine Offer Cues Fitch's Evolving Watch
NRG ENERGY: Calpine Buyout Offer Cues S&P's Negative CreditWatch
POLYPORE INT'L: Prices 7.5 Million Shares at US$24 Per Share
UNIAO DE BANCOS: Calls for Banco Nossa Auction


C A Y M A N  I S L A N D S

BLACK JAGUAR: Will Hold Final Shareholders Meeting on May 28
BLUE STREAM: Sets Final Shareholders Meeting for May 28
CABLE & WIRELESS: Asset Review Cues S&P to Revise Rating Outlook
CARD AND CREDIT: Final Shareholders Meeting Is on May 28
CHINA MAGNESIUM: To Hold Final Shareholders Meeting on May 28

EIGHT WINDS: Will Hold Final Shareholders Meeting on May 28
LUCKY BREAKS: Final Shareholders Meeting Is on May 28
OSPREY COMPANY: Sets Final Shareholders Meeting for May 28
TPS PALMERA: Will Hold Final Shareholders Meeting on May 28
TPS SAN JOSE: Sets Final Shareholders Meeting for May 28

VISTA GENERAL: Final Shareholders Meeting Is on May 28


C O L O M B I A

PARKER DRILLING: Moody's Upgrades Corporate Family Rating to B1


G U A T E M A L A

BRITISH AIRWAYS: BALPA Drops High Court Action Over Treaty


J A M A I C A

CABLE & WIRELESS: Jamaican Unit to Launch Subscriber Television
CASH PLUS: U.S. Investors to File Lawsuit Against Firm


M E X I C O

AMERICAN APPAREL: LaSalle Bank Waives Covenant Violation in Deal
BHM TECHNOLOGIES: Court Okays Use of Lenders' Cash Collateral
BHM TECHNOLOGIES: Negotiates Plan Term Sheet with AEP & Lenders
BHM TECHNOLOGIES: Wants to Obtain US$45,000,000 in DIP Financing
BLUE WATER: Bankruptcy Court Approves Disclosure Statement

CABLEMAS SA: To Issue 1st Quarter 2008 Earnings Result on May 30
FRONTIER AIRLINES: Panel Wants to Hire Houlihan Lokey
FRONTIER AIRLINES: Section 341(a) Meeting Slated for June 13
LEAR CORP: S&P Holds 'B+' Rating and Removes Negative Watch
POLYMER GROUP: Commemorates US$50 Mil. Plant Expansion in Mexico

* TULTITLAN: Moody's Ups Issuer Rating; Holds B1 Global Scale


P A N A M A

CABLE & WIRELESS: S&P Revises Outlook to Developing From Stable
EMPRESAS ICA: Panama Unit Opens "Las Islas de Punta Pacifica"


P U E R T O  R I C O

AFC ENTERPRISES: To File 2008 First Quarter 10-Q Form Tomorrow
ANGEL MARTINEZ: Case Summary & Largest Unsecured Creditor
HORIZON LINES: Likely Earnings Pressure Cues S&P's Neg. Outlook
SALLY BEAUTY: March 31 Balance Sheet Upside-Down by US$753.3 Mln


V E N E Z U E L A

ASPEN TECHNOLOGY: Defers Financials Filing Due to Acctg. Errors


* Large Companies With Insolvent Balance Sheet


                         - - - - -


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

AGENCIA DE INVESTIGACIONES: Claims Verification Is Until June 18
----------------------------------------------------------------
The court-appointed trustee for Agencia de Investigaciones
Privadas Master Seguridad Integral S.A.'s bankruptcy proceeding,
will be verifying creditors' proofs of claim until
June 18, 2008.

The trustee will present the validated claims in court as
individual reports on Aug. 11, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Agencia de Investigaciones 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 Agencia de
Investigaciones' accounting and banking records will be
submitted in court on Sept. 29, 2008.


ALITALIA SPA: European Commission Yet to Receive Loan Details
-------------------------------------------------------------
The European Commission has yet to receive details of the
EUR300-million financing provided by the Italian government to
Alitalia S.p.A., Thomson Financial News reports.

As previously reported in the Troubled Company Reporter-Europe,
the Commission has given Italy until May 30, 2008, to prove that
the loan was offered to Alitalia on commercial terms.

The European Commission is reviewing the loan for possible
violation of the European Union rule on state aid.  European
Union Transport Commissioner Jacques Barrot said Alitalia's weak
coffers have raised doubts on the legality of the loan.

As reported in the TCR-Europe on May 23, 2008, the Italian
government decided to convert its EUR300 million loan to equity
in order to gain approval from Alitalia's Board of Auditors.

Italian Economic Minister Giulio Tremonti, the decision is "a
temporary measure to prevent the Board of auditors from raising
objections.

Mr. Tremonti assured Italy will provide details of the measure
to the European Commission.

                         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.


ATLANTA SA: Proofs of Claim Verification Deadline Is July 21
------------------------------------------------------------
Jacobo Michan, the court-appointed trustee for Atalanta SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 21, 2008.

Mr. Michan will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 25 in Buenos Aires, with the assistance of Clerk
No. 50, 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 Atalanta 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 Atalanta's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

                    Atalanta SA
                    Laprida 1483
                    Buenos Aires, Argentina

The trustee can be reached at:

                    Jacobo Michan
                    Paraguay 2492
                    Buenos Aires, Argentina


CLINICA Y SANATORIO: Trustee Verifies Claims Until June 9
---------------------------------------------------------
The court-appointed trustee for Clinica y Sanatorio Doctor
Eduardo Wilde S.A.'s reorganization proceeding will be verifying
creditors' proofs of claim until June 9, 2008.

The trustee will present the validated claims in court as  
individual reports on July 23, 2008.  The National Commercial
Court of First Instance in Lomas de Zamora, 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 Clinica y Sanatorio 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 Clinica y Sanatorio's
accounting and banking records will be submitted in court on
Oct. 2, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on June 16, 2009.


CREAR COMUNICACIONES: Claims Verification Deadline Is July 17
-------------------------------------------------------------
The court-appointed trustee for Crear Comunicaciones S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 17, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 11, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Crear Comunicaciones 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 Crear Comunicaciones'
accounting and banking records will be submitted in court on
Oct. 23, 2008.


FORD MOTOR: Is Neutral on Trancinda's Offer of US$8.50/Share
------------------------------------------------------------
The Board of Directors of Ford Motor Company has determined that
Ford will express no opinion and is neutral with respect to
Tracinda Corporation's tender offer to purchase up to 20 million
shares of Ford's common stock at a price of US$8.50 per share,
net to the seller in cash.

As reported in the Troubled Company Reporter-Latin America on
May 15, 2008, the Board recommended that its stockholders take
no action at this time in response to the announcement by
Tracinda that it has commenced a tender offer to acquire up to
20 million shares of Ford's common stock at a price of US$8.50
per share.

On April 2008, Tracinda disclosed that it will make a cash
tender offer for up to 20 million shares of common stock of Ford
at a price of US$8.50 per share.  The offer price represents a
13.3% premium over Ford's closing stock price of US$7.50 on
April 25, 2008 and a 38.7% premium over Ford's closing stock
price on April 2, 2008, the day upon which Tracinda began
accumulating shares in the company.  The shares to be purchased
pursuant to the offer represent approximately 1% of the
outstanding shares of Ford common stock.  Tracinda Corporation,
of which Kirk Kerkorian is the sole shareholder, currently owns
100 million shares of Ford common stock, which represents
approximately 4.7% of the outstanding shares.  Tracinda's
average cost for such shares is approximately US$6.91 per share.  
Upon completion of the offer, Tracinda would beneficially own
120 million shares of Ford common stock, or approximately 5.6%
of the outstanding shares.

The shares sought in the tender offer represent just less than
1% of Ford's outstanding common stock.  According to the
Schedule TO filed by Tracinda on May 9, 2008, Tracinda's tender
offer will expire on June 9, 2008 at 5 p.m., New York City time,
unless the offer is extended.

Additional information regarding the Board's determination on
the tender offer, including a copy of Ford's statement on
Schedule 14D-9, in which Ford responds to Tracinda's tender
offer, is available without charge at
http://ResearchArchives.com/t/s?2c87

The Board and management of Ford remain committed to enhancing
value for all of Ford's stockholders by continuing to execute
the four key priorities of its business plan: aggressively
restructure to operate profitably at the current demand and
changing model mix; accelerate the development of new products
that customers want and value; finance the plan and improve the
balance sheet; and work together effectively as one team to
leverage global resources.  Ford will continue to communicate
with stockholders regarding these matters.

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2008, Standard & Poor's Ratings Services said that the
ratings and outlook on Ford Motor Co. and Ford Motor Credit Co.
(both rated B/Stable/B-3) were not affected by Ford's
announcement of an agreement to sell its Jaguar and Land Rover
units to Tata Motors Ltd. (BB+/Watch Neg/--) for US$2.3 billion
(before US$600 million of pension contributions by Ford for
Jaguar-Land Rover).

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings
of Ford Motor Company and Ford Motor Credit Company at 'B', and
maintained the Rating Outlook at Negative.

In November 2007, Moody's Investors Service affirmed the long-
term ratings of Ford Motor Company (B3 Corporate Family Rating,
Ba3 senior secured, Caa1 senior unsecured, and B3 probability of
default), but changed the rating outlook to Stable from Negative
and raised the company's Speculative Grade Liquidity rating to
SGL-1 from SGL-3.  Moody's also affirmed Ford Motor Credit
Company's B1 senior unsecured rating, and changed the outlook to
Stable from Negative.  These rating actions follow Ford's
announcement of the details of the newly ratified four-year
labor agreement with the United Auto Workers.


FORD MOTOR: Heightened Concerns Cue S&P's Outlook Change
--------------------------------------------------------
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,
S&P 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 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 $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 S&P's expectation, but S&P are now concerned that cash
use could improve only moderately in 2009.  S&P expect the
company to move to a net debt position in 2008.
     
S&P believe 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 expect 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 S&P's ratings because they do
not believe it portends a major shift in Ford's turnaround
strategy.
     
Ford's outlook is negative.  S&P could place its 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, S&P 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.

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

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


GEOTEG SA: Trustee to File Individual Reports on Oct. 3
-------------------------------------------------------
Monica Rajo, the court-appointed trustee for Geoteg S.A.'s
reorganization proceeding, will present the validated claims as   
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Oct. 3, 2008.

Ms. Rajo be verifying creditors' proofs of claim until
Aug. 22, 2008.  She will submit to court a general report
containing an audit of Geoteg's accounting and banking records
on Nov. 17, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on May 27, 2009.

The debtor can be reached at:

           Geoteg SA
           Tucuman 540
           Buenos Aires, Argentina

The trustee can be reached at:

           Monica Rajo
           Viamonte 2359
           Buenos Aires, Argentina


JULIAN ALVAREZ: Proofs of Claim Verification Deadline Is July 14
----------------------------------------------------------------
Adalberto Corbelleri, the court-appointed trustee for Julian
Alvarez Automotores S.A.'s bankruptcy proceeding, will be
verifying creditors' proofs of claim until July 14, 2008.

Mr.  Corbelleri will present the validated claims in court as
individual reports on Sept. 8, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Julian Alvarez 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 Julian Alvarez's
accounting and banking records will be submitted in court on
Oct. 20, 2008.

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

The trustee can be reached at:

         Adalberto Corbelleri
         Carabobo 237
         Buenos Aires, Argentina


LA INDUSTRIAL EDUARDO: Files for Reorganization in Court
--------------------------------------------------------
La Industrial Eduardo T. Carrizo S.A.I. y C. has requested for
reorganization approval after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow La Industrial Eduardo 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.  


LS AUTOMOTOS: Files for Reorganization in Buenos Aires Court
------------------------------------------------------------
L.S. Automotos SRL has requested for reorganization approval
after failing to pay its liabilities.

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

The case is pending in the National Commercial Court of First
Instance No. 24 in Buenos Aires.  Clerk No. 48 assists the court
in this case.

The debtor can be reached at:

              L.S. Automotos SRL
              Cesar Diaz 5549
              Buenos Aires, Argentina


PAN AMERICAN: Secures US$200 Million Syndicated Loan
----------------------------------------------------
Dow Jones Newswires reports that Pan American Energy LLC has
secured a US$200 million syndicated loan for its 2008 investment
plans.

According to Dow Jones, Pan American identified these firms as
joint-lead arrangers:

          -- Calyon,
          -- JP Morgan, and
          -- ABN Amro.

Dow Jones notes that additional funds will come from:

          -- Itau,
          -- Natixis,
          -- Rabobank, and
          -- Export Development Canada.

Pan American told Dow Jones that the three-year loan has a two-
year grace period.  Pan American initially US$150 million, but
increased the amount due to heavy demand from banks, Dow Jones
states.

Pan American Energy LLC is the second largest oil and gas
producer in Argentina.  Also, PAE performs exploration and
production activities in Bolivia.  Total Fiscal Year 2006
production of 242 thousand barrels of oil equivalent per day was
split 51:49 between oil and gas.  Bolivia represented 23% of
proved reserves and 10% of both production and revenues at FY06.
The proved reserve life is 14 years and 60% of reserves are
developed.  Outside E&P, other assets include participation in
oil transportation, storage and loading, gas distribution and
power generation in Argentina, Uruguay and Bolivia.  Created in
1997 as a Delaware holding company, PAE is owned 60% by BP and
40% by Bridas.  The Argentine Branch has historically been PAE's
primary subsidiary both in terms of assets and revenues and the
entity that assumes most of the financial debt for the whole
group.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Fitch Ratings has upgraded the foreign currency
Issuer Default Rating of Pan American Energy LLC to 'BB' from
'BB-' and the local currency IDR to 'BB+' from 'BB'.  In
conjunction with this action, Fitch has upgraded the following
debt instruments and subsidiaries.  The Rating Outlook for all
IDRs is Stable.  Approximately US$1.0 billion of debt securities
are affected.

As reported in the Troubled Company Reporter-Latin America on
Oct. 26, 2007, Moody's Investors Service has upgraded Pan
American Energy LLC's global local currency issuer rating to Ba1
from Ba2.  At the same time, Moody's upgraded Pan American
Energy LLC, Argentine Branch's foreign currency note ratings to
Ba2 from Ba3.  The global local currency rating and foreign
currency note ratings have a stable outlook.  The company's
foreign currency Corporate Family Rating of B2, positive
outlook, was not affected by the rating actions, as the foreign
currency Corporate Family Rating is constrained by Argentina's
B2 ceiling, which has a positive outlook.



SERVICIOS Y RECREACION: Claims Verification Is Until June 20
------------------------------------------------------------
The court-appointed trustee for Servicios y Recreacion S.R.L.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 20, 2008.

The trustee 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 Servicios y
Recreacion 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 Servicios y
Recreacion's accounting and banking records will be submitted in
court.

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


THOMAS 1151: Trustee to File Individual Reports on Sept. 10
-----------------------------------------------------------
Norberto Bonesi, the court-appointed trustee for Thomas 1151
S.A.'s bankruptcy proceeding, will present the validated claims
as individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 10, 2008.

Mr. Bonesi will be verifying creditors' proofs of claim until
July 8, 2008.  He will submit to court a general report
containing an audit of Thomas 1151's accounting and banking
records on Oct. 22, 2008.

Mr. Bonesi is also in charge of administering Thomas 1151's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

           Thomas 1151 S.A.
           Alvarez Thomas 1151
           Buenos Aires, Argentina

The trustee can be reached at:

           Norberto Bonesi
           J.B. Justo 5096
           Buenos Aires, Argentina


USG CORP: Asbestos PI Trust Files Annual Report Ending Dec. 2007
----------------------------------------------------------------
Philip A. Pahigian, Lewis R. Sifford, and Charles A. Koppelman,
Trustees of the USG Asbestos Personal Injury Settlement Trust
that was created pursuant to the confirmed Joint Plan of
Reorganization of USG Corp. and its debtor-affiliates, submitted
an annual report for the year beginning January 1, 2007, through
December 31, 2007.

Funded in accordance with the Plan, the PI Trust aims to assume
all responsibility of the PI Trust Claims, and to use the assets
of the PI Trust to pay both present and future asbestos
claimants, in a way that PI Trust Claim holders are treated
fairly, equitably, and reasonably in light of the finite assets
available to satisfy the claims.

                     Trust Administration

Kathleen Campbell Davis, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, counsel for the PI Trust, told the U.S.
Bankruptcy Court for the District of Delaware that Mr. Koppelman
replaced Thomas M. Thully, who resigned from his position as a
PI Trustee on January 17, 2008.  Mr. Pahigian served as the
Managing Trustee of the Trust during the Reporting Period.  

Analysis Research Planning Consulting served as the Trust's
executive director.  Campbell & Levine, LLC, of Pittsburgh,
Pennsylvania, and Wilmington, Delaware, is the Trust's general
counsel.

For the fiscal year 2007, the Plan Trustees held formal meetings
in accordance with the requirements of the PI Trust Agreement.   
In attendance at the meeting were the Trustees, representatives
of the Trust Advisory Committee, and Dean M. Trafelet, the
Future Claims Representative.

The TAC members are Russell W. Budd, John D. Cooney, Theodore
Goldberg, Steven Kazan, Perry Weitz, and Joseph F. Rice.

The Plan Trustees also held regularly scheduled weekly
teleconferences, met individually with PI Trust advisors, held
executive sessions and special purpose meetings, and devoted
considerable time to Trust matters outside of scheduled
meetings.

The Trustees' other activities in 2007 included:

   * preparing for the timely transfer of the trust assets;

   * receiving and deploying the trust assets with investment
     managers;

   * designing and implementing processes to receive, process,
     and pay claims pursuant to the Trust Distribution
     Procedures; and

   * communicating with personal injury claimants regarding the
     processing of claims, and continual monitoring of
     the claims and investment processes.

Ms. Davis said that all distributions related to the  
compensation and expense reimbursements for the Trustees, the
TAC, and the FCR, were made in accordance with the Trust
Agreement guidelines and applicable bylaws.

          Compensation for Trustees and Trust Advisors

Compensation and expenses incurred by the Plan Trustees, the TAC
members, the FCR, and their professionals totaled US$1,382,624
for the year ended December 31, 2007:

                                  Fees     Expenses    Retainer  
                                --------   --------    --------   
   Plan Trustees              US$756,329  US$41,566  US$185,000
   FCR                            91,488     16,342           0
   FCR's Counsel                  49,827      4,087           0
   TAC Members                    88,000     26,067           0
   TAC Counsel                   123,090      4,750           0

            Claims Processing & Investment Management

The Trustees selected the Delaware Claims Processing Facility to
process the PI Trust claims.  The Trust retained Campbell &
Levine, LLC, of Pittsburgh, Pennsylvania, and Wilmington,
Delaware, as its general counsel.

Cambridge Associates, LLC, in Boston, Massachusetts, continues
to serve as the PI Trust's investment advisor; and advises the
Trustees on asset allocation, cash flow modeling, and the
selection and oversight of individual investment managers for
the investable portions of the Trust's portfolio.

Pursuant to the recommendation of Cambridge Associates; the
currently anticipated timing of the liquidity needs of the Trust
to pay claims; and the Trust's status as a federal tax paying
"qualified settlement fund," the Trust's investable assets are
allocated among investment types in these percentages:

   * 85% of the invested assets are committed to tax-exempt
     fixed income products, with 64.7% allocated to
     intermediate-term municipal bonds and 35.3% allocated to
     short-term municipal bonds; and

   * 15% of the invested assets are committed to equity
     investments, with 33.33% allocated to managers investing in
     U.S. equities and 66.7% allocated to managers investing in
     non-U.S. equities.

The Trust also retained:

   * Northern Trust, Mercator, Hansberger, Southeastern
     (Longleaf Partners International Fund), and Gryphon as non-
     U.S. equity managers;

   * Northern Trust as U.S. equity manager;
  
   * BlackRock, Schroders, Morgan Stanley, Northern Trust and
     M.D. Sass as intermediate-term municipal bond managers; and

   * BlackRock and Columbia as short-term municipal bond
     managers.  
     
Northern Trust also served as custodian for the PI Trust's
investment accounts.  In 2007, the Trustees regularly met with
Cambridge Associates for updates and reports on the investments
and to review investment performance and investment strategy.  
The Trustees also met at least once with each investment manager
and to review performance and investment strategy.

During the Reporting Period, the Trust prepared for the timely
transfer of assets from the Debtors and other transferors;
received the assets and deployed them to the Trust custodians
and investment managers; and monitored the investments on a
continual basis.

                       Summary of Claims

The Trustees note that the PI Trust began to accept and process  
unliquidated claims on February 19, 2007.  As of December 31,
2007, the Trust received and processed 413 prepetition
Liquidated PI Trust Claims and paid 423 claims.  From the 423
claims paid, 69 are malignancy claims and 354 are non-malignancy
claims.  After application of the payment percentage and
applicable sequencing adjustment, the Trust paid about
US$8,000,000 to asbestos victims as settlement of their
prepetition Liquidated PI Trust Claims.  

The malignant to non-malignant ratio of the Prepetition
Liquidated PI Trust Claims paid in number was 1/5 and the
malignant to non-malignant ratio of the prepetition Liquidated
Trust Claims in dollars paid was 4/1.

In 2007, the Trust received 123,783 Unliquidated PI Trust Claims
for processing and paid 5,281 claims.  From those paid claims,
504 were malignancy claims and 4,777 were non-malignancy claims.

After application of the payment percentage and applicable
sequencing adjustment, the Trust paid about US$35,000,000 to  
asbestos victims to settle their Unliquidated PI Trust Claims.

The malignant to non-malignant ratio of Unliquidated PI Trust
Claims paid in number was 1/9 and the malignant to non-malignant
ratio of the Unliquidated PI Trust Claims in dollars paid was
2/1.

A summary of the claims processing procedures and policies is
available at the Trust's Web site:

               http://www.usgasbestostrust.com

A full-text copy of the PI Trust's 2007 Annual Report is
available for free at:

      http://bankrupt.com/misc/USGPITrust2007Report.pdf

                      About USG Corporation

Based in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, manufactures   
and distributes building materials producing a wide range of
products for use in new residential, new nonresidential and
repair and remodel construction, as well as products used in
certain industrial processes.  The company has manufacturing and
distribution facilities in Argentina, Aruba, Bahamas, Barbados,
Belize, Bermuda, Bolivia, Brazil, Cayman Islands, Chile,
Colombia, Costa Rica, Curacao, Dominican Republic, Ecuador, El
Salvador, Guatemala, Haiti, Honduras, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Suriname,
Trinidad, Uruguay and Venezuela.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed US$3,252,000,000 in
assets and US$2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                          *     *     *
               
As reported in the Troubled Company Reporter-Ltin America on
Feb. 29, 2008, Moody's Investors Service downgraded the debt
ratings of USG to Ba2 reflecting the ongoing pressure on the
company's financial performance caused by the sharp contraction
in the new home construction market.  At the same time a
corporate family rating of Ba2 and a speculative grade rating of
SGL-2 were assigned.  Moody's said the ratings outlook is
negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of US$1.2 billion and a net loss of
US$28 million.

The TCR reported on March 12, 2008, that Standard & Poor's
Ratings Services affirmed its ratings for USG Corp., including
its 'BB+' corporate credit and senior unsecured debt ratings.  
All ratings were removed from CreditWatch, where they were
placed with negative implications on Jan. 30, 2008.  S&P's said
The outlook is negative.


VILCOM SRL: Trustee Verifies Proofs of Claim Until June 13
----------------------------------------------------------
The court-appointed trustee for Vilcom S.R.L.'s reorganization
proceeding will be verifying creditors' proofs of claim until
June 13, 2008.

The trustee will present the validated claims in court as  
individual reports on Aug. 8, 2008.  The National Commercial
Court of First Instance in San Isidro, 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 Vilcom 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 Vilcom's accounting
and banking records will be submitted in court on
Sept. 19, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on March 27, 2009.

The debtor can be reached at:

                 Vilcom S.R.L.
                 Avenida Maipu 1037, Vicente Lopez
                 Buenos Aires, Argentina
                 Phone: (011) 4791-9111


VISTEON CORP: Launches Tender Offer of US$344MM of 8.25% Notes
--------------------------------------------------------------
Visteon Corporation commenced a tender offer for up to
US$344 million of its 8.25% notes due August 2010.  Each
Eligible Holder who tenders Old Notes in the tender offer is
required, as a condition to such Eligible Holder's participation
in the tender offer, to purchase a principal amount of Visteon's
new 12.25% senior notes due 2016 equal to 60% of the aggregate
principal amount of Notes purchased from such Eligible Holder
pursuant to the tender offer at a purchase price equal to
91.621% of the principal amount thereof.

The tender offer and offering of New Notes are being made only
to holders of the Old Notes that are qualified institutional
buyers and institutional accredited investors inside the United
States, and to certain non-U.S. investors located outside the
United States.

The total consideration for each US$1,000 principal amount of
Old Notes validly tendered and not withdrawn pursuant to the
tender offer is US$978.30.  Eligible Holders must validly tender
and not withdraw Old Notes and commit to purchase the applicable
amount of New Notes on or prior to 5 p.m., New York City time,
on June 2 in order to be eligible to receive the Total
Consideration for such Notes purchased in the tender offer.  The
Total Consideration includes an early tender payment of US$40
per US$1,000 principal amount of Notes payable in respect of Old
Notes validly tendered and not withdrawn on or prior to the
Early Tender Deadline. The tender offer will expire at 11:59
p.m., New York City time, on June 16, 2008, unless extended or
earlier terminated by Visteon.

Holders who validly tender their Old Notes and commit to
purchase the applicable amount of New Notes after the Early
Tender Date and on or prior to the Expiration Date will be
eligible to receive an amount, paid in cash, equal to the Total
Consideration less the US$40 Early Tender Payment per US$1,000
principal amount of Old Notes tendered.  Tenders of Old Notes
may be withdrawn at any time before the Early Tender Deadline,
but not thereafter, unless Visteon reduces either the principal
amount of the Old Notes subject to the tender offer or the Total
Consideration or withdrawals are otherwise required by law to be
permitted.

Prior to launching the tender offer, Visteon had discussions
with Eligible Holders of approximately US$201 million in
aggregate principal amount of the Old Notes regarding the
proposed terms and conditions of the tender offer and the
offering of New Notes.  Based on such discussions, Visteon
believes that such holders intend to tender all of their Old
Notes pursuant to the terms of the tender offer and purchase the
required amount of New Notes.

Eligible Holders whose Old Notes are accepted for payment in the
tender offer shall receive accrued and unpaid interest in
respect of such purchased notes from the last interest payment
date to, but not including, the settlement date for the tender
offer and the offering of New Notes, which is expected to be
June 18, 2008, unless the tender offer is extended by Visteon,
assuming all conditions to the tender offer have been satisfied
or waived.

In the event of an over-subscription of the tender offer, Old
Notes tendered on or prior to the Expiration Date will be
subject to proration.

Visteon's obligation to accept for payment and to pay for Old
Notes validly tendered and not withdrawn pursuant to the tender
offer is conditioned upon:

   (a) the tender of no less than US$300 million in aggregate
       principal amount of Old Notes,

   (b) the consummation of the concurrent offering of New Notes
       to the Eligible Holders and the satisfaction by each
       Eligible Holder tendering Old Notes of such Eligible
       Holder's obligation to purchase its applicable amount of
       New Notes in the concurrent note offering, and

   (c) satisfaction of certain general conditions.

The New Notes will be senior unsecured obligations of Visteon
Corporation and will be guaranteed by certain of its U.S.
subsidiaries.  The New Notes will mature on Dec. 31, 2016, and
will bear interest at a rate per annum equal to 12.25%.  The New
Notes will include a put option pursuant to which a holder can
require Visteon to repurchase all or a portion of such holder's
New Notes on Dec. 31, 2013 at 100% of the principal amount
thereof plus accrued and unpaid interest to such date.

All or a portion of the New Notes can be redeemed by Visteon:

   (a) prior to Dec. 31, 2013, at par plus a make-whole premium
       and

   (b) on or after Dec. 31, 2013, at specified redemption
       prices, plus in each case accrued and unpaid interest,
       including, if applicable, liquidated damages on the
       principal amount of New Notes being redeemed.

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.

Visteon Corporation's balance sheet at March 31, 2008, showed
total assets of US$7.2 billion and total liabilities of
US$7.3 billion resulting in a total shareholders' deficit of
about US$136 million.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2008, Standard & Poor's Ratings Services assigned its
'B-' issue-level rating and '5' recovery rating to Visteon
Corp.'s proposed issuance of as much as US$210 million in senior
unsecured notes due 2016.  The 'B-' issue-level rating is one
notch below the corporate credit rating on the company, and the
'5' recovery rating indicates the expectation for modest (10%-
30%) recovery in the event of a payment default.

To date, Visteon Corp. holds Moody's Investors Service's Caa2
senior unsecured debt rating, and Fitch Ratings Services' CC
senior unsecured debt rating and CCC long-term issuer default
rating.



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

INTEGRATED FINANCIAL: Proofs of Claim Filing Deadline Is June 20
----------------------------------------------------------------
Integrated Financial Services Limited's creditors are given
until June 20, 2008, to prove their claims to Christopher
Morris, 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.

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

The liquidator can be reached at:

         Christopher Morris
         c/o Arthur Morris Christensen & Co.
         Century House, 16 Par-la-Ville Rd.
         Hamilton HM08, Bermuda


INTEGRATED FINANCIAL: Final Shareholders Meeting Is on July 1
-------------------------------------------------------------
Integrated Financial Services Limited will hold its final
general meeting on July 1, 2008, at 9:30 a.m. at Mello Jones &
Martin, Thistle House, 4 Burnaby Street, Hamilton HM11, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.


INTELSAT LTD: Kay Sears to Lead Intelsat General
------------------------------------------------
Intelsat Ltd. has reported that satellite industry veteran Kay
Sears has been named President of the company's subsidiary,
Intelsat General, effective 30 June 2008.  Ms. Sears will
replace departing Intelsat General President & CEO William
Shernit, who has notified the company of his decision to resign,
effective 30 June 2008, and return to retirement.  Most
recently, Ms. Sears served as Senior Vice President of Sales and
Business Development of Intelsat General.

David McGlade, Intelsat's Chief Executive Officer, stated: "The
use of commercial satellite capacity for civil and defense-
related government applications represents a major customer set
for Intelsat.  Our Intelsat General business is viewed as a
trusted partner by the government, and is respected for its
ability to quickly respond to governmental requirements around
the world.  Kay's strong industry background and energetic
leadership style will enable Intelsat General to explore new
areas of growth, such as hosted payloads, while staying focused
on providing our customers with the technical capabilities for
which we are known."

Mr. McGlade added, "Bill Shernit came to Intelsat General at a
critical time in the development of Intelsat General.  His
senior leadership and experience were instrumental to keeping
the business on track as we completed the significant
integration tasks following the acquisition of PanAmSat and its
G2 government business.  We thank him for his contributions to
Intelsat, and we wish him every success in his future
endeavors."

Ms. Sears, who has over 20 years' experience in the satellite
industry, holds an MBA from George Washington University and a
B.S. from the University of Richmond.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million as of March 31, 2008.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Bermuda-based Intelsat Ltd. to 'B'
from 'B+' and removed the ratings from CreditWatch.  S&P said
the outlook is stable.


SCOTTISH RE: S&P Cuts Counterparty Credit Rating to CCC- From B
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its counterparty
credit rating on Scottish Re Group Ltd. to 'CCC-' from 'B' and
its counterparty credit and financial strength ratings on
Scottish Re's operating companies to 'B-' from 'BB'.
     
S&P also said that it lowered its ratings on all these
companies' dependent unwrapped securitized deals by four
notches.
     
All of these ratings remain on CreditWatch with negative
implications.
      
"The downgrade reflects our materially increased estimate of
expected losses on Scottish Re's residential mortgage-backed
securities investments since initially placing the ratings on
CreditWatch on Jan. 31, 2008," explained S&P's credit analyst
Robert A. Hafner.  Because of the disclosure of a material
weakness in their accounting controls and the pending revised
application of accounting principles to its distressed assets
S&P believes Scottish Re's financial flexibility could be
severely limited.
     
The rating action also reflects S&P's opinion that an obligor
rated 'CCC' is currently vulnerable and is dependent upon
favorable business, financial, and economic conditions to meet
its financial commitments.
     
Since S&P placed the ratings on CreditWatch, Scottish Re has
significantly reduced the risk of losing material reserve
credits secured through its XXX securitizations.  The loss
of reserve credits could still occur, but the magnitude of the
potential shortfall is greatly reduced.  However, losing reserve
credits would immediately affect Scottish Re's capitalization
because the company would have to post collateral external to
the XXX structures to reestablish the reserve credits.  The
company's capacity to post the required capital if it becomes
necessary continues to be increasingly strained, and present
circumstances make it exceedingly difficult for Scottish Re to
source external capital infusions until the market disruption
dissipates and the impact on the company is known with near
certainty.
     
The company's weakened financial condition has also resulted
in a discretionary payment default on its US$125 million of
7.25% noncumulative perpetual preferred shares.  On April 14,
2008, the company also notified the holders of these shares that
it might not pay the July dividend and may be precluded by the
terms of the shares from declaring and paying dividends on the
Oct. 15, 2008, dividend payment date.
     
The ratings will remain on CreditWatch negative until S&P can
determine the full extent to which the company's limited
financial flexibility and reduced financial strength are
weakened.  This will not likely be determinable until the
company is able to file its outstanding financial reports.  "We
will lower the ratings further if the deterioration is more
severe than expected," Mr. Hafner added.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a  
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish
Re Capital Markets, Inc., a member of Scottish Re Group Ltd.,
is a registered broker dealer that specializes in securitization
of life insurance assets and liabilities.  On Sept. 30, 2007,
Scottish Re reported total assets of US$13.4 billion and
shareholder's equity of US$869 million.


STARR VOLARIS: Proofs of Claim Filing Deadline Is June 10
---------------------------------------------------------
Starr Volaris Limited's creditors are given until June 10, 2008,
to prove their claims to Andrew Martin, 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.

Starr Volaris' shareholder decided on May 16, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Andrew Martin
         c/o Mello Jones & Martin
         Thistle House, 4 Burnaby Street
         Hamilton HM11, Bermuda


STARR VOLARIS: Sets Final Shareholders Meeting for July 1
---------------------------------------------------------
Starr Volaris Limited will hold its final general meeting on
June 26, 2008, at 9:00 a.m. at Mello Jones & Martin, Thistle
House, 4 Burnaby Street, Hamilton HM11, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Starr Volaris' shareholder decided on May 16, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Andrew Martin
         c/o Mello Jones & Martin
         Thistle House, 4 Burnaby Street
         Hamilton HM11, Bermuda



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

AMERICAN AXLE: UAW Members Ratify Tentative Labor Agreements
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. disclosed that the
tentative agreements reached with the International UAW on
May 16, 2008, covering approximately 3,650 AAM associates at
five facilities in Michigan and New York, have been ratified.

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, under the tentative agreement, the auto parts
supplier is offering workers a wage of US$18.50 per hour and a
wage "buy down" of US$105,000.  The wage "buy down" is
compensation to aid workers in the transition to lower pay.  
Axle is offering noncore workers, which are those that aren't
involved in actual manufacturing, US$14.55 per hour, and skilled
trades workers US$26 per hour.

"AAM is pleased to announce the ratification of a new collective
bargaining agreement with the International UAW," AAM Co-
Founder, Chairman & CEO Richard E. Dauch said.  "This new
contract provides AAM and its UAW-represented workforce the
opportunity to transition through a most difficult period of
structural change in the domestic automotive industry.  We look
forward to the prompt resumption of normal manufacturing
operations at our original U.S.
locations."

AAM expects to have its plants running production during the
week of May 26, 2008.

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

                           *     *     *

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


BANCO BRADESCO: Calls for Banco Nossa Auction
---------------------------------------------
Michael Bowen at Business News Americas reports that Banco
Bradesco SA has called for an auction of Banco Nossa Caixa SA.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  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".  
Banco Bradesco, along with Banco Itau Holding Financeira SA and
Uniao de Bancos Brasileiros SA, have questioned the Banco do
Brasil's planned takeover of Nossa Caixa.

An auction would be the "most legitimate" way to decide who
controls Banco Nossa, BNamericas notes, citing Lararo de Mello
Brandao, Chairperson of Banco Bradesco's Board of Directors.  
"An auction brings things out in the open, such as the right
price, which would be set through competition among those
interested.  Without a doubt, Bradesco is interested in taking
part in the process.  That is undeniable.  BB [Banco do Brasil]
is a strong candidate but you can't eliminate the right to
competition,"  Mr. Brandao added.

Banco Itau's Chief Executive Officer Roberto Egydio Setubal told
Brazilian news daily O Estado de S Paulo that an auction would
be more transparent.  According to Mr. Setubal, an auction would
guarantee the highest price for Banco Nossa.  "If the Sao Paulo
state government wants to sell Nossa Caixa, I believe the best
way would be an auction because the best price would be
guaranteed in a transparent way.  Itau would be interested in
participating in an eventual auction," Mr. Setubal added.

Uniao de Bancos said that it would also be interested in
participating in the Banco Nossa auction.  "After all, the
acquisition of Nossa Caixa would accelerate Unibanco's [Uniao de
Bancos] expansion plans, announced at the beginning of this
year," Uniao de Bancos commented to BNamericas.

Brokerage Agora Corretora analyst Aloisio Lemos told BNamericas,
"Bradesco and Itau have expressed their dissatisfaction.  On a
philosophical level, I agree with them but if the Sao Paulo
state government proves it acted within the law, then there's no
way to question it."

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                         *     *     *

On Nov. 12, 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco.


BANCO BRADESCO: Expects 1.6 Million New Bank Accounts in 2008
-------------------------------------------------------------
Banco Bradesco SA is expecting to launch 1.6 million new
accounts in 2008 and increase domestic businesses after faster
economic growth boosted incomes, Fabiola Moura and Joao Oliveira
of Bloomberg News reports.

Bradesco Vice President Milton Vargas told Bloomberg that the
bank will expand its network of branches, automated tellers and
service units at post offices by 20 percent in the next 18
months.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                             *     *     *

On Nov. 12, 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco.


BANCO DO BRASIL: Banks Question Takeover of Banco Nossa
-------------------------------------------------------
Brazilian private banks have questioned Banco do Brasil SA's
planned  takeover of Banco Nossa Caixa SA, Michael Bowen at
Business News Americas reports.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  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".  

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.  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 Bradesco, along with Banco Itau Holding Financeira SA and
Uniao de Bancos Brasileiros SA, have questioned the Banco do
Brasil's planned takeover of Nossa Caixa.  Banco Bradesco, Banco
Itau, and Uniao de Bancos, has called for an auction of Banco
Nossa.

An auction would be the "most legitimate" way to decide who
controls Banco Nossa, BNamericas notes, citing Lararo de Mello
Brandao, Chairperson of Banco Bradesco's Board of Directors.  
"An auction brings things out in the open, such as the right
price, which would be set through competition among those
interested.  Without a doubt, Bradesco is interested in taking
part in the process.  That is undeniable.  BB [Banco do Brasil]
is a strong candidate but you can't eliminate the right to
competition,"  Mr. Brandao added.

Banco Itau's Chief Executive Officer Roberto Egydio Setubal told
Brazilian news daily O Estado de S Paulo that an auction would
be more transparent.  According to Mr. Setubal, an auction would
guarantee the highest price for Banco Nossa.  "If the Sao Paulo
state government wants to sell Nossa Caixa, I believe the best
way would be an auction because the best price would be
guaranteed in a transparent way.  Itau would be interested in
participating in an eventual auction," Mr. Setubal added.

Uniao de Bancos said that it would also be interested in
participating in the Banco Nossa auction.  "After all, the
acquisition of Nossa Caixa would accelerate Unibanco's [Uniao de
Bancos] expansion plans, announced at the beginning of this
year," Uniao de Bancos commented to BNamericas.

Brokerage Agora Corretora analyst Aloisio Lemos told BNamericas,
"Bradesco and Itau have expressed their dissatisfaction.  On a
philosophical level, I agree with them but if the Sao Paulo
state government proves it acted within the law, then there's no
way to question it.

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 ITAU: Eyes Two Million New Consumer Accounts in 2008
----------------------------------------------------------
Banco Itau Holding Financeira SA is expecting to launch
2,000,000 new consumer banking accounts in 2008 and double its
share of the nation's insurance market after faster economic
growth boosted incomes, Fabiola Moura and Joao Oliveira of
Bloomberg News reports, citing Chief Executive Officer Roberto
Setubal.

According to Mr. Setubal, the bank sought to expand though it
has never been strong in the insurance market but the area is
profitable.

Citing Senior Managing Director Silvio Carvalho, Bloomberg
relates that Itau has proposed to launch 140 new branches in the
country this year and hire 5,000 employees.

                         About Banco Itau

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

                         *     *     *

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


BANCO ITAU: Objects to Banco Nossa Sale Without Auction
-------------------------------------------------------
Banco Itau Holding Financeira SA has objected of the Brazilian
government's decision to sell Banco Nossa Caixa SA directly to
Banco do Brasil SA without an auction, Anabela Reis of Bloomberg
News reports, citing Itau Chief Executive Officer Roberto Egydio
Setubal.

According to newspaper O Estado de S. Paulo, Mr. Setubal said in
a statement that Itau has expressed its interest to bid for
Banco Nossa adding that an auction would guarantee the best
price.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA has started negotiations for
the takeover of Banco Nossa Caixa SA.

                        About Banco Nossa

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.

                        About Banco Itau

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

                         *     *     *

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


BANCO NOSSA: Banco Itau Balks Selling Assets to Banco do Brasil
---------------------------------------------------------------
Banco Itau Holding Financeira SA has objected of the Brazilian
government's decision to sell Banco Nossa Caixa SA directly to
Banco do Brasil SA without an auction, Anabela Reis of Bloomberg
News reports, citing Itau Chief Executive Officer Roberto Egydio
Setubal.

According to newspaper O Estado de S. Paulo, Mr. Setubal said in
a statement that Itau has expressed its interest to bid for
Banco Nossa adding that an auction would guarantee the best
price.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA has started negotiations for
the takeover of Banco Nossa Caixa SA.

                        About Banco Itau

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

                         *     *     *

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

                        About Banco Nossa

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 October 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Nossa Caixa, which is
constrained by Brazil's foreign currency deposit ceiling.


BANCO PANAMERICANO: Moody's Rates MTN Program & Sr. Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned long and short-term
foreign currency ratings of Ba2 and Not Prime, respectively, to
Banco Panamericano S.A.'s existing US$500,000,000 Medium Term
Note Program.  At the same time, Moody's assigned a Ba2 rating
to the US$130 million of senior unsecured notes due in May 2010
issued under the program.  The rating outlook is stable.

These ratings were assigned to Banco Panamericano SA:

  -- US$500,000,000 Euro Medium Term Note Program: Ba2 for long
     term and NP short-term foreign-currency debt ratings,
     stable outlook.

  -- US$130,000,000 Senior Unsecured Notes: Ba2 long-term
     foreign currency debt rating, stable outlook.

Banco Panamericano S.A is headquartered in Sao Paulo, Brazil,
and it had unconsolidated assets of BRL5,346.8 million and
equity of BRL1,372.7 million as of March 31, 2008 (consolidated:
assets of BRL7.36 billion and equity of BRL1.25 billion).


BEAR STEARNS: Gets Breach of Contract Lawsuit From HQ Landowner
---------------------------------------------------------------
383 Madison LLC, property owner of The Bear Stearns Companies
Inc.'s headquarters in New York City, has filed a lawsuit with
the New York State Supreme Court against the company on breach
of contract, several papers report.  According to the lawsuit,
Bear Stearns failed to give the landowner the right to make the
first bid for the company's building, Emily Chasan of Reuters
writes.

Dow Jones relates that Bear Stearns didn't notify 383 Madison
that JPMorgan Chase & Co. was buying the building under a
takeover agreement.  The plaintiff claims that JPMorgan was
given the right to buy the building for US$1.1 billion, which
was way below the fair market value of the building.  The
plaintiff has also named JPMorgan as one of the defendants.

According to the paper, JPMorgan spokesman Joseph Evangelisti
stated that 383 Madison's claims will not hold in court.

        Rough Estimates of Bear Stearns Impact on JPMorgan

Separately, JPMorgan CEO Jamie Dimon, in a statement for
investors, said net losses expected through 2009 after the Bear
Stearns acquisition is US$300 million.  Also, JPMorgan has
identified positions for 40% of Bear Stearns staff, indicating
that roughly 60% will be displaced.

Mr. Dimon concluded that the Bear Stearns merger integration is
proceeding well, but is challenging in current market
environment.  Although, it remains an excellent opportunity for
shareholder value in long run.

                       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, Sao 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'.


EL PASO: Prices US$600 Million Offering of 7.25% Senior Notes
-------------------------------------------------------------
El Paso Corporation priced its pubic offering of US$600 million
of senior notes due June 1, 2018, with a coupon of 7.25%.  El
Paso expects closing to occur on May 30, 2008.  The notes were
offered under El Paso's shelf registration statement.

Net proceeds from the offering will be approximately US$595
million.  El Paso plans to use the net proceeds from the sale of
the notes for general corporate purposes, including the
repayment of debt maturing during the remainder of 2008.

Pending the use of the proceeds for other purposes, El Paso
intends to apply the net proceeds to reduce outstanding
borrowings under El Paso's revolving credit facility and under
the revolving credit facility of El Paso's subsidiary, El Paso
Exploration & Production Company.

Upon issuance, the notes will be senior unsecured obligations of
El Paso and will rank equally in right of payment with other
existing and future unsecured senior indebtedness of El Paso.  
The notes will not be guaranteed by any of El Paso's
subsidiaries or unconsolidated affiliates.

The offering is being made only by means of a prospectus and
related prospectus supplement, a copy of which may be obtained
from:

     Deutsche Bank Securities Inc.
     No. 60 Wall Street
     New York, NY 10005
     Tel (800) 503-4611

                          About El Paso  
Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- provides natural gas and related  
energy products.  El Paso owns North America's largest
interstate natural gas pipeline system and one of North
America's largest independent natural gas producers.

El Paso's exploration and production business is focused on the
exploration for and the acquisition, development and production
of natural gas, oil and natural gas liquids in the United
States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  
It also has a Power segment, which holds its remaining interests
in international power plants in Brazil, Asia and Central
America.

The company's consolidated balance sheet at Dec. 31, 2007,
showed strained liquidity with US$1.71 billion in total assets
available to pay US$2.41 billion in total current liabilities.


EL PASO: S&P Puts 'BB-' Rating on US$500MM Senior Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
El Paso Corp.'s issuance of US$500 million of senior unsecured
notes.  The outlook is positive.  In addition, Standard & Poor's
assigned the senior unsecured notes a '5' recovery rating.  The
'5' recovery rating indicates that lenders can expect modest
(10%-30%) recovery in the event of a payment default.
     
As of March 31, 2008, El Paso had US$12.7 billion of total debt.
     
"The ratings on El Paso reflect a satisfactory overall business
risk profile, which includes the stability of the company's
interstate natural gas pipeline systems, somewhat offset by the
risks associated with its exploration and production segment and
a significantly improved, although still aggressive, financial
profile," noted Standard & Poor's credit analyst William Ferara.
     
The outlook on El Paso is positive.  The positive outlook on El
Paso reflects the potential for upward ratings movement, given
additional debt repayment, improved E&P performance, and
resulting strengthened credit metrics.
     
"Failure to meet upstream targets, greater-than-expected capital
spending, weakening credit-protection measures, or deteriorating
liquidity could dampen upward ratings prospects," he continued.

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- provides natural gas and related  
energy products.  El Paso owns North America's largest
interstate natural gas pipeline system and one of North
America's largest independent natural gas producers.

El Paso's exploration and production business is focused on the
exploration for and the acquisition, development and production
of natural gas, oil and natural gas liquids in the United
States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  
It also has a Power segment, which holds its remaining interests
in international power plants in Brazil, Asia and Central
America.


EL PASO: Moody's Affirms Ba3 Ratings; Outlook Remains Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
(CFR) and probability of default ratings (PDR) for El Paso
Corporation (EP, the parent company), the Ba1 (LGD 2, 26%)
secured credit facility rating, and the Baa3 rating for all four
of its majority-owned pipeline subsidiaries (El Paso Natural Gas
company, Southern Natural Gas, Tennessee Gas Pipeline Company,
and Colorado Interstate Gas Company).  Simultaneously, Moody's
assigned a Ba3 (LGD 4, 51%) rating to EP's proposed US$500
million notes offering while affirming the Ba3 (LGD 4, 51%)
ratings on the existing senior notes at the parent. The outlook
remains positive.

Proceeds from the new notes offering will be used to repay
revolver borrowings under EP's US$1.5 billion corporate
revolver, repay a portion of the outstandings under the
company's revolver at El Paso Exploration and Production (EPEP),
and refinance maturing debt.

The outlook remains positive, reflecting the company's progress
in reducing its consolidated leverage and the continued
improvement in its overall credit metrics.  While the company
has achieved some of the targeted metrics required for an
upgrade, Moody's believes the momentum for an upgrade has slowed
a bit as a result of the company's desire to carry higher levels
of debt than originally expected when the positive outlook was
assigned.  The momentum for an upgrade has also been slowed due
to very heavy capital spending plans at both the E&P and
pipelines businesses.  Combined with the increase in its stock
dividend and announced stock repurchase authorization for US$300
million (if actually executed), the company may end up
outspending cash flow for 2008 and possibly in 2009, depending
on commodity prices.  Further, the positive outlook reflects the
need to see a trend of organic operating performance and capital
productivity from the company's reconfigured E&P property base.  
While reserves and production grew in 2007, a large part of that
was the result of the People's acquisition, and therefore is not
a clear indicator of organic performance.

An upgrade would likely occur if the company maintains its high
1.0x EBIT/Interest metric while demonstrating that the
significant spending for the E&P (EPEP) business has resulted in
solid capital productivity evidenced by sound reserve
replacement at competitive costs, while also mounting consistent
sequential quarterly production gains.  Barring any acquisition
activity, 2008 year-end results will provide a good indication
of the company's overall capital productivity on the
reconfigured property base following the People's acquisition
completed in 2007, the Texas Gulf Coast asset sale in 2008 and
the growing emphasis on the international segment, which is
expected to be the recipient of approximately 21% of the 2008
E&P capex.

An upgrade would also consider the company's spending plans for
2009 and whether it would result in the outspending of cash flow
and the nature in which it would be funded.  The company has
indicated that it has about US$4.0 billion of committed projects
in the backlog for its pipeline business, with the possibility
of it growing.  Moody's also notes that some of these projects
may not ultimately go forward due to competitive reasons or
sharp cost escalation.

However, if the company incurs additional debt to fund its 2008
capital spending or to fund any equity repurchases, it could
result in the outlook reverting back to stable.  A move to
stable outlook would also be considered if the spending plan for
2009 indicates a sharp rise in debt funding to build out some of
the pipeline projects, or if the E&P business is unable to mount
positive momentum despite the high amount of capital being
deployed to it this year.

The affirmation of the Ba3 CFR reflects the company's overall
scale and diversification of the both the pipeline and E&P
businesses.  The pipeline business consists of a substantial
network of regulated gas pipelines which is connected to most of
the major markets throughout the country.  The pipeline
subsidiaries, which are rated Baa3 by Moody's, provide a much
more stable part of the company's earnings than the E&P, which
is essential for the ratings given the still high level of
parent level debt (more than US$6.0 billion pro forma for the
notes offering).  The company also benefits from the cash flows
generated by its 66.8% owned Master Limited Partnership (MLP),
El Paso Pipeline Partners, LP. and the ability to sell assets to
the MLP and raise cash for capital spending and/or debt
reduction.

The Ba3 rating also considers the higher risk profile of the E&P
business and its growing contribution to EP's consolidated
earnings and cash flows.  On a stand-alone basis, Moody's views
the E&P business as a strong B1 profile under Moody's E&P
methodology and is expected to generate more than 50% of
earnings and cash flows.  Although the company has reconfigured
its property base to what may be a more durable productive base,
it is a bit too early to tell if the organic production and
capital productivity trends are sustainable, especially in the
face of a US$1.7 billion spending plan for 2008.

The SGL-3 reflects the expectation that the company will
outspend its cash flow over the next four quarters to fund its
aggressive capital spending program.  The level of outspend
could be higher if commodity prices were to moderate during the
year.  The SGL-3 also reflects the availability under the
company's US$1.5 billion revolving credit facility at the
parent, which is expected to be largely undrawn at close of the
notes offering and be available for capex funding prior to any
additional asset drop downs to the MLP, and the expectation that
EP will remain well within the facilities maintenance covenants.

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- provides natural gas and related  
energy products.  El Paso owns North America's largest
interstate natural gas pipeline system and one of North
America's largest independent natural gas producers.

El Paso's exploration and production business is focused on the
exploration for and the acquisition, development and production
of natural gas, oil and natural gas liquids in the United
States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  
It also has a Power segment, which holds its remaining interests
in international power plants in Brazil, Asia and Central
America.


EL PASO: Fitch Rates Proposed US$500MM Unsecured Sr. Notes BB+
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to El Paso's
Corp.'s proposed issuance of US$500 million in unsecured senior
notes. Proceeds from the issuance will be used for general
corporate purposes, including the repayment of debt maturing
during the remainder of 2008.  In addition, El Paso intends to
apply the net proceeds to reduce outstanding borrowings under
its revolving credit facility and under the revolving credit
facility of its El Paso Exploration & Production Co. subsidiary.  
El Paso's Outlook remains Stable.

El Paso's ratings reflect the consistency in the company's
credit profile given the improvements at the company's upstream
business and the cash flow stability and risk profile benefits
derived from its pipeline portfolio.  Upstream operations
continue to benefit from robust commodity prices providing the
backdrop for strong performance over the near term.  Pipeline
operations have continued to produce stable EBITDA and cash
flows and materially enhance the consolidated credit profile and
El Paso's ratings.  Capital expenditure requirements remain
significant, and longer-term credit considerations will likely
revolve around the cash flow trends and operating performance of
the subsidiary businesses.

El Paso owns North America's largest interstate natural gas
pipeline network comprised of approximately 44,000 miles of
pipe, 220 Bcf of storage capacity, and an LNG import facility
with 1.2 Bcf per day of send-out capacity.  The upstream
operations are focused on exploration, development and
production of natural gas, oil, and NGLs in the U.S., Brazil and
Egypt.  At year end 2007, the E&P business held 3.1 Tcfe of
proved natural gas and oil reserves.

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- provides natural gas and related  
energy products.  El Paso owns North America's largest
interstate natural gas pipeline system and one of North
America's largest independent natural gas producers.

El Paso's exploration and production business is focused on the
exploration for and the acquisition, development and production
of natural gas, oil and natural gas liquids in the United
States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  
It also has a Power segment, which holds its remaining interests
in international power plants in Brazil, Asia and Central
America.


FIAT SPA: To Invest US$300 Million at Argentine Site
----------------------------------------------------
Fiat S.p.A. will invest US$300 million to expand production at
its Ferreyra plant at Cordoba, Argentina, Bill Faries writes for
Bloomberg News, citing an El Cronista report.

According to Cordoba Secretary of Industry Cesar Martinelli, El
Cronista relates, Fiat will invest US$200 million to boost
gearbox production for export and US$100 million to expand its
vehicle assembly.

Mr. Martinelli added to El Cronista that Fiat's investment will
help create up to 600 direct and 1,800 indirect jobs.

                        About Fiat S.p.A.

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

                          *     *     *

Fiat S.p.A. and its subsidiaries carries Ba3 Corporate Family
and Senior Unsecured ratings from Moody's Investors Service,
which said the outlook is positive.  Ratings apply to date.

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


GERDAU SA: Unit Buys 28.88% Stake in Acos Villares for BRL1.3B
--------------------------------------------------------------
Gerdau SA's Metalurgica Gerdau SA told Reuters it purchased a
28.88% stake in Acos Villares SA for BRL1.3 billion.

According to Metalurgica Gerdau, it acquired the stake from
BNDESpar, Brazilian state development bank BNDES' investment
arm.  Spain's Sidenor group controls Acos Villares, which
produces "specialty steels for the machine industry".

Metalurgica Gerdau told Reuters that it would issue debentures
convertible into shares of Gerdau to pay for the purchase of
Acos Villares.

                       About Acos Villares

Acos Villares SA's principal activities are the production,
distribution, and sale of laminated and forged special steel,
laminated iron, steel cylinders, high alloy bars, coils, rolling
mill, castings, and other related products in Brazil.  It is
structured in three business units: engineering steels, high-
alloy steels and rolling mill rolls.  The group's plants are
located in Mogi das Cruzes, Pindamonhangaba and Sorocaba, in the
state of Sao Paulo.  The group exports its products to Asia,
Europe, and to South and North America.

                    About Metalurgica Gerdau

Metalurgica Gerdau SA is a Brazilian holding company engaged in
the steel production industry.  Its activities predominantly
involve the production of specialty steels and recycling of
steel.  The Gerdau Group markets its products to the automobile
sector, for the production of domestic appliances and consumer
goods and to the construction industry for the production of
reinforced concrete.  The Company also holds interests in the
agricultural sector.  It has 231 industrial and commercial
facilities and operates in Brazil, Argentina, Chile Colombia,
Peru, Uruguay, the United States, Canada and Spain.  The main
subsidiaries of the Company are Santa Felicidade Ltda. and Banco
Gerdau SA.  Through Gerdau S.A., the company holds indirect
interests in 14 other companies worldwide.  The company is
headquartered in Porto Alegre, Brazil.

                         About Gerdau SA

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

                          *     *     *

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


NRG ENERGY: Calpine Offer Cues Fitch's Evolving Watch
-----------------------------------------------------
Fitch Ratings has placed all its ratings of NRG Energy Inc.,
including the Issuer Default Rating of 'B', on Rating Watch
Evolving following NRG's unsolicited offer to acquire Calpine
Corp (CPN, not rated by Fitch) in a stock-for-stock transaction.  
Evolving signifies that Fitch may upgrade, downgrade or affirm
NRG's ratings pending future information and analysis.

Ratings placed on Rating Watch Evolving:
  -- IDR at 'B';
  -- Senior secured term loan B at 'BB/RR1';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior notes at 'B+/RR3';
  -- Convertible preferred stock at 'CCC+/RR6'.

Approximately US$8.7 billion of debt is affected.

The Watch Evolving status reflects both the unresolved nature of
the offer and, should the transaction proceed, the uncertainty
of the acquisition's impact on NRG's credit profile.  Concerns
and uncertainties include CPN's response to the unsolicited
offer, the possibility of higher competing offers, and the
absence of final terms and pricing.  Fitch expects to resolve
this Rating Watch when and if the transaction occurs.  As more
details about the combined company's cash flows, generation
fleet, debt and capital structure emerge, Fitch may revise the
Watch status.  Leverage may still remain a ratings concern even
in the face of an all-stock transaction given likely earnings
dilution.

A combined NRG/CPN would have roughly 45,000 MWs of generating
capacity located in the South Central U.S., Northeastern U.S.,
Texas and California.  The combined company would be the largest
competitive generator in the world.

Fitch revised NRG's Rating Outlook to Positive in December 2007
based on its improving credit profile and favorable fundamentals
for the competitive generator sector.  Should the transaction
not be consummated, NRG's Outlook would likely return to
Positive.

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: Calpine Buyout Offer Cues S&P's Negative CreditWatch
----------------------------------------------------------------
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 S&P's 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.


POLYPORE INT'L: Prices 7.5 Million Shares at US$24 Per Share
------------------------------------------------------------
Polypore International Inc. has priced a follow-on public
offering of 7.5 million shares of its common stock, of which
3.75 million are primary shares and 3.75 million are secondary
shares, at US$24.00 per share.  The selling stockholders have
granted the underwriters of the offering an option to purchase
up to an additional 1.125 million shares of common stock to
cover over-allotments, if any.

Proceeds from this offering received by the company will be used
to repay outstanding borrowings under Polypore's revolving
credit facility and for general corporate purposes.  The
offering is expected to close on or about May 29, 2008, subject
to customary closing conditions.

J.P. Morgan Securities Inc. is acting as the sole book-running
manager of the offering, Robert W. Baird & Co. Incorporated is
acting as lead manager, and William Blair & Company, L.L.C. and
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.,
are acting as co-managers.

A registration statement relating to these securities was
declared effective by the U.S. Securities and Exchange
Commission.  The offering will be made only by means of a
prospectus.  A copy of the final prospectus related to the
offering may be obtained from J.P. Morgan Securities Inc.,
National Statement Processing, Prospectus Library, 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11245, (718) 242-8002,
FAX (718) 242-8003.

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

                       *     *     *

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

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


UNIAO DE BANCOS: Calls for Banco Nossa Auction
----------------------------------------------
Michael Bowen at Business News Americas reports that Uniao de
Bancos Brasileiros SA has called for an auction of Banco Nossa
Caixa SA.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  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".

Banco Bradesco SA, along with Banco Itau Holding Financeira SA
and Uniao de Bancos, have questioned the Banco do Brasil's
planned takeover of Nossa Caixa.

An auction would be the "most legitimate" way to decide who
controls Banco Nossa, BNamericas notes, citing Lararo de Mello
Brandao, Chairperson of Banco Bradesco's Board of Directors.  
"An auction brings things out in the open, such as the right
price, which would be set through competition among those
interested.  Without a doubt, Bradesco is interested in taking
part in the process.  That is undeniable.  BB [Banco do Brasil]
is a strong candidate but you can't eliminate the right to
competition,"  Mr. Brandao added.

Banco Itau's Chief Executive Officer Roberto Egydio Setubal told
Brazilian news daily O Estado de S Paulo that an auction would
be more transparent.  According to Mr. Setubal, an auction would
guarantee the highest price for Banco Nossa.  "If the Sao Paulo
state government wants to sell Nossa Caixa, I believe the best
way would be an auction because the best price would be
guaranteed in a transparent way.  Itau would be interested in
participating in an eventual auction," Mr. Setubal added.

Uniao de Bancos said that it would also be interested in
participating in the Banco Nossa auction.  "After all, the
acquisition of Nossa Caixa would accelerate Unibanco's [Uniao de
Bancos] expansion plans, announced at the beginning of this
year," Uniao de Bancos commented to BNamericas.

Brokerage Agora Corretora analyst Aloisio Lemos told BNamericas,
"Bradesco and Itau have expressed their dissatisfaction.  On a
philosophical level, I agree with them but if the Sao Paulo
state government proves it acted within the law, then there's no
way to question it."

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

                          *     *     *

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



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

BLACK JAGUAR: Will Hold Final Shareholders Meeting on May 28
------------------------------------------------------------
Black Jaguar Holdings Ltd. will hold its final shareholders
meeting on May 28, 2008, at 10:30 am, at the offices of
Deloitte, Fourth Floor, Citrus Grove, P.O. Box 1787, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

Black Jaguar's shareholder agreed on April 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma and Ian A.N. Wight
               Attn: Jessica Turnbull
               Deloitte
       P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949-7500
               Fax: (345) 949-8258


BLUE STREAM: Sets Final Shareholders Meeting for May 28
-------------------------------------------------------
Blue Stream Holdings Ltd. will hold its final shareholders
meeting on May 28, 2008, at 10:00 am, at the offices of
Deloitte, Fourth Floor, Citrus Grove, P.O. Box 1787, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

Blue Stream's shareholder agreed on April 28, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma and Ian A.N. Wight
               Attn: Jessica Turnbull
               Deloitte
       P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949-7500
               Fax: (345) 949-8258


CABLE & WIRELESS: Asset Review Cues S&P to Revise Rating Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
U.K.-based telecommunications provider Cable & Wireless PLC to
developing from stable.

The developing outlook means ratings can be raised, lowered, or
affirmed.  The 'BB-' long-term and 'B' short-term corporate
credit ratings remain unchanged.

"The outlook revision reflects a potential change in C&W's
business mix in the near term as a result of a review of the
group's structure and assets," said Standard & Poor's credit
analyst Karim Nadji.

Management has publicly confirmed that several options for value
realization will be considered by the board--including a
demerger of some activities--in the fiscal year ending
March 31, 2009, creating potential significant uncertainties for
the company's future business risk and financial risk profiles.

The developing outlook reflects significant uncertainty about
whether, and how, C&W might dispose some of its assets or
restructure the group over the next 12 months.  If the company
decides against any substantive changes, S&P could revise the
outlook back to stable.  Conversely, S&P could place the
ratings on CreditWatch if there is an expected nearer-term
change in C&W's business portfolio or corporate structure. This
might entail a legal separation of the EAUS and international
divisions.

If S&P has visibility on likely positive or negative development
for the ratings, S&P will revise the outlook, or CreditWatch
implications, accordingly.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

Specifically, the company's operations are in the United
Kingdom, India, China, the Cayman Islands and the Middle East.


CARD AND CREDIT: Final Shareholders Meeting Is on May 28
--------------------------------------------------------
Card and Credit Settlement Organization Corp. Cayman will hold
its final shareholders meeting on May 28, 2008, at 10:00 am, at
the offices of BNP Paribas Bank & Trust Cayman Limited, 3rd
Floor Royal Bank House, Shedden Road, George Town, Grand Cayman,
Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

Card and Credit's shareholders agreed on April 14, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Ellen J. Christian
               c/o BNP Paribas Bank & Trust Cayman Limited
               3rd Floor Royal Bank House,
               Shedden Road, George Town,
               Grand Cayman, Cayman Islands
               Telephone: 345 945 9208
               Fax: 345 945 9210


CHINA MAGNESIUM: To Hold Final Shareholders Meeting on May 28
-------------------------------------------------------------
China Magnesium Co. Ltd. will hold its final shareholders
meeting on May 28, 2008, at 10:00 am, at the offices of Grant
Thornton Specialist Services (Cayman) Ltd, 7 Dr. Roy's Drive,
Commerce House, 2nd Floor, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) determining the manner in which the books,
                  accounts and documentation of the company,
                  and of the liquidator should be disposed of.

China Magnesium's shareholder agreed on April 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Hugh Dickson
               Attn: Peter Bigwood
               P.O. Box 1370, Grand Cayman,
               Cayman Islands
               Telephone: (345) 815 8242
               Fax: (345) 949 7120


EIGHT WINDS: Will Hold Final Shareholders Meeting on May 28
-----------------------------------------------------------
Eight Winds Holdings Ltd. will hold its final shareholders
meeting on May 28, 2008, at the offices of Cititrust (Cayman)
Limited, CIBC Financial Centre, George Town, Grand Cayman,
Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.
      
Eight Winds' shareholders agreed 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


LUCKY BREAKS: Final Shareholders Meeting Is on May 28
-----------------------------------------------------
Lucky Breaks Ltd. will hold its final shareholders meeting on
May 28, 2008, at the offices of Cititrust (Cayman) Limited, CIBC
Financial Centre, George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
               2) giving explanation thereof.
      
Lucky Breaks' shareholders agreed 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


OSPREY COMPANY: Sets Final Shareholders Meeting for May 28
----------------------------------------------------------
Osprey Company Ltd. will hold its final shareholders meeting on
May 28, 2008, at the offices of Cititrust (Cayman) Limited, CIBC
Financial Centre, George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
               2) giving explanation thereof.
      
Osprey Company's shareholders agreed 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


TPS PALMERA: Will Hold Final Shareholders Meeting on May 28
-----------------------------------------------------------
TPS Palmera LDC will hold its final shareholders meeting on
May 28, 2008, at 11:00 am, at the registered office of the
company.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

TPS Palmera's shareholder agreed on April 8, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Trulaw Directors Ltd.
                P.O. Box 866, Grand Cayman,
                Cayman Islands
                Telephone: 345-949-7555
                Fax: 345-949-8492


TPS SAN JOSE: Sets Final Shareholders Meeting for May 28
--------------------------------------------------------
TPS San Jose LDC will hold its final shareholders meeting on
May 28, 2008, at 11:00 am, at the registered office of the
company.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

TPS San Jose's shareholder agreed on April 8, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Trulaw Directors Ltd.
                P.O. Box 866, Grand Cayman,
                Cayman Islands
                Telephone: 345-949-7555
                Fax: 345-949-8492


VISTA GENERAL: Final Shareholders Meeting Is on May 28
------------------------------------------------------
Vista General Reinsurance Ltd. will hold its final shareholders
meeting on May 28, 2008, at 10:00 am, at the offices of Walkers
SPV, Walkers House, 87 Mary Street, George Town, Grand Cayman,
Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
             of the company, after which they may be
                  destroyed.

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

The liquidator can be reached at:

               Clifford G. Rager
               President, Vista Life Insurance Company
               One American Road, MD 7480
               Dearborn, MI 48126 USA

Contact for inquiries:

              Virginia Czarnocki
              Walkers, Walker House
              87 Mary Street, George Town,
              Grand Cayman, Cayman Islands
              Telephone: (345) 814 4649
              E-mail: virginia.czarnocki@walkersglobal.com



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

PARKER DRILLING: Moody's Upgrades Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded Parker Drilling Company's
Corporate Family Rating and Probability of Default Rating to B1
from B2. The rating on Parker's 9.625% senior unsecured notes
due 2013 remains unchanged at B2 (LGD 4, 55% changed to LGD 4,
62%). The rating outlook is stable.

The upgrade of Parker's Corporate Family Rating reflects:

   (i) the company's track record in maintaining conservative
       financial policies, including maintaining low leverage
       metrics, with debt/EBITDA of less than 2.0x sustained  
       over the past two years;

  (ii) the increased earnings power of the company as a result
       of its rig upgrade and newbuild program;

(iii) the successful expansion and solid performance of its
       rental tools business;

  (iv) a relatively improved liquidity profile, primarily
       reflecting its new upsized revolving credit facility, the
       settlement of its Kazakhstan tax assessment and its
       withdrawal from its Saudi Arabian joint venture, which
       indemnified Parker from any remaining claims related to
       the surviving business; and

   (v) an overall favorable outlook for the drilling and
       services market, with strength in international and U.S.
       land markets anticipated to help offset relatively weaker
       conditions in the shallow water U.S. offshore market.

The rating on Parker's senior unsecured notes remains unchanged
at B2 due to the increase in secured debt in the company's
capital structure.  The B2 note rating reflects the contractual
subordination of the notes to Parker's new senior secured credit
facility (unrated), which consists of an US$80 million revolver
and a delayed draw US$50 million term loan.

The ratings remained tempered by Parker's relatively small size,
its significant exposure to political risk due to its
international focus, an aggressive capital spending program,
which has outstripped operating cash flow and is expected to
continue to be a significant use of cash flow over the near to
medium term, and Parker's exposure to periods of low utilization
and dayrates, as well as down time between contracts, due to the
inherent cyclical nature of the drilling industry and Parker's
geographical sprawl.

The stable rating outlook assumes that Parker will maintain
conservative fiscal and operating policies. The current ratings
have minimal flexibility for materially increased leverage.
While over the near term Moody's expects that Parker's debt
levels to increase in order to partially fund its newbuild
program, we expect that the company's financial leverage will
not increase materially.

Moody's believes there is limited upside at this time for
Parker's ratings given the recent rating action, the company's
relatively small size, the highly volatile and cyclical nature
of its U.S. barge drilling business, the capital intensity of
the contract drilling sector, and the inherent business and
political risks from its international operations. Materially
increased leveraged or significant delays or costs overruns in
the company's newbuild program could negatively pressure the
ratings.

Downgrades:

  Issuer: Parker Drilling Company

   * Senior Unsecured Regular Bond/Debenture, Downgraded to
     LGD4, 62% from LGD4, 55%

Upgrades:

  Issuer: Parker Drilling Company

   * Probability of Default Rating, Upgraded to B1 from B2
   * Corporate Family Rating, Upgraded to B1 from B2

Headquartered in Houston, Texas, Parker Drilling Company --
http://www.parkerdrilling.com/-- provides contract drilling and   
drilling-related services worldwide.  The company has rigs
located in Indonesia, New Zealand, Colombia, and Mexico.



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

BRITISH AIRWAYS: BALPA Drops High Court Action Over Treaty
----------------------------------------------------------
The British Airline Pilots' Association has withdrawn its High
Court petition whether British Airways Plc could use Article 43
of the Treaty of Rome to prevent strikes, BBC News reports.

According top BBC, BALPA withdrew the petition after assessing
it has not enough resources to finance a prolonged legal battle
in the High Court.

As previously reported in the TCR-Europe, BALPA's member-pilots
voted in February to commence industrial action against British
Airways' plan to outsource pilot jobs for its OpenSkies unit.

BALPA had sought the High Court's clarification on the
applicability of the treaty, which prohibits industrial action
by unions in one country against firms established in another.  
OpenSkies is set to based in mainland Europe.

British Airways has threatened to sue BALPA if it the union
commences a strike.

                    About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
plc and a number of subsidiary companies including in particular

British Airways Holidays Ltd. and British Airways Travel
Shops Ltd.  BA has offices in India and Guatemala.

                        *     *     *

British Airways Plc carries a senior unsecured debt rating of
Ba1 from Moody's Investors' Service with a stable outlook.  
Ratings apply to date.



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

CABLE & WIRELESS: Jamaican Unit to Launch Subscriber Television
---------------------------------------------------------------
Lavern Clarke at The Jamaica Gleaner reports that Cable &
Wireless PLC's Jamaican unit, along with its wider regional
operations, will launch a subscriber television and content
delivery service.

Cable & Wireless Jamaica's President Phil Green laid out a plan
for the firm to build out a whole new regional operation that
gives it autonomy from its U.K. parent.  According to The
Gleaner, Mr. Green said in a press conference, "TV and content
is an integral part of our 'telco' strategy."  

Meanwhile, Cable & Wireless Jamaica's "pan-Caribbean
telecommunication business model gives the regional operation
autonomy from its U.K. parent."  It places operational control
and governance in the hands of a regional team led by Mr. Green,
who is based in Kingston.  Cable & Wireless Caribbean's Chief
Executive Officer Richard Dodd, who is second in command, will
be seated in Barbados.

Mr. Green told The Gleaner that the five-year program roll-out
would start in three months.  It would cost over J$10 billion
per year to execute, Mr. Green added.  The Gleaner notes that
the plan "envisages Cable & Wireless Caribbean rolling out full
services in all its regional markets, but will not disrupt the
local management structures in place in each regional market.  
The telecoms will be sharing platforms and integrating certain
services and back-office operations to reposition as a regional
entity."

Cable & Wireless wants to become a "true Caribbean company", The
Gleaner says, citing Mr. Green.  It will use "as benchmark the
First-Caribbean International Bank model and others in the
financial services sector," Mr. Green added.

The report says that the new Cable & Wireless Jamaica operation
will have a "board of governance".  According to Mr.  Green, he
was inviting "non-Cable and Wireless" members to the board.  Mr.
Green will be the chairperson of the board.  Mr. Dodd will also
be included in the board.

Mr. Green admitted to The Gleaner that the plan would result in
job reductions.  

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

Specifically, the company's operations are in the United
Kingdom, India, China, the Cayman Islands and the Middle East.

                        *     *     *

As of Feb. 12, 2008, Cable & Wireless Plc carries a Ba3 long-
term corporate family rating, a B1 senior unsecured debt rating
and a Ba3 probability of default rating from Moody's Investors
Service, which said the outlook is stable.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Standard & Poor's Ratings Services revised its
outlook on Cable & Wireless PLC to developing from stable.  The
developing outlook means ratings can be raised, lowered, or
affirmed.  The 'BB-' long-term and 'B' short-term corporate
credit ratings remain unchanged.

The company also carries a BB- long-term local and foreign
issuer credit ratings from Standard & Poor's Ratings Services,
which said the outlook is stable.  S&P rates its short-term
local and foreign issuer credit at B.


CASH PLUS: U.S. Investors to File Lawsuit Against Firm
------------------------------------------------------
Gareth Manning at The Jamaica Gleaner reports that a group of
investors of Cash Plus Limited in the U.S. will join Jamaican
investors in filing a lawsuit against Cash Plus Limited to
retrieve their funds.

Attorney-at-law Shirley-Ann Eaton told The Gleaner that filing a
lawsuit against Cash Plus won't bring people any relief.  "It
makes absolutely no sense.  There is nothing really to recover
because they have to find out how much he really has and he
hasn't disclosed how much he really has.  And, secondly, even if
they sue, I do not see any court ordering immediate pay-over of
the money if a criminal action is pending against them," Ms.
Eaton was quoted as saying.  Any money the company has may well
be the proceeds of crime and the court will pay the proceeds to
the state, Ms. Eaton adds.

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

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



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

AMERICAN APPAREL: LaSalle Bank Waives Covenant Violation in Deal
----------------------------------------------------------------
American Apparel Inc. received a waiver from the LaSalle Bank
for its covenant violation under a revolving credit facility.

At March 31, 2008, American Apparel failed to meet certain
covenants under its credit facility with the bank and private
investment firm.  The bank debt covenant violations specifically
relate to:

  -- the capital expenditures and fixed charges covenants;

  -- covenants relating to late reporting of monthly financial
     statements for the quarter ended March 31, 2008;

  -- cash advances to subsidiaries greater than US$2,000 in
     total;

  -- the asset purchase of a fabric dyeing and finishing plant
     without prior notice to the bank;

  -- the incurrence of a loan by the company's Japanese
     subsidiary of US$1,000; and

  -- another restriction prohibiting the company from incurring
     capital expenditures in excess of US$5,000 during the
     quarter.  

The company indicates that as a consequence of the debt covenant
violations, the company also violates the cross-default covenant
of its financing agreement with the private investment firm.  
The bank and the private investment firm have the right to
accelerate the repayment of the outstanding indebtedness under
the credit facilities upon violation of any debt covenant.

The company expects to be in violation of these debt covenants
in future periods.  

The company's latest 10-Q filing disclosed that during July
2007, the Company replaced its revolving credit facility of
US$62.5 million with a revolving credit facility of $75.0
million from LaSalle Bank.  The secured revolving credit
facility with LaSalle Bank of US$75 million matures on the
earlier of July 2012 or 30 days prior to the maturity of the
term loan with from private investment firm SOF Investments
(unless the term loan is refinanced on terms acceptable to
LaSalle Bank).  As of March 31, 2008, the company is also in
violation of the covenant under the US$51.0 million term loan
with SOF Investments.

                   About American Apparel Inc.

Headquartered in Los Angeles, California, American Apparel Inc.
(AMEX:APP) -- http://www.americanapparel.net/-- fka Endeavor
Acquisition Corp, is a manufacturer, distributor, and retailer
of branded fashion basic apparel.  As of May 15, 2008, American
Apparel employed more than 7,000 people and operated 187 retail
stores in 15 countries, including the United States, Canada,
Mexico, United Kingdom, Belgium, France, Germany, Italy, the
Netherlands, Sweden, Switzerland, Israel, Australia, Japan and
South Korea. American Apparel also operates a wholesale business
that supplies high quality T-shirts and other casual wear to
distributors and screen printers.

In addition to its retail stores and wholesale operations,
American Apparel operates an online retail e-commerce website at
http://store.americanapparel.net/


BHM TECHNOLOGIES: Court Okays Use of Lenders' Cash Collateral
-------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan has entered an interim order allowing BHM Technologies
Holdings, Inc., and its debtor-subsidiaries to use the cash
collateral of their lenders.

Ray VanderKooi, chief financial officer of the BHM Technologies
Holdings, Inc., relates the Debtors require access to their cash
and the proceeds of existing accounts receivable and inventory
to operate their businesses and preserve their value as going
concerns.  He, however, relates these essential items are
pre-petition collateral, as well as collateral under the
US$45,000,000 DIP Facility and, therefore, may not be used in
support of the Debtors' ongoing business activities absent
compliance with Section 363 of the Bankruptcy Code.

As of the Petition Date, the Debtors owe US$255,700,000 to
lenders under the First Lien Credit Agreement, dated as of
July 21, 2006.  The Debtors also owe US$72,000,000 to lenders
under the Second Lien Credit Agreement, dated as of July 21,
2006.

Lehman Commercial Paper, Inc., acted as administrative agent for
the First Lien Lenders.  LCPI acted as initial agent and SAC
Domestic Investments is the successor administrative agent for
the Second Lien Lenders.

The Debtors granted the First Lien Lenders first priority liens
in and against substantially all of their assets, and granted
the Second Lien Lenders second priority liens in and against the
same assets.  The Debtors believe the First Lien Lenders are
undersecured and that the Second Lien Lenders are unsecured
based on the value of the Debtors' assets, relates the Debtors'
counsel Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in
Detroit, Michigan.

The First Lien Lenders have agreed to be primed only by the DIP
Facility.  Some of the First Lien Lenders comprise the DIP
Lenders.  The larger holders that make up the First Lien Lenders
are the DIP Lenders.

BHM and the Prepetition Agents are parties to an Intercreditor
Agreement, pursuant to which the liens and security interests
granted in favor of the Second Lien Agent were subordinated to
the liens and security interests of the First Lien Agent.  
Section 6.1 of the Agreement provides the Second Lien Agent will
not raise any objection to the use of cash collateral or any DIP
financing.  Section 6.3 provides that the Second Lien Agent
retains the right to seek "adequate protection in the form of a
Lien on . . . additional collateral, which Lien will be
subordinated to the Liens securing the First Lien Obligations
and such Cash Collateral use or DIP Financing. . .", but no
other form of adequate protection.

Pursuant to the Intercreditor Agreement, the Debtors propose to
provide the Second Lien Lenders adequate protection solely in
the form of replacement liens on an interim basis.  These
replacement liens are junior to the DIP Liens, the First Lien
Adequate Protection Liens and the liens held by the First Lien
Lenders.

The Debtors believe that this interim grant of adequate
protection is sufficient to protect the interests, if any, of
the Second Lien Agent and the Second Lien Lenders in their
pre-petition collateral, and that the Second Lien Agent and the
Second Lien Lenders do not require, nor are they entitled to,
any form of adequate protection in the context of final approval
of the DIP Facility and the Debtors' continued use of cash
collateral.

In addition, as adequate protection for their interests in their
collateral, the First Lien Agent will be granted:

   (i) perfected replacement security interest in and lien on
       all of the Collateral, to the extent of Diminution in
       First Lien Value, subject and subordinate only to (i) the
       Permitted Prepetition Liens, (ii) the DIP Liens and (iii)
       the Carve Out;

  (ii) superpriority claims as provided in section 507(b) of the
       Bankruptcy Code, against the Debtors and all property of
       their estates, in an amount equal to the Diminution in
       First Lien Value, if any, with priority in payment over
       any and all administrative expenses of the kinds
       specified or ordered pursuant to any provision of the
       Bankruptcy Code, subject and subordinate only to (i) the
       Carve Out, and (ii) the Superpriority Claims granted in
       respect of the DIP Obligations; and

(iii) adequate protection payments in amounts equal to (i) on
       the date of the closing of the DIP Agreement, all accrued
       and unpaid fees and expenses payable to or for the
       benefit of the First Lien Agent and the First Lien
       Lenders under the First Lien Loan Documents.

The grant of the Interim Second Lien Adequate Protection Liens
to the Second Lien Lenders will not imply that the prepetition
liens of the Second Lien Agent have any value or are entitled to
adequate protection, or that the Interim Second Lien Adequate
Protection Liens have any value, and will serve only to secure
the diminution in value, if any, after the Petition Date of the
Second Lien Lenders' interest, if any, in the Prepetition
Collateral.  The Interim Second Lien Adequate Protection Liens
will expire upon entry of the Final DIP Order.

The Court will conduct a hearing to consider final approval of
the Debtors' request on June 10, 2008 at 1:30 p.m, prevailing
Eastern time.  Objections are due June 30.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between US$100
million and US$500 million.


BHM TECHNOLOGIES: Negotiates Plan Term Sheet with AEP & Lenders
---------------------------------------------------------------
BHM Technologies Holdings, Inc., and its subsidiaries; Atlantic
Equity Partners IV, L.P., the largest shareholder of the
Debtors; Lehman Commercial Paper, Inc., the administrative agent
for the lenders owed US$255,700,000 under the First Lien Credit
Agreement and the lenders who will provide US$45,000,000 in
post-petition loan; and SAC Domestic Investments, administrative
agent for lenders owed US$72,000,000 under the Second Lien
Credit Agreement, negotiated a term sheet for the proposed
restructuring of the Debtors.

The parties have outlined the principal economic terms of a
restructuring to be accomplished through a joint Chapter 11 plan
of reorganization to be proposed by BHM Technologies Holdings,
BHM Technologies LLC, and their direct and indirect domestic
subsidiaries.

The Plan will proved for two alternatives for the restructuring
of the Debtors' balance sheet, a "New Money" alternative which
is the preferred alternative, and a "No New Money" alternative
which is the "fallback option."

In each alternative, all classes of claims and interests will be
unimpaired, except for these classes:

   (a) Class S-3 (Secured Claims for First Lien Debt), will
       receive a secured Term Loan and 6,265,350 shares of new
       common stock in BHM Technologies Holdings;

   (b) Class U-2 (Ongoing Operations Unsecured Creditors) will
       receive payment in full over specified periods of time,
       without interest;

   (c) Class U-4 (General Unsecured Claims) will receive 771,
       120 shares of new common stock; and

   (d) Class E-2 (Existing Equity Interests in BHM) will receive
       nothing on account of its equity interests.

In the "No New Money" alternative, the common stock
distributions will result -- assuming Class U-4 votes to the
Plan -- in Class S-3 holding 89% of the primary equity of the
reorganized BHM Technologies Holdings and Class U-4 Holding
11.00%.  In this alternative, Class S-3 will also receive
options to purchase new common stock, subject to the First Lien/
Second Lien Settlement.

In the "New Money" alternative, Atlantic Equity Partners will
invest US$12,500,000 to purchase on the effective date of the
Plan 2,602,530 shares of new common stock and warrants to
purchase 1,701,000 shares of new common stock.  AEP's new common
stock will represent 27% of the primary common stock of the
reorganized Parent, subject to the AEP/Second Lien Settlement.  
The investment will be placed in escrow at the commencement of
the Chapter 11 cases.  Under the "New Money" alternative, Class
S-3 will hold 65.00% and Class U-4 will hold 8.00% of the
primary new common stock, and Class S-3 (Secured Claims for
First Lien Debt) will receive additional securities in the form
of preferred stock.  No other class' treatment will be changed.

The Plan will set forth both alternatives.  The Plan will
specify that the Debtors will seek first to confirm the "New
Money" alternative.  If the United States Bankruptcy Court for
the Western District of Michigan confirms the "New Money"
alternative, the Debtors will proceed to consummate it.  If the
Bankruptcy Court does not confirm the "New Money" alternative,
or the Debtors fail to consummate it, or if it is withdrawn or
abandoned, or not available to the Debtors, the Debtors will
seek confirmation of the "No New Money" alternative.

In soliciting acceptances for the Plan, the ballots will not
provide for separate votes on the two alternatives.  An
acceptance of the Plan will be deemed to be an acceptance of
either alternative.

The Plan Term Sheet also provides for these terms:

     * Exit Financing.  BHM Technologies LLC will obtain exit
       financing of up to US$35,000,000, which will refinance
       the DIP Credit Agreement.  The exit financing will
       provide up to a US$35,000,000 revolving commitment, with
       a US$5,000,000 letter of credit sub-limit.  The exit
       financing is anticipated to have the same pricing as the
       DIP Credit Agreement, but subject to market conditions,
       and will mature on the third anniversary of the Plan
       Effective Date.

     * Term Loan.  BHM Technologies LLC will issue a term loan
       in the aggregate principal amount of US$92,500,000, which
       will be distributed pro rata to holders of Secured Claims
       for First Lien Debt.  The Term Loan will bare interest at
       LIBOR rate (subject to a minimum LIBOR Rate of 4.00%)
       plus 6.25% with interest periods of one, three and six
       months.  The TERM loan will mature on the fifth
       anniversary of the Plan Effective Date.

     * Board of Directors.  If the "No New Money" Alternative
       is confirmed, the board of directors of Parent will be
       comprised of five directors, consisting of, initially (i)
       the Chief Executive Officer of Parent or, if the
       individual serving as CEO on the Plan Effective Date will
       cease to be CEO, a replacement director elected by a
       majority of the remaining directors, and (ii) four
       individuals designated prior to the confirmation hearing
       on the plan by holders of a majority in dollar amount of
       First Lien Debt.  If the "New Money" alternative is
       confirmed, the Board will be comprised of up to seven
       directors, with the five selected directors and (i) so
       long as AEP beneficially owns at least 20% of the shares
       of new common stock, two directors appointed by AEP, or
       (ii) so long as AEP, beneficially owns less than 20% but
       at least 10% of the share, one director appointed by AEP.  
       On the Plan Effective Date, AEP may appoint Mr. Thomas
       Berglund and Mr. Roberto Buaron as AEP Directors.  Other
       potential appointees by AEP are Johnn Dezio, James Grover
       and Emilio S. Pedroni.

     * Warrants.  The warrants to be issued will have an
       exercise price of US$13.88 and will expire on the seventh
       anniversary of issuance.

     * New Preferred Stock.  If the "New Money" alternative is
       confirmed by the Bankruptcy Court, the reorganized Parent
       will issue US$78,750,000 in new preferred stock.  Parent
       Preferred will have dividends of 10% through the fourth
       anniversary of issuance, and 13% thereafter.  Parent
       preferred will be senior to all other capital stock of
       Parent with respect to dividends and liquidation.

     * New Common Stock.  The reorganized Parent will issue
       shares of new common stock on the Plan Effective Date.

     * Management Equity Plan.  Under either alternative, there
       will be allocated sufficient shares of new common stock
       to provide a management equity plan with 9% of the new
       common stock on a fully diluted basis.

     * Outside Director Plan.  The Plan will provide for the
       grant of options to purchase shares of new common stock
       representing 1% of the new common stock on a fully
       diluted basis for the purpose of attracting and
       compensating outside directors.

     * Retention of Senior Management.  BHM Technologies
       Holdings contemplates the retention of all or
       substantially all its present senior management.

     * Releases.  The Plan will provide for general mutual
       releases by the Debtors, the First Lien Agent, each
       Second Lien Agent, the holders of the First Lien Debt,
       the holders of the Second Lien Debt, and the equity
       holders.

     * First Lien/Second Lien Settlement.  The First Lien Agent,
       for the ratable accounts of the First Lien Lenders, will
       deliver and assign to the Current Second Lien Agent, for
       the ratable benefit of all Second Lien Lenders (i)
       US$287,406 plus an additional amount equal to the lesser
       of (A) US$100,000 and (B) the legal fees and expenses
       incurred by the Second Lien Agent in connection with the
       Debtors' Chapter 11 cases and (ii) (A) if the "No New
       Money" Alternative is authorized, the Class S-3 Option or
       (B) if the "New Money" alternative is authorized (x)
       shares representing US$3,750,000 in issue price of Parent
       Preferred and (y) the share of New Common Stock
       attributable to First Lien deficiency claims.

     * AEP Second Lien Settlement.  If the "New Money"
       alternative is confirmed, in consideration of the
       releases provided for AEP and its personnel, AEP will
       assign and deliver to the Second Lien Agent, for the
       ratable benefit of all Second Lien Lenders, shares of New
       Common Stock equal to the number of shares of new common
       stock received by the holders of Class U-4 General
       unsecured claims other than in respect of the First Lien
       Deficiency Claims and Second Lien Debt; provided that the
       maximum shares assigned will not exceed 24,098 shares.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between US$100
million and US$500 million.


BHM TECHNOLOGIES: Wants to Obtain US$45,000,000 in DIP Financing
----------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
seek the authority of the United States Bankruptcy Court for the
Western District of Michigan to obtain up to US$45,000,000 in
postpetition financing.

Pursuant to a Credit and Guarantee Agreement, dated
May 19, 2008, certain of the prepetition lenders will provide
the Debtors with funds for working capital and general corporate
purposes.

The funds for working capital and general corporate purposes
included up to US$30,000,000 upon interim approval of the DIP
Loan by the Honorable Scott W. Dales.

The DIP Lenders require the Debtors to promptly complete their
restructuring under Chapter 11.  The Debtors are required to
file a plan and disclosure statement by July 3, 2008, and obtain
confirmation of the plan by October 1, 2008.

Ray VanderKooi, chief financial officer of the BHM Technologies,
relates that without immediate access to credit, the Debtors
will not have sufficient liquidity to provide working capital
during the Chapter 11 cases to provide customers, employees,
vendors, suppliers and other key constituencies with confidence
that the Debtors have sufficient resources available to maintain
their operations in the ordinary course.  "Absent this new
liquidity, I believe that the Debtors' ability to maximize the
value of their estates and reorganize successfully would be
jeopardized, and the Debtors would risk the loss of their going-
concern value to the direct detriment of all parties in
interest," he said.

Mr. VanderKooi asserts that the DIP Facility provided by a
syndicate of prepetition lenders, with Lehman Commercial Paper,
Inc., as administrative agent, constitutes the best alternative
available under the circumstances.

                 Terms of Consensual Plan Agreed

As of the Petition Date, the Debtors owe US$255,700,000 to
lenders under the First Lien Credit Agreement, dated as of
July 21, 2006.  The Debtors are also owe US$72,000,000 to
lenders under the Second Lien Credit Agreement, dated as of
July 21, 2006.

Lehman Commercial Paper, Inc., acted as administrative agent for
the First Lien Lenders.  LCPI acted as initial agent and SAC
Domestic Investments is the successor administrative agent for
the Second Lien Lenders.

The larger holders that make up the First Lien Lenders comprise
the DIP lending syndicate.

Before the Petition Date, the Debtors were engaged in intensive,
arm's-length negotiations with the First Lien Agent and, more
recently, the Second Lien Agent, concerning the terms of a
consensual global restructuring among the Debtors; the First
Lien Lenders; the Second Lien Lenders; and the Debtors' equity
sponsor, Atlantic Equity Partners IV, L.P.

These discussions have resulted in a term sheet, which
represents the material terms and conditions under which the
Debtors may move forward to successfully emerge from Chapter 11
with a significantly reduced balance sheet.

The Term Sheet has been agreed to by claimants holding a
majority in dollar amount of the First Lien Lenders' aggregate
claims and the Second Lien Lenders' aggregate claims.

Further, two plan support agreements have been entered into
prior to the Petition Date:

    (1) a Plan Support Agreement between and among the Debtors,
        certain of the First Lien Lenders and certain of the
        Second Lien Lenders; and

    (2) a Plan Support Agreement between the Debtors' equity
        sponsor, AEP, and LCP as administrative agent for the
        First Lien Lenders.

The Plan Support Agreements are a major step forward in the
context of a global restructuring, relates Robert S. Hertzberg,
Esq., at Pepper Hamilton, LLP, in Detroit, Michigan.

The Term Sheet provides two alternatives -- the "New Money"
alternative and the "No New Money" alternative, both of which
contemplate the cancellation of the existing stock of BHM.  In
the "No New Money" alternative, the First Lien Lenders will
obtain 89% of the common stock of Reorganized BHM, and the
unsecured creditors 11%.  In the "New Money" alternative,
Atlantic Equity Partners will invest US$12,500,000 to purchase
27% of the primary common stock of reorganized BHM, with the
First Lien Lenders getting 65% of the common stock, and the
general unsecured creditors receiving 8% of the common stock, in
exchange for their claims.

A filing of a plan inconsistent with the Term Sheet is an event
of default under the DIP Facility.

                 Principal Terms of DIP Financing

The DIP Facility provides for these terms:

   Borrower:           BHM Technologies, LLC

   Administrative
   Agent:              Lehman Commercial Paper, Inc.

   Total Facilities:   The DIP Facility consists of a term loan
                       and a revolving loan in an aggregate
                       principal amount up to US$45,000,000,
                       subject to reductions.

   Use of Proceeds:    The proceeds of the DIP Facility will be
                       used for (a) working capital and general
                       corporate purposes of the Debtors,
                       including but not limited to,
                       professional fees and expenses, in
                       accordance with the Budget, (b) to
                       provide cash collateral for the renewal
                       or extension of the irrevocable letter of
                       credit in the amount of US$300,000 in
                       connection with the Debtors' workers'
                       compensation insurance, (c) to pay
                       transaction costs, fees and expenses in
                       connection with the DIP Facility and (d)
                       to provide adequate protection to the
                       First Lien Lenders.

   Term:               The DIP Facility will mature
                       Nov. 20, 2008, and can be extended once
                       by up to 90 days with the consent of the
                       DIP Lenders upon the satisfaction of
                       certain conditions.

   Interest Rates:     The Debtors will pay interest at the rate
                       of ABR plus 5.25% (where ABR is the
                       greater of the Prime Rate or 0.5 of 1%
                       plus the Federal Funds Effective Rate) or
                       LIBOR plus 6.25% per annum.

   Default
   Interest Rate:      During an Event of Default, the DIP
                       Facility will bear interest at an
                       additional 2%.
  
   Fees:               The Debtors will pay:

                         * a commitment fee computed at the rate
                           of 0.50% per annum on the average
                           daily amount of the Available
                           Revolving Credit Commitment of the
                           Revolving Credit Lender during the
                           period for which payment is made,
                           payable monthly in arrears on the
                           last day of each month;

                         * 1.0% upfront market fee and an
                           additional 1% upfront market fee of
                           the amount of any additional
                           Commitments;

                         * US$250,000 facility fee payable to
                           the DIP Agent;

                         * US$10,000 per month agency fee
                           payable to the DIP Agent; and

                         * Fees of the DIP Agent and the DIP
                           Lenders, including fees of counsel,
                           and reasonable costs and expenses.

   DIP Liens:          As security for the DIP Obligations, the
                       DIP Agent will receive, subject only to
                       the Carve-Out:

                       (i) First Lien On Unencumbered Property.
                           Pursuant to Section 364(c)(2) of the
                           Bankruptcy Code, a valid, binding,
                           continuing, enforceable, fully-
                           perfected first priority lien on, and
                           security interest in, all real and
                           personal, tangible and intangible
                           prepetition and postpetition property
                           and assets of the Debtors, that are
                           unencumbered, with the exception of
                           Avoidance Actions.

                      (ii) Liens Junior To Certain Existing
                           Liens.

                     (iii) Liens Priming Prepetition Lenders'
                           Liens.

                      (iv) Liens Senior To Certain Other Liens.

   Superpriority
   Claims:             The DIP Lenders will be granted a
                       superpriority administrative claim under
                       Section 364(c)(1) against the Debtors and
                       the property of their estates with
                       priority over any and all administrative
                       expenses, adequate protection claims and
                       all other claims against the Debtors.

   Carve Out:          Carve Out will mean (i) all fees required
                       to be paid to the Bankruptcy Clerk and to
                       the Office of the United States Trustee
                       under 28 U.S.C. Section 1930(a), and (ii)
                       all unpaid professional fees and expenses
                       charged for services performed prior to
                       the giving of an Event of Default notice
                       by the DIP Agent, and (b) up to
                       US$1,000,000 in unpaid professional fees
                       and expenses incurred by the Debtors and
                       the Committee after the date the notice.

   Covenants:          The DIP Agreement contains usual
                       covenants, including, but not limited to,
                       delivery of audited and unaudited
                       financial statements, balance sheets and
                       cash flow statement.  The DIP Agreement
                       also contains usual negative covenants.

                       EBITDA covenants are:
                       
                         Period                 EBITDA
                         ------                 ------
                         May 2008               US$500,000

                         June 2008              US$750,000

                         July 2008              US$1,000,000

                         Each Month Thereafter  The greater of
                                                US$1,500,000 or
                                                15% of
                                                cumulative
                                                EBITDA
                         
   Events of Default:  The DIP Agreement contains usual Events
                       of Default, including, dismissal or
                       conversion of the Debtors' Chapter 11
                       cases; filing of a plan of reorganization
                       inconsistent with the Term Sheet,
                       withdrawal or abandonment of the
                       Reorganization Plan without the consent
                       of the DIP Lenders and the DIP Agent;
                       entry of an order denying confirmation of
                       the Reorganization Plan; termination of
                       guarantees; change of control; and
                       failure of the Debtors to:

                       (i) by the 45th day after the Petition
                           Date, file the Reorganization Plan
                           and Initial Disclosure Statement,

                      (ii) by the 90th day after the Petition
                           Date, obtain an order approving the
                           Initial Disclosure Statement, or

                     (iii) by the 135th day after the Petition
                           Date obtain an order confirming the
                           Reorganization Plan.

   Reservation
   of Rights:          Subject to Section 364(e), if the Plan
                       Support Agreements are terminated, the
                       findings and conclusions in the Interim
                       and Final Orders concerning (i)
                       valuation,

                       (ii) the adequate protection of the
                       Second Lien Lenders and (iii) the
                       Intercreditor Agreement will not be
                       binding on the Second Lien Agent or the
                       Second Lien Lenders.

The Court will conduct a hearing to consider final approval of
the DIP Facility on June 10, 2008 at 1:30 p.m, prevailing
Eastern
time.

Objections to the DIP Financing must be received by the Court,
and counsel to the Debtors, the DIP Agent and the First Lien
Agent by not later than June 3, 2008 at 11:59 p.m., prevailing
Eastern time.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.


BLUE WATER: Bankruptcy Court Approves Disclosure Statement
----------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan approved the Disclosure Statement
explaining the Joint Plan of Liquidation filed by Blue Water
Automotive Systems, Inc., and its affiliates, after finding that
the Disclosure Statement contained adequate information for
creditors to make informed judgment to vote on the Plan.

Approval of the Disclosure Statement will allow the Debtors to
proceed with the solicitation of acceptances of the Plan.  Judge
McIvor set June 10, 2008, as the deadline to return ballots on
the Plan and file objections to the confirmation of the Plan.  A
hearing to consider confirmation of the Plan will be on June 18.

As reported by the Troubled Company Reporter-Latin America on
May 22, Citizens Bank; CIT Group/Equipment Financing, Inc., and
CIT Capital USA, Inc.; and IHB, Inc., formerly known as
Injectronics, Inc., challenged the adequacy of the information
provided in the Debtors' Disclosure Statement.

General Motors Corp., the CIT Entities, and General Electric
Capital and GELCO Corporation, doing business as GE Fleet
Services, also lodged Disclosure Statement objections.

GM pointed out that the Disclosure Statement does not adequately
disclose, and that the Joint Plan of Liquidation does not
adequately protect GM's rights under the Accommodation Agreement
it entered with the Debtors on March 17, 2008.  The
Accommodation Agreement provides that GM will purchase from the
Debtors certain Supplier Owned Tooling and equipment used in the
manufacture of component parts for GM, Aaron M. Silver, Esq., at
Honigman Miller Schwartz and Cohn LLP, in Detroit, Michigan,
said.

Mr. Silver asserted the Plan described in the Disclosure
Statement is not confirmable since the Plan improperly strips GM
of set-off and recoupment rights.

Representing The CIT Group/Equipment Financing, Inc., and CIT
Capital USA, Inc., Shalom L. Kohn, Esq., at Sidley Austin LLP,
in Chicago, Illinois, asserted that the Disclosure Statement
accompanying the Debtors' Joint Plan of Liquidation is
insufficient because it fails to state exactly which assets are
to be sold.  Secured creditors cannot fairly decide whether they
would prefer to vote for a plan, which proposes to sell assets,
or object to it.  The Plan, Mr. Kohn said, also appears to
deprive the CIT Entities of their rights under Section
1129(b)(2)(A) and Section 363(k) to credit bid its debt in
connection with a sale.

Representing General Electric Capital and GELCO Corporation,
doing business as GE Fleet Services, Elena Lazarou, Esq., at
Reed Smith LLP, in New York, said the Disclosure Statement does
not provide creditors any insight as to the value of the
Debtors' assets and, most importantly, the expected proceeds
available for distribution.  Ms. Lazarou pointed out that,
without information  regarding the proposed purchaser, GE does
not have adequate assurance of its ability to perform under the
Agreements.

Pursuant to the Plan, specific equipment secured creditors are
to receive, at the Debtors' election, cash in the amount of
their collateral value or transfer of title to their collateral.  
Ms. Lazarou said the Debtors do not ascribe any collateral
values nor a basis for timetable or procedure for determining
the values.  She said the Disclosure Statement's provision that
the creditors holding specific equipment secured claims totaling
US$452,757 is grossly understated as GE alone is owed by the
Debtors no less than US$2,900,000 pursuant to the agreements
classified as specific equipment secured claims.

The Debtors' Plan contemplates the sale of substantially all of
the Debtors' assets and equity interests on or before June 30,
2008.  Before the Disclosure Statement approval hearing, the
Debtors filed an amended Disclosure Statement to disclose that
the proposed sale excludes one piece of real property located at
Yankee Road in St. Clair, Michigan, and any assets not critical
to the operation of their businesses.  The Debtors further
disclosed that they will submit one Plan with the treatment to
apply to each Debtor.  To the extent there are remaining assets
after the Sale in any Debtor, the Debtors said a separate
Creditors' Trust will be established for each Debtor.

The Debtors further disclosed in the amended Disclosure
Statement that they owe US$55,414 to creditors holding
construction lien filed claims.  The amended Disclosure
Statement provides that the Plan cannot be confirmed if the DIP
Facility Claim will not be paid in full in cash on or prior to
the effective date of the Plan.

A full-text copy of the Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/bw_amendedDS.pdf

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Court will convene a hearing May 23 to consider approval of the
Disclosure Statement explaining the Plan, for voting purposes.  
The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy
News, Issue No. 16, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CABLEMAS SA: To Issue 1st Quarter 2008 Earnings Result on May 30
----------------------------------------------------------------
Cablemas, S.A. de C.V. will hold its fiscal 2008 first quarter
conference call on May 30, 2008 at 11:30 am U.S. ET (10:30 am
Mexico City Time).

The conference call can be accessed by:

     Tel. Numbers: 888-713-4213 (United States)
                   617-213-4865 (international)
     passcode: 36206353.

To pre-register for the conference call use the this link:
https://www.theconferencingservice.com/prereg/key.process?key=PH
YH7H37B

A replay of the call will be available between 1:30 p.m. ET on
May 30 and 11:59 pm ET on June 6.  The replay is accessible by
dialing 888-286-8010 (U.S.) or 617-801-6888 (international) and
entering passcode 57641946.

The earnings release for the first quarter ending March 31, 2008
will be issued on May 29, 2008.

Headquartered in Mexico City, Cablemas SA de CV --
http://www.cablemas.com-- is the second largest Cable TV   
service providers in Mexico servicing over 797,018 cable tv
subscribers and 220,446 high-speed Internet subscribers as well
as 41,062 IP telephony lines with 2,204,603 homes passed.  
Cablemas is the concessionaire with the broadest coverage in
Mexico, operating in 46 cities throughout the country's oil,
maquiladora and tourist regions as of Dec. 31, 2007.

                         *      *      *

As reported in the Troubled Company Reporter-Latin America on
May 21, 2008, Moody's Investors Service has upgraded Cablemas
S.A. de C.V.'s corporate family rating and the senior unsecured
rating on its 9.375% US$175 million of global notes due November
2015 to Ba3 from B1.  Simultaneously, Moody's changed the rating
outlook to positive and concluded its review for possible
upgrade which began March 4, 2008.  Moody's rating outlook is
positive.

At the same time, Standard & Poor's Ratings Services has placed
its 'BB-' long-term corporate credit rating and its 'mxA-'
long-term national scale rating (CaVal) on Cablemas S.A. de C.V.
(Cablemas) on CreditWatch with positive implications.  S&P also
placed its 'BB-' rating on Cablemas' US$175 million senior notes
due 2015 on CreditWatch Positive.


FRONTIER AIRLINES: Panel Wants to Hire Houlihan Lokey
-----------------------------------------------------
The Statutory Committee of Unsecured Creditors of Frontier
Airlines Inc., seeks permission from the U.S. Bankruptcy Court
for the Southern District of New York to retain Houlihan Lokey
Howard Zukin & Capital Inc., as its financial advisors,
nunc pro tunc to bankruptcy filing date.

The Committee believes that Houlihan Lokey, an international
investment banking and financial advisory firm, is well-
qualified to be its financial advisors, in light of the firm's
substantial expertise in financial restructuring in the airline
and related industries.

Houlihan Lokey will:

   * analyze business plans and forecasts of the Debtors;

   * evaluate the Debtors' assets and liabilities;

   * assess the Debtors' financial issues and options concerning
     (i) the sale of the Debtors, either in whole or in part;
     and (ii) the Debtors' Chapter 11 plan of reorganization or
     liquidation;

   * analyze and review the Debtors' financial and operating
     statements;

   * provide financial analyses as the Committee may require;

   * assist in the determination of an appropriate capital
     structure for the Debtors;

   * evaluate the Debtors' debt capacity in light of its
     projected cash flows;

   * assist with a review of the Debtors' employee benefit
     programs, including key employee retention, incentive,
     pension and other post-retirement benefit plans;

   * analyze strategic alternatives available to the Debtors;

   * assist in the review of claims and with the related
     reconciliation, estimation, settlement and litigation;

   * assist the Committee in identifying potential alternative
     sources of liquidity in connection with any debtor-in-
     possession financing or Chapter 11 plan;

   * represent the Committee in certain negotiations with the
     Debtors and third parties;

   * provide testimony in Court or on behalf of the Committee
     with respect to certain issues; and

   * provide other financial and investment banking services to
     the Committee as may be agreed upon.

Pursuant to an engagement letter, Houlihan Lokey's compensation
will include:

   -- a monthly fee of US$150,000;

   -- a transaction or deferred fee, payable by the Debtors in
      an amount equal to 1.5% of the aggregate consideration
      paid by the Debtors, pursuant to a Plan, on account of
      allowed unsecured claims; and

   -- reimbursement of necessary out-of-pocket expenses.

Houlihan Lokey will utilize the services of Simat, Helliesen &
Eichner, Inc., as an industry consultant.  There will be no
additional fees payable under the Engagement Letter that is
associated with the retention of SH&E.

Christopher R. Di Mauro, a managing director at Houlihan Lokey,
assures the Court that his firm is not related to the Debtors or
any parties-in-interest.  Moreover, Houlihan Lokey does not hold
or represent any interest adverse to the Debtors, their estates
and creditors.

In the same manner, SH&E president David H. Treitel discloses
that his firm is a "disinterested person" as that term is
defined in Section 101(4) of the Bankruptcy Code.

                  About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  

(Frontier Airlines Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRONTIER AIRLINES: Section 341(a) Meeting Slated for June 13
------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, will convene
a meeting of Frontier Airlines Holdings Inc.'s creditors on
June 13, 2008, at 1:30 p.m., at 4th Floor, 80 Broad Street in
New York.

This is the first meeting of Frontier's creditors required under
Section 341(a) of the Bankruptcy Code.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtors under oath about Frontier's financial affairs and
operations that would be of interest to the general body of
creditors.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  

(Frontier Airlines Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


LEAR CORP: S&P Holds 'B+' Rating and Removes Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and certain other ratings on Lear Corp. 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 Lear's senior unsecured notes to 'B+' from 'B-', and
assigned a recovery rating of '4' to this debt, indicating the
expectation for average (30%-50%) recovery in the event of a
payment default.  The rating actions reflect the extension of
S&P's recovery ratings to all speculative-grade unsecured debt
issues.
      
"The rating affirmation and stable outlook reflect our view that
Lear's credit measures will remain within our expectations for
the ratings in the face of very challenging North American auto
sector conditions in 2008 and perhaps 2009," said Standard &
Poor's credit analyst Lawrence Orlowski.  In the first quarter
of 2008, which was affected by the American Axle strike, net
sales increased by US$75 million year-over-year and pretax
income rose by US$27 million over the year-earlier period.  The
improvement in profitability reflects savings from restructuring
initiatives and the driving of commercial settlements.
     
The ratings on Lear reflect a highly leveraged financial risk
profile--currently strong for the rating--combined with a weak
business risk position that is dominated by the intense
competitive pressures of the global auto supply industry.  Lear
has a solid market position in the global auto seating supply
sector (79% of revenues) and is a player in the
electrical/electronics auto supply market.
     
The outlook is stable because the company has shown significant
improvement in expanding cash flow and earnings.  But S&P expect
the operating environment for auto suppliers to remain difficult
in 2008, with Lear's leverage and heavy dependence on the U.S.
auto manufacturers making the company especially vulnerable to
negative developments.  Even if the company's financial profile
weakens in 2008, S&P expect it to remain broadly consistent with
the current rating metrics of adjusted debt to EBITDA of less
than 4x and FFO to debt of 15%.  To reach the upper end of S&P's
expected debt to EBITDA metric, Lear's EBITDA would have to drop
an estimated 30% from the levels of the 12 months ended March
29, 2008.  S&P could revise the outlook back to negative if
industry conditions deteriorate more than expected and if
reduced production and higher raw material prices significantly
impair profitability.

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


POLYMER GROUP: Commemorates US$50 Mil. Plant Expansion in Mexico
----------------------------------------------------------------
Polymer Group, Inc., commemorated the start of construction at
its approximately US$50 million plant expansion in San Luis
Potosi, Mexico, with ground breaking ceremonies attended by
government officials, and business and community leaders.

The new state-of-the-art, multi-beam spunmelt line will produce
high-barrier materials for hygiene and medical applications to
meet growing demand from customers in North America, and
increase capacity by approximately 15,000 metric tons.

Governor of the State Marcelo De Los Santos spoke at the
ceremonies along with company executives about the continued
growth of Polymer Group in the region, where it is the market
leader.  He was joined by Carlos Barcena, Secretary of Economic
Development and Jorge Dominguez, Secretary of Labor.

The plant expansion is expected to create more than 40
highly-skilled jobs and also have a far-reaching positive
economic impact on the community through its supplier
relationships.  Polymer Group currently employs approximately
400 people at the plant where it is known for its stability as
an employer.

"The high-quality skilled local workforce and support from the
government has enabled PGI to grow and thrive at this plant
since we began operations in 1994," said Polymer Group's vice
president and general manager for Latin America, Rolando
Dominguez.

Polymer Group Inc. is building an expansion at its plant in Zona
Industrial del Potosi that will house the new Reifenhauser
REICOFIL 4 line.  In addition to serving customers in Mexico and
the United States, it also is a gateway for the company to
supply its products to Central America and the Caribbean.  The
new line is expected to begin production by mid-2009.

The line will feature the latest technology and produce high-
quality, lightweight, strong fabrics that are used in fine
denier back sheet, leg cuffs and materials that go into other
parts of diapers, as well as fabrics that provide high-barrier
protection and comfort for medical garments.

The plant began operations in 1989 as Bonlam S.A., a subsidiary
of Cydsa S.A. de C.V.  Since Polymer Group purchased the plant
in 1994, the company has made several expansions and major  
investments at the facility, more than quadrupling overall
employment.

                    About Polymer Group Inc.

Headquartered in Charlotte, North Carolina, Polymer Group Inc.
(OTC:POLGA) -- http://www.polymergroupinc.com/-- is a global    
manufacturer and marketer of nonwoven and oriented polyolefin
products.  The company supplies engineered materials to a number
of consumer and industrial product manufacturers in the world.  
The company's product offerings are sold to converters that
manufacture a range of end-use products.  It is also a producer
of spunmelt and spunlace products, and employs a range of
nonwovens technologies that allow it to supply products tailored
to customers' needs.  The company develops, manufactures and
sells an array of products.  The company has operations in
Argentina.

                         *     *     *

Polymer Group Inc. continues to carry Moody's Investor Service's
'B1' bank loan debt and long term corporate family ratings which
were placed in November 2005.

As reported in the Troubled Company Reporter-Latin America on
April 7, 2008, Polymer Group Inc. recorded a net loss of US$41.1
million for fiscal year ended Dec. 29, 2007, and reported net
loss of US$21.8 million for the fourth quarter 2007.


* TULTITLAN: Moody's Ups Issuer Rating; Holds B1 Global Scale
-------------------------------------------------------------
Moody's Investors Service has upgraded the issuer rating on the
municipality of  Tultitlan to Baa1.mx (Mexican National Scale)
from Baa2.mx, while maintaining the global scale rating at B1.  
The upgrade was prompted by the recent and moderate improvement
in the municipality's financial performance and debt profile,
after years of posting recurrent and sizable budgetary deficits.  
The new rating, however, continues to reflect the municipality's
still weak financial position marked by the accumulation of a
large amount of accounts payable with the state pension system
and suppliers, tight liquidity levels, the poor financial
situation of the municipal water company (APAST), and the
challenges posed by large infrastructure needs.  The outlook on
both the national and global scale ratings is stable.

The upgrade to the issuer rating was prompted primarily by
the recent improvement in the municipality's financial
performance.  In 2006 and 2007, spending restraint in almost
all areas, particularly in personnel, produced a notable
improvement in operating margins, which together with lower
capital spending (on average 12% of revenue in 2006-2007
compared to 21.5% in the previous two years) resulted in a more
moderate deficit of 2% of total revenue in 2006 and a budgetary
surplus of 16% in 2007, the first financing surplus in more than
a decade.  This represents a marked improvement over the first
half of this decade, a period in which the municipality
registered recurrent and sizable budgetary deficits ranging from
a moderate 2% of total revenue in 2002 to an average of 20% in
the years 2003 to 2005.

Liquidity levels, however, continue to be tight, with net
working capital ranging from negative 44% of total spending in
2003 to negative 29% last year.  Assessing the exact changes in
the municipality's financial position is complicated by the
presence of discrepancies between the financial results reported
in the income statement with changes in the municipality's
balance sheet.

Tultitlan direct debt is expected to rise to 23% of revenue
as the municipality is about to borrow MXN164 million to fund
capital investment projects worth MXN84 million and to refinance
a long-term loan from Banobras.  Debt service on the new 10-year
loan is expected to reach 5% of discretionary revenue in 2009,
which along with the payments due to the state of Mexico's
pension system (ISSEMyM) will bring debt service on all the
municipality's financial obligations to a still manageable 8% of
discretionary revenue.

The weak situation of the municipal water company is an
important contingent liability.  In recent years, APAST has
experienced significant financial difficulties, which forced the
municipality to pay off a short-term bank loan of MXN16 million
owed by the company in 2006.  Also, APAST owes the state of
Mexico Water Commission (CAEM) approximately MXN1 billion, a
debt that is not guaranteed by the municipality.



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

CABLE & WIRELESS: S&P Revises Outlook to Developing From Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Cable & Wireless PLC to developing from stable.  The developing
outlook means ratings can be raised, lowered, or affirmed.  The
'BB-' long-term and 'B' short-term corporate credit ratings
remain unchanged.
     
"The outlook revision reflects a potential change in C&W's
business mix in the near term as a result of a review of the
group's structure and assets," said S&P's credit analyst Karim
Nadji.
     
Management has publicly confirmed that several options for value
realization will be considered by the board--including a
demerger of some activities -- in the fiscal year ending March
31, 2009, creating potential significant uncertainties for the
company's future business risk and financial risk profiles.
     
The developing outlook reflects significant uncertainty about
whether, and how, Cable & Wireless might dispose some of its
assets or restructure the group over the next 12 months.  If the
company decides against any substantive changes, S&P could
revise the outlook back to stable.  Conversely, the rating
agency could place the ratings on CreditWatch if there is an
expected nearer-term change in the company's business portfolio
or corporate structure.  This might entail a legal separation of
the EAUS and international divisions.
     
If S&P has visibility on likely positive or negative development
for the ratings, the rating agency will revise the outlook, or
CreditWatch implications, accordingly.

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

Specifically, the company's operations are in the United
Kingdom, India, China, the Cayman Islands and the Middle East.


EMPRESAS ICA: Panama Unit Opens "Las Islas de Punta Pacifica"
-------------------------------------------------------------
Empresas ICA S.A.B de C.V.'s ICA Panama subsidiary has began the
presale of building lots for its "Las Islas de Punta Pacifica"
development on two new islands to be created in Panama City,
Panama.

The islands will be 150 meters offshore from the southern end of
the existing Punta Pacifica development and will have land areas
of 10.3 and 8.8 hectares; the islands will have 138 single
family home sites.  The resources for the required investment
will come from the sale of the lots and all necessary permits
have been received.  ICA Panama was granted the rights to
develop these islands by the government in 1996 in connection
with the development of the Corredor Sur expressway.

ICA Panama will participate only in the marketing of the home
sites, and expects to subcontract construction to local
construction firms.  Construction is expected to begin in the
near future, and to be completed in 2011.

Empresas ICA, S.A.B de C.V. -- http://www.ica.com.mx/-- the   
largest engineering, construction, and procurement company in
Mexico, was founded in 1947.  ICA has completed construction and
engineering projects in 21 countries.  ICA's principal business
units include civil construction and industrial construction.
Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Empresas ICA S.A.B.
de C.V.  S&P said the outlook is stable.



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

AFC ENTERPRISES: To File 2008 First Quarter 10-Q Form Tomorrow
--------------------------------------------------------------
AFC Enterprises, Inc., said that its Quarterly Report on Form
10-Q for first quarter 2008 which ended April 20, 2008, will be
filed on May 28, 2008, after market closes.  The company will
host a conference call on May 29, 2008 at 9:00 A.M. Eastern Time
to review these results and discuss.

A live listen-only webcast of the conference call will be
available on the the company's Web site at http://www.afce.com

A replay of the conference call will be available for 90 days at
the company's web site or through a dial-in number for a limited
time following the call.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. (Nasdaq:
AFCE) -- http://www.afce.com/-- owns, operates and franchises   
Popeyes Chicken & Biscuits quick service restaurants.  As of
July 15, 2007, AFC owned and operated 61 restaurants and
franchised 1,817 restaurants in 44 states, the District of
Columbia, Puerto Rico, Guam and 23 foreign countries.  The
Popeyes concept features a New Orleans Cajun-style menu, with
regional items such as spicy fried chicken pieces, chicken
sandwiches and strips, fried shrimp , jambalaya and red beans &
rice.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 26, 2007, Moody's Investors Service changed AFC
Enterprises Inc.'s rating outlook to stable from positive.  
Concurrently, Moody's affirmed all the debt ratings of AFC,
including its B1 corporate family rating and probability of
default rating at B2, while upgrading the senior secured credit
facilities rating to Ba3 from B1.


ANGEL MARTINEZ: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Angel Luis Colon Martinez
        Urb. Playa Del Sur
        40 Calle Velero
        Ensenada, PR 00647

Bankruptcy Case No.: 08-02394-11

Chapter 11 Petition Date: April 18, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
                  Bufete Santiago & Gonzalez
                  11 Calle Betances
                  Yauco, PR 00698
                  Tel: 787 267-2205
                  e-mail: ecf@santiago-gonzalez.com

Total Assets: US$1,983,795

Total Debts:    US$807,019

Debtor's Largest Unsecured Creditor:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
CRIM                           Trade Debt                
US$3,380
PO Box 28
Calle Amarillo #1738, Suite 202
San Juan, PR 00926


HORIZON LINES: Likely Earnings Pressure Cues S&P's Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Horizon Lines Inc. to negative from stable.  S&P affirmed the
'BB-' long-term corporate credit rating.  At the same time, S&P
affirmed the 'BB+' rating on the senior secured debt while
leaving the recovery rating on this debt unchanged at '1',
indicating expectations of a substantial (90%-100%) recovery in
the event of a payment default.  In addition, S&P affirmed the
'B' rating on the senior unsecured notes while leaving the
recovery rating unchanged at '6', indicating expectations of a
negligible (0%-10%) recovery in the event of a payment default.
      
"The outlook revision reflects our expectation that earnings
will remain under pressure due to rising bunker fuel prices,
despite a fuel surcharge program, and continued softness in
Puerto Rico, market trends we expect to continue over at least
the next year," said S&P's Funmi Afonja.  The company recently
lowered its 2008 earnings guidance for these reasons and cited
expectations of reduced cargo volumes in Puerto Rico.  The
negative outlook also reflects the potential for credit measures
to weaken further if the company makes an acquisition in the
next year to grow its logistics segment.
     
Ratings on Horizon Lines reflect the company's highly leveraged
financial profile, shareholder-friendly financial policies, and
participation in the capital-intensive and competitive shipping
industry.  Positive credit factors include barriers to entry
afforded by the Jones Act and fairly stable demand from the
company's diverse customer base.
     
In September 2007, the company created Horizon Logistics to
expand and develop its existing fully integrated logistics
services business and to help maintain its established container
shipping business.  Horizon Lines operates under the Jones Act,
which requires that shipments between United States ports be
carried on U.S.-built vessels that are flagged in the U.S.,
crewed by U.S. citizens, and operated by companies that are at
least 75% owned by U.S. citizens.  These requirements narrow the
competitive landscape by excluding direct competition from
foreign-flagged vessels.
     
The negative outlook reflects S&P's expectations of increased
earnings pressures because of rising fuel prices, weak market
conditions in Puerto Rico, and the likelihood of an acquisition
in the next year.  A material weakening in earnings or an
increase in debt leverage to finance an acquisition would likely
result in a downgrade.  S&P could revise the outlook back to
stable if earnings and credit metrics strengthen as a result of
improved market conditions or the company adopts a less-
aggressive financial policy.
     
On April 17, 2008, the company confirmed that U.S. federal
agents served search warrants and a grand jury subpoena relating
to an investigation of pricing practices of ocean carriers
operating in the Puerto Rico trade.  At this time, ratings and
outlook on Horizon Lines Inc. are not affected.  S&P will
continue to monitor developments.

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizon-lines.com/-- is a domestic   
ocean shipping and integrated logistics company comprised of two
primary operating subsidiaries.  Horizon Lines LLC operates a
fleet of 21 U.S.-flag containerships and 5 port terminals
linking the continental United States with Alaska, Hawaii, Guam,
Micronesia, Asia and Puerto Rico.  Horizon Logistics LLC offers
customized logistics solutions to shippers from a suite of
transportation and distribution management services designed by
Aero Logistics, information technology developed by Horizon
Services Group and intermodal trucking and warehousing services
provided by Sea-Logix.


SALLY BEAUTY: March 31 Balance Sheet Upside-Down by US$753.3 Mln
----------------------------------------------------------------
Sally Beauty Holdings Inc.'s consolidated balance sheet at
March 31, 2008, showed US$1.4 billion in total assets,
US$2.1 billion in total liabilities, and US$6.2 million in stock
options subject to redemption, resulting in a US$735.3 million
total stockholders' deficit.

The company reported GAAP net earnings of US$12.4 million for
the fiscal 2008 second quarter ended March 31, 2008, compared to
US$11.0 million for the fiscal 2007 second quarter.

For the fiscal 2008 second quarter, adjusted net earnings were
US$17.9 million, after adjusting for US$5.5 million in non-cash
interest expense from marked-to-market changes in the fair value
of the company's interest rate swaps.  For the fiscal 2007
second quarter, adjusted net earnings were US$12.1 million,
after adjusting for US$1.1 million in non-cash interest expense.

On a GAAP basis, net earnings for the six months ended March 31,
2008, increased by 88.6% to US$26.7 million, compared to
US$14.2 million for the six months ended March 31, 2007.

For the six months ended March 31, 2008, adjusted net earnings
were US$35.9 million, after adjusting for US$9.1 million in non-
cash interest expense from marked-to-market changes in the fair
value of the company's interest rate swaps.  For the six months
ended March 31, 2007, adjusted net earnings were US$14.6
million, , after adjusting for US$400,000 for non-cash interest
expense net of tax.

"Consolidated net sales for the fiscal 2008 second quarter were
US$643.0 million, an increase of 5.6% over the fiscal 2007
second quarter, and same store sales grew 2.8%," stated Gary
Winterhalter, president and chief executive officer.  "We are
pleased with the company's second quarter results.  Given the
greater exposure to the U.S. retail consumer in our Sally Beauty
Supply segment, I am encouraged by same store sales increases
that have strengthened since our December quarter.  

"We are excited about the marketing and merchandising
initiatives planned for Sally Beauty Supply, including the
exclusive merchandising agreement in the U.S. and Canada for
certain hair extension products promoting Paris Hilton.  

"The Sally segment acquisition of Pro-Duo, N.V., a 40-store
beauty supply chain located in Belgium, France and Spain, is a
critical step in our international expansion plan.  For the
Beauty Systems Group segment, same store sales growth was solid
in the second quarter, and we believe that our initiatives are
in place to return BSG to historical levels of profitability
during fiscal 2008, while implementing operating margin
improvements for future years."

                            Net Sales

Consolidated net sales for the fiscal 2008 second quarter were
US$643.3 million compared to US$609.3 million in the fiscal 2007
second quarter.  The company's consolidated same store sales
increased by 2.8% during the fiscal 2008 second quarter over the
fiscal 2007 second quarter.

For the six months ended March 31, 2008, consolidated sales were
US$1.3 billion compared to US$1.2 billion for the six months
ended March 31, 2007, an increase of 4.8%, which included a 2.4%
consolidated same store sales increase.

                           Gross Profit

For the fiscal 2008 second quarter, consolidated gross profit
was US$298.4 million and gross profit as a percentage of sales
was 46.4% compared to 46.5% in the fiscal 2007 second quarter.

For the six months ended March 31, 2008, consolidated gross
profit was US$604.6 million, and gross profit, as a percentage
of sales, was 46.5% compared to US$567.5 million or 45.8% for
the six months ended March 31, 2007.

           Selling, General and Administrative Expenses

For the fiscal 2008 second quarter, selling, general and
administrative (SG&A) expenses were US$221.1 million, or 34.4%
of sales, versus US$212.2 million, or 34.8% of sales, in the
fiscal 2007 second quarter.  

SG&A expense increases for the fiscal 2008 second quarter
included US$3.5 million of costs related to acquired businesses
and increased rent expense of approximately US$2.3 million,
primarily for new stores.  SG&A expenses for the fiscal 2008
second quarter also included US$1.6 million of share-based
compensation compared to US$600,000 in the fiscal 2007 second
quarter.  

SG&A expenses for the six months ended March 31, 2008, were
US$445.6 million, or 34.3% of sales, versus US$425.4 million, or
34.3% of sales for the six months ended March 31, 2007.  

The US$20.2 million increase included US$12.1 million of costs
related to acquired businesses and US$1.5 million of retention
incentives for Beauty Systems Group direct sales consultants
affected by the L'Oreal contractual changes during fiscal 2007.  
In addition, SG&A expenses for the six months ended March 31,
2008, included US$7.2 million of share-based compensation
expense compared to US$6.3 million in the fiscal 2007 second
quarter.  

     Pro-Duo Acquisition for the Sally Beauty Supply Segment

On May 7, 2008, the company acquired Pro-Duo, N.V., a 40-store
beauty supply chain located in Belgium, France and Spain for
19.3 million Euros, or approximately US$29.8 million, subject to
certain adjustments.  The acquisition was funded through
US$29.8 million in cash and borrowings on the company's asset-
based revolving loan facility (ABL) and the assumption of 2.7
million Euros, or approximately US$4.0 million, of debt from
Pro-Duo.  

                       Interest Income, Net

Interest expense, net of interest income, for the fiscal 2008
second quarter was US$47.6 million and included US$8.6 million
of non-cash expense related to the company's interest rate swap
transactions.  Fiscal 2007 second quarter interest expense of
US$42.9 million included US$1.7 million of non-cash expense for
the marked-to-market change in fair value for interest rate swap
transactions.

Interest expense for the six months ended March 31, 2008, net of
interest income, was US$94.1 million, including US$14.3 million
of non-cash interest expense related to the interest rate swaps,
compared to US$62.1 million, including US$700,000 of non-cash
interest expense related to the interest rate swaps, for the six
months ended March 31, 2007.

                    Provision for Income Taxes

Income taxes were US$5.5 million for the fiscal 2008 second
quarter and US$14.5 million for the six months ended March 31,
2008.  The company's effective tax rate for fiscal 2008 is
currently projected to be approximately 35.5%.

                         Adjusted EBITDA

Adjusted EBITDA increased 10.6%, or US$7.6 million, for the
fiscal 2008 second quarter to US$79.0 million, compared to
US$71.4 million for the fiscal 2007 second quarter.  For the six
months ended March 31, 2008,  Adjusted EBITDA increased by 12.0%
to US$166.2 million, compared to US$148.4 million, for the six
months ended March 31, 2007.

                 Liquidity and Capital Resources

Cash and cash equivalents as of March 31, 2008, was
US$31.4 million.  As of March 31, 2008, the company had US$317.8
million available for additional borrowings under its ABL
facility, subject to base limitations, as reduced by outstanding
letters of credit.   

The company's debt, excluding capital leases totaled
approximately US$1.77 billion as of March 31, 2008, as compared
to approximately US$1.76 billion as of March 31, 2007.  For the
six months ended March 31, 2008, the company's capital
expenditures totaled US$25.7 million and are currently projected
to be approximately US$60.0 million for the 2008 fiscal year,
excluding acquisitions.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2c6a

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international  
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  Beauty Systems
Group stores, branded as CosmoProf or Armstrong McCall stores,
along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.



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

ASPEN TECHNOLOGY: Defers Financials Filing Due to Acctg. Errors
---------------------------------------------------------------
Aspen Technology Inc. was delayed in the preparation of its
restated financial statements to be included in its Form 10-K
filing for the period ended June 30, 2007, and its Form 10-Q for
the period ended Sept. 30, 2007, due to errors the company
identified in its accounting for sales of installments
receivable.  After those errors were identified, the Audit
Committee of its Board of Directors and its management also
determined to engage in a detailed review of other accounts in
the company's financial statements.

In addition, the Audit Committee of its Board of Directors
appointed a new independent registered public accounting firm on
March 12, 2008 for the fiscal year ending June 30, 2008.

On April 11, 2008, the company filed its Form 10-K for the
period ended June 30, 2007, and its Form 10-Q for the period
ended Sept. 30, 2007.  However, as a result of the concentration
of resources on completing the preparation of its restated
financial statements to be included in the Form 10-K for the
period ended June 30, 2007, and its Form 10-Q for the period
ended Sept. 30, 2007, as well as delays in completing its
financial reporting for the quarter ended Dec. 31, 2007, the
company was not able to file its Form 10-Q for the period ended
Dec. 31, 2007, within the prescribed time period, and also were
not able to timely file its Form 10-Q for the period ended
March 31, 2008.

                        About AspenTech

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq: AZPN) -- http://www.aspentech.com/-- provides process   
optimization software and services.  AspenTech's integrated
aspenONE(TM) solutions enable manufacturers to reduce costs,
increase capacity, and optimize operational performance end-to-
end throughout the engineering, plant operations, and supply
chain management processes.

The company's EMEA operations is headquartered in the United
Kingdom.  AspenTech's Asia headquarters is located in China.  In
South America, the company has operations in Argentina, Brazil
and Venezuela.  The company also has operations in Mexico City
through AspenTech de Mexico S. de R.L. de C.V.

                          *     *     *

Moody's Investor Service placed the company's long-term
corporate family rating at B2 and its equity-linked rating at
Caa1 in October 2001.  These ratings still hold to date with a
stable outlook.



* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                   Shareholders    Total
                                      Equity      Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------               ------    ------------   -------
Arthur Lange             ARLA3       (20.87)        34.65
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (480.75)       423.86
Caf Brasilia             CAFE3      (909.16)        95.01
Chiarelli SA             CCHI3       (68.72)        42.15
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (751.50)       450.17
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (52.94)        93.89
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (115.97)        18.29
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.17)       535.01
Minupar                  MNPR3       (27.58)       158.43
Wetzel SA                MWET3       (15.02)       137.09
Nova America SA          NOVA3      (300.97)        41.80
Paranapamema SA          PMAM3      (105.13)     3,724.69
Paranapamema-PRF         PMAM4      (105.13)     3,724.69
Recrusul                 RCSL3       (67.90)        27.89
Telebras-CM RCPT         RCTB30     (163.58)       229.94
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (81.35)        44.82
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (63.13)       235.18
Teka                     TEKA3      (347.19)       522.28
Telebras SA              TELB3      (163.58)       229.94
Telebras-CM RCPT         TELE31     (163.58)       229.94
Telebras SA              TLBRON     (163.58)       229.94
TECTOY                   TOYB3        (6.58)        36.02
TEC TOY SA-PREF          TOYB5        (6.58)        36.02
TEC TOY SA-PF B          TOYB6        (6.58)        36.02
TECTOY SA                TOYBON       (6.58)        36.02
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37

                            ***********


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

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

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

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

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

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


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