TCRLA_Public/080602.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Monday, June 2, 2008, Vol. 9, No. 108

                            Headlines


A R G E N T I N A

ALITALIA SPA: Posts EUR495MM Net Loss for Year Ended Dec. 31
ALITALIA SPA: Board Calls for Urgent Capital Injection
AUTOMOTORES SAN TELMO: Trustee Verifies Claims Until July 21
DELTA AIR: Merger With Northwest Likely to be Approved
DELTA AIR: Pilots Overwhelmingly Ratify Modified Pilot Agreement

DELTA AIR: Closing Nine Airport VIP Lounges to Reduce Costs
EMPRENDIMIENTOS VALLE: Court Concludes Reorganization
INDUSTRIAS METALURGICAS: Fitch Rates Proposed US$65MM Notes at B
METROGAS SA: Earns ARS2.3 Mil. in First Quarter Ended March 31
ROCCO VALENTI: Trustee Verifies Proofs of Claim Until July 1

SUPERVIELLE BANEX XXIII: Moody's Junks Subordinated Certificates
TELECOM ARGENTINA: U.S. Court Favors Firm in Argo Fund Case
TYSON FOODS: Eyes Tie-Up With Godrej Group for India JV


B E R M U D A

ENDEAVOUR CATERPILLAR: Proofs of Claim Filing Is Until June 12
ENDEAVOUR CATERPILLAR: Final Shareholders Meeting Is on July 1
FOSTER WHEELER: U.K. Unit Bags Supply Contract From Woodside
INTELSAT LTD: Unit Bags US$6.5MM DRS Satellite Service Contract


B R A Z I L

BANCO NACIONAL: Investment Unit Eyes BRL1.5 Billion Bond Sale
BANCO PANAMERICANO: Raises US$130MM From Medium Term Notes Issue
BEAR STEARNS: Stockholders Approve US$1.4 Bil. JPMorgan Buyout
GERDAU AMERISTEEL: Fire Breaks Out at Firm's Plant
HEXCEL CORP: Moody's Affirms Ba3 Corporate Family Rating

RHODIA SA: Shareholders Approve Board Resolutions
UAL CORP: Abandons Merger Talks With US Airways, Tribune Says
UNIAO DE BANCOS: Reports Ratio Change & Reserves Capitalization


C A Y M A N  I S L A N D S

CABLE & WIRELESS: Unit's Former CEO Seeks to Recover J$28 Mln.
CAKEWALK MARINE: To Hold Final Shareholders Meeting Today
CALAMOS MULTI-STRATEGY: Claims Filing Deadline Is Until June 3
CASTANET LIMITED: Deadline for Proofs of Claim Filing Is June 3
CAYMAN ABSC NIMS: Proofs of Claim Filing Deadline Is June 3

CAYMAN ABSC NIMS: Claims Filing Deadline Is Until June 3
PARMALAT SPA: Completes Newlat Unit Sale to TMT Finance
PREMIERSHIP MARINE: Proofs of Claim Filing Deadline Is May 31
TGM DIRECTIONAL: Proofs of Claim Filing Deadline Is June 3
UNIVEST DIVERSIFIED: Claims Filing Deadline Is Until May 31


C H I L E

WARNER MUSIC: S&P Keeps BB- Corporate Credit Rating


C O L O M B I A

QUEBECOR WORLD: Incurs US$190 Mil. Net Loss in First Quarter


C O S T A  R I C A

DENNY'S CORP: Stockholders Approve 2008 Omnibus Incentive Plan


US AIRWAYS: Abandons Merger Talks with United, Tribune Says

M E X I C O

AMERICAN AXLE: S&P Cuts Corporate Credit Rating to BB-
AMERICAN AXLE: Appoints David Dauch as President and COO
CABLEMAS SA: Posts MXN2.42BB Consolidated Gross Debt in March 31
CLEAR CHANNEL: Amended Merger Agreement Now Fully Funded
CLEAR CHANNEL: S&P's B+ Credit Rating Remains on Watch Negative

DURA AUTOMOTIVE: Discloses Plan Provisions in SEC Filing
DURA AUTOMOTIVE: J.W. Korth Opposes Confirmation of Plan
FEDERAL-MOGUL: Experts Seek Payment of US$16,066,139 in Fees
* MEXICO: S&P Sees Challenges Ahead on 2008 Loan Securitizations


P A N A M A

CHIQUITA BRANDS: Audit Panel Okays Hiring of PwC as Accountants


P U E R T O  R I C O

DORAL FINANCIAL: Analyst Confirms "Sell" Rating


U R U G U A Y

NAVIOS MARITIME: Reports US$14.2 Million Net Income in 1Q 2008


V E N E Z U E L A

NORTHWEST AIRLINES: Delta Merger Likely to be Approved
PETROLEOS DE VENEZUELA: Petroleum Imports Up 150% in 1Q 2008


* BOND PRICING: For the Week May 26 - May 30, 2008


                         - - - - -


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

ALITALIA SPA: Posts EUR495MM Net Loss for Year Ended Dec. 31
------------------------------------------------------------
Alitalia S.p.A. posted EUR494.64 million in consolidated net
losses on EUR4.85 billion in consolidated net operating revenues
for full year ended Dec 31, 2007, compared  EUR626.95 million in
consolidated net losses on EUR4.72 billion in consolidated net
operating revenues for full year ended Dec 31, 2006.

The year 2007 was characterized by a number of critical
situations mainly due to these factors:

    * rising fuel prices; the cost of fuel rose on average by
      +10.6% compared 2006;

    * the sharp rise in competitive pressure from low-cost
      carriers on domestic and international markets;

    * trade union unrest which, through repeated effects
      especially on regularity and commercial reliability, led
      to revenue losses for 2007 estimated at EUR150 million,
      together with damage to Alitalia's image and its customer
      relations;

    * the loss caused by reducing the value of the fleet by
      EUR97 million.

At the end of 2007, liquidity amounted to EUR362 million, down
by about EUR345 million due not only to business performance but
also to reimbursement of financial debts for EUR176 million.

Net financial indebtedness on Dec. 31, 2007, amounted to
EUR1.164 million showing an increase of EUR171 million compared
to the situation on Dec. 31, 2006.  Investments totaled
EUR153 million in 2007.

The Group's workforce on Dec. 31, 2007, was 11,172 people, down
by 258 compared to Dec. 31 2006.  The Group's average workforce
on the payroll in 2007 was 10,243 people, up by 133 (+1.3%)
compared to 2006, mainly due to the presence of the Volare
company which, for 2006, was officially included in the Group
only in April, but also due to non-implementation
of solidarity contracts for flight crews and the overtime
redundancy fund for ground staff.

The Alitalia Group's operating fleet on Dec. 31, 2007, consisted
of 186 aircraft of which:

    * 157 for short/medium-haul routes; and
    * 29 for long-haul.

As of Dec. 31, 2007, Alitalia had EUR3.59 billion in total
assets, EUR3.21 billion in total liabilities, resulting to
EUR381.37 million in total shareholders' equity.

                        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.


ALITALIA SPA: Board Calls for Urgent Capital Injection
------------------------------------------------------
The Board of Directors of Alitalia S.p.A. has confirmed the need
for recapitalization to be carried out as quickly as possible.

These factors require an asset situation able to sustain the
Alitalia's forecast operations:

    * strongly negative impact of uncertainty;

    * continual erosion of the Company's commercial credibility
      with marked repercussions on sales;

    * resulting critical aspects of implementing actions
      required by the budget; and

    * deterioration of the market scenario, heavily affected by
      continual and ever higher increases in fuel costs.

The Board of Directors, is evaluating the possibilities of
resolving the requirements and, with this object in view, awaits
the measures that the main shareholder -- the Italian government
-- will decide to take.

Failure to achieve integration with a leading airline group has
led to renewed uncertainty within the Company.

From a strictly financial viewpoint, Legislative Decree no. 80
of April 23, 2008, together with the decree approved by the
Council of Ministers on May 21, 2008, has made available a
considerable amount of liquidity and, from the point of view of
business continuity, this shows that the Government itself is
confident about the possibility of completing the privatization
process and restructuring the Company, as coming out by
covering reports of the above mentioned decrees.

                         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, EUR625.6 million
in 2006, and EUR494.64 million in 2007.


AUTOMOTORES SAN TELMO: Trustee Verifies Claims Until July 21
------------------------------------------------------------
The court-appointed trustee for Automotores San Telmo S.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until July 21, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 15, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Automotores San Telmo 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 Automotores San
Telmo's accounting and banking records will be submitted in
court on Oct. 27, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on April 23, 2009.

The debtor can be reached at:

                 Automotores San Telmo S.A.
                 Avenida Mitre 1960  
                 Buenos Aires, Argentina
                 Telephone: 4204-0190


DELTA AIR: Merger With Northwest Likely to be Approved
------------------------------------------------------
The Delta Air Lines Inc. and Northwest Airlines Corp.
consolidation is likely to be approved by the U.S. government,
Rep. John Mica, a Florida Republican, told Reuters.

Rep. Mica, former chairman of the House of Representatives
aviation subcommittee, said in a congressional hearing to
consider approval of the merger that the transaction to create
the world's biggest airline didn't seem to be anti-competitive,
Reuters said.

Antitrust and industry experts have previously said the
Northwest-Delta proposal stood a good chance of winning
regulatory approval.

According to the paper, the merger proposal has met little or no
resistance in Congress, which cannot block a consolidation,
anyway.  However, Reuters pointed out that lawmakers can
"disrupt the timing of the regulatory review, influence
policymakers and rally consumers and workers."

In his opening statement at the hearing, current Aviation
Committee Chairman Rep. James Oberstar said that the tie-up is
expected to have wide ramifications in the airline industry in
general, CNNMoney.com reported.  "This should not be and must
not be considered as a standalone, individual transaction but
rather as the trigger of what will surely be a cascade of
subsequent mergers that will consolidate aviation in the United
States and around the world into global, mega carriers,"
CNNMoney.com quoted Rep. Oberstar, as saying.

Rep. Oberstar is of the opinion that the Northwest-Delta merger
would deter competition at major hubs, which would result in
increased fares, CNNMoney.com stated.

Meanwhile, Northwest CEO Doug Steenland and Delta CEO Richard
Anderson testified that the merger would in fact, encourage
competition because the airlines focus on serving different
regions.  Northwest's forte are in the Midwest, and
internationally, in Asia; while, Delta's strengths are in the
East and the "mountain" West; and internationally, Europe and
Latin America.

"We think it's pro-competitive," Mr. Anderson told CNNMoney.com.  
"It's good for small communities and it will be good for our
employees."

Combined, Delta and Northwest expect to have an aggregate of
more than US$35,000,000 in annual revenues, operate a mainline
fleet of nearly 800 aircraft, hire approximately 75,000
employees worldwide, and with expected liquidity of nearly
US$7,000,000 at closing, the CEOs disclosed, according to The
Associated Press.

Under Delta's agreement with Northwest to combine in an all-
stock transaction, the new Company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
Messrs. Steenland and Anderson disclosed.

Both CEOs also assured that they will not be closing any hubs
after the merger, nor eliminate any frontline positions,
CNNMoney.com said.  Nevertheless, Messrs. Steenland and Anderson
told lawmakers that under the merged company, no more than an
estimated 1,000 corporate positions will be eliminated.  The
CEOs said they would provide legislators "a formal estimate"
within 60 days, according to various reports.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports say.

The Detroit News, however, notes that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                Seniority Issues Remain Afloat

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to The Associated Press.

However, the meeting was not expected to address seniority list
integration, the AP said.  Seniority is critical for pilots in
determining choices on vacations, the best routes, and bigger
planes to fly.  It also sets pilots' compensation.

                    About Northwest Airlines

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

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

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


                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


DELTA AIR: Pilots Overwhelmingly Ratify Modified Pilot Agreement
----------------------------------------------------------------
The Air Line Pilots Association informed Delta Air Lines, Inc.,
that Delta pilots overwhelmingly approved Letter of Agreement
19, which provides certain modifications to Delta's current
Pilot Working Agreement.

The modified Agreement "facilitates the realization of revenue
synergies" from the combination of Delta and Northwest Airlines
Corp., at the closing of the carriers' planned merger.

Delta pilots voted from May 1 until May 14, 2008.

Under the modified Agreement, more than 7,000 pilots at Delta
will receive, among others, a 3.5% equity stake in the Combined
company; and annual pay raises of 5% in 2009, and 4% in 2010 to
2012, under Delta's extended collective bargaining agreement
with the pilots, according to reports from Bloomberg News and
The Associated Press.

The voter turnout was 4,590 out of 6,073 eligible Delta pilots,
of whom 3,580 or 78% voted in favor of ratifying the agreement,
the union's executive committee chairman Lee Moak said in a
letter to pilots, reports say.

The Agreement does not cover Northwest's 5,000 pilots.

In a statement on the company's Web site, Delta's chief
executive officer Richard Anderson said that Delta is pleased
with the Delta pilots' decision, "which [marks] an important
step towards combining our two great airlines."

"We remain committed to working with the ALPA leadership of both
the Delta and Northwest pilots to reach a joint pilot agreement
before the closing of the merger," Mr. Anderson stated.

                 Seniority Issues Remain Afloat

Mr. Moak disclosed that the Delta pilots union aims for the
joint contract and an integrated seniority list prior to the
closing of the Delta-Northwest combination.  This is seen to
speed the integration of booth carriers.

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to AP.

However, the meeting was not expected to address seniority list
integration.

Delta's pilot leaders believe that having an arbitrator to
facilitate issues looming over seniority lists ". . . is an
abdication of leadership," Mr. Moak said, according to the
report.

"The best solution involves pilots negotiating with pilots to
achieve a fair and equitable list," added Mr. Moak.

Seniority is critical for pilots in determining choices on
vacations, the best routes, and bigger planes to fly.  It also
sets pilots' compensation.

          Delta and Northwest Execs Testify On Merger

In congressional hearings held, Mr. Anderson and Northwest CEO
Doug Steenland told lawmakers that the under the merged Company,
no more than an estimated 1,000 corporate positions will be
eliminated.  Messrs. Anderson and Steenland said they would
provide legislators "a formal estimate" within 60 days,
according to various reports.

Combined, Delta and Northwest expect to have an aggregate of
more than US$35,000,000 in annual revenues, operate a mainline
fleet of nearly 800 aircraft, hire approximately 75,000
employees worldwide, and with expected liquidity of nearly
US$7,000,000 at closing, the Executives disclosed, according to
AP.

Under Delta's agreement with Northwest to combine in an all-
stock transaction, the new company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
the Executives have disclosed.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports said.

The Detroit News, however, noted that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

In January 2008, Standard and Poor's said that media reports
that Delta Air Lines Inc. (B/Positive/--) entered into merger
talks with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: Closing Nine Airport VIP Lounges to Reduce Costs
-----------------------------------------------------------
Delta Air Lines, Inc., is planning to shut down eight Crown Room
Club locations and one BusinessElite Lounge in its airport "to
manage costs due to hefty fuel prices," The Associated Press
reports.

The decision is also aimed at aligning the carrier's worldwide
offering of clubs to its flight schedules, a Delta spokeswoman
told AP.

The locations slated for closure are at airports serving Boston,
Cincinnati, Ohio, Kansas City, Seattle, San Juan Puerto Rico,
Phoenix, Denver, Honolulu and London.  Delta's Crown Room Clubs
are still accessible in more than two dozen cities, according to
the report.

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

In January 2008, Standard and Poor's said that media reports
that Delta Air Lines Inc. (B/Positive/--) entered into merger
talks with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


EMPRENDIMIENTOS VALLE: Court Concludes Reorganization
-----------------------------------------------------
Emprendimientos Valle Viejo S.A. concluded its reorganization
process, according to data released by Infobae on its Web site.

The closure came after the National Commercial Court of First
Instance in Venado Tuerto, Santa Fe, homologated the debt plan
signed between the company and its creditors.


INDUSTRIAS METALURGICAS: Fitch Rates Proposed US$65MM Notes at B
----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Industrias
Metalurgicas Pescarmona S.A.I.C. Y F proposed 1-year US$65
million issuance notes due in 2009.  These notes have also been
assigned a Recovery Rating of 'RR4', which indicates average
recovery prospects in the event of default.  Fitch maintains a
foreign and local currency Issuer Default Rating of 'B'.  The
Rating Outlook is Stable.

Industrias Metalurgicas' credit rating is supported by sustained
global demand for hydroelectric and wind technology and
equipment.  The increased attractiveness of renewable energy
sources has boosted the company's backlog to US$1.7 billion as
of January 2008 from US$481 million as of April 2006.  This has
in turn added certainty to the company's cash generation in the
medium term.  Also considered in the company's ratings is its
geographic revenue and asset diversification, and its ability to
generate funds in hard currency, reducing currency mismatch risk
compared to its indebtedness.  For the fiscal year ended Jan.
31, 2008, U.S. dollar denominated sales accounted for
approximately 65% of its total revenue.  This percentage should
increase in the future due to the composition of most of the
company's backlog.

Balanced against these strengths are the company's high
leverage, its sound capital needs to finance projects'
developments and the concentration of its cash flow in a few
large projects in developing countries - namely Brazil,
Venezuela, Colombia, and Malaysia.  While market conditions are
considered favorable for the company at this moment, a sudden
downturn in the key markets would negatively impact the
company's ability to add new contracts.  Additionally, even
though Argentina is not an important sales market for Industrias
Metalurgicas, an increase in economic uncertainty in that
country could lead to a decline in backlog as potential customer
shy away from doing business with the company due to concerns
about its ability to finance its working capital needs.

For the 12 months ended Jan. 31, 2008, the company's revenues
grew to US$285 million and EBITDA to US$67 million compared to
US$267 million and US$57 million in Fiscal 2007, respectively.  
This growth was the result of the maturity of several projects.  
During this time period, its cash flow from operations was
negative due to the large working capital needs that were
required to fund the development of several projects.  As of
Jan. 31, 2008, Industrias Metalurgicas had US$415 million of
total debt, out of which US$351 million had recourse against the
company, and the remaining balance of US$57 million was
structured as a project finance for wind farm developments,
funded through a 12 year loan from the Caixa Economica Federal.  
At that date, the company had US$154 million of cash and
marketable securities.  These figures translate into a total
debt-to-EBITDA of 5.2 times and a net debt-to-EBITDA ratio of
3.1 times.

An improvement in credit metrics is foreseen as the company's
EBITDA level is expected to reach US$120 million in 2009.  The
growth in EBITDA should come from the completion of several
projects that are currently in backlog.  The main hydro projects
are Porce III (Colombia), Bakun (Malaysia), Dardanelos (Brazil),
Simplicio (Brazil), Macagua (Venezuela) and Tocoma (Venezuela).   
Industrias Metalurgicas major wind projects are Caera and Santa
Catarina, both located in Brazil.  Total working capital needs
for the coming year amount to US$65 million, which Industrias
Metalurgicas intends to finance with the proceeds of the
proposed issuance.  The company's total debt-to-EBITDA ratio
should drop to below 3.5 at the Fiscal end January 2009.

Headquartered in Mendoza, Argentina, Industrias Metalurgicas
Pescarmona S.A.I.C. y F aka. IMPSA -- http://www.impsa.com.ar/
-- is one of the largest worldwide providers of integrated
energy solutions for hydropower and wind energy projects through
the production of capital goods and by investing in power
generation projects and is 93.73% owned by the Percarmona
family.  The company has offices in Argentina, Brazil, China,
Colombia, Ecuador, USA, the Philippines, India, Malaysia and
Venezuela.


METROGAS SA: Earns ARS2.3 Mil. in First Quarter Ended March 31
--------------------------------------------------------------
Metrogas SA reported a net income ARS2.3 million for the first
quarter ended March 31, 2008, compared to a net loss of ARS6.3
million in 2007s first quarter.  This variation mainly stems
from a higher operating income.

The company's Consolidated sales during 2008's first quarter
decreased 5.7% from the same year ago quarter.  This reduction
mainly arises from lower sales from MetroENERGIA, which were
partially offset by an increase in MetroGAS' sales to all type
of customers.

MetroGAS' sales increased by 9.8% during the first quarter of
2008, due to the increase in gas sales of ARS6.6 million, as
well as transportation and distribution services of ARS2.2
million and processed natural gas sales of ARS1.7 million.

MetroENERGIA's sales decreased to ARS34.0 million during 2008's
first quarter from ARS59.0 million in the first quarter of 2007,
mainly as a consequence of the decrease in volumes delivered to
power plants and industries on its own behalf.

The company's operating expenses decreased 17.5% in the first
quarter of 2008 to ARS119.2 million from ARS144.5 million in the
same quarter of 2007.  This decrease was mainly due to a 30.9%
decline in gas costs and the reversion on the power plants'
penalties provision  for the 2007's winter period.  The
reduction was partially offset by higher payroll and social
contributions, as well as fixed assets maintenance.  The
reduction in gas costs resulted from lower volumes of gas
purchased by the company, which were partially offset by the
increase in the average price of gas.

Total SG&A expenses increased 23.4% in the first quarter of 2008
compared to the first quarter of last year, mainly as a result
of an increase in contingency  provisions, higher payroll and
social contributions, as well as taxes, rates and contributions.

As a result of the above-mentioned factors, operating results
for 2008's first quarter resulted in an income of
ARS27.7 million, compared to ARS21.3 million in the first
quarter of 2007.

Net financing and holding results for the first quarter of 2008
resulted in a loss of ARS27.1 million, compared to a loss of
ARS29.5 million in the same 2007 quarter.  This variation mainly
stems from the increase in the interests on commercial
operations from assets, as well as the gain obtained from the
reversion of discounting other long-term liabilities.  The
positive result was partially offset by the negative fluctuation
of the exchange rate applicable to the company's foreign-
denominated financial debt.  During the first quarter of 2008,
the peso depreciated 0.6% and 8.1% against the dollar and the
euro, respectively.  During the same quarter of 2007, the peso
depreciated 1.2% and 2.6% against the dollar and the euro,
respectively.

Headquartered in Buenos Aires, Argentina, Metrogas SA
-- http://www.metrogas.com.ar/-- distributes gas to Buenos
Aires and southern and eastern greater metropolitan Buenos
Aires.  The Company has a 35-year concession that began in 1992
to provide natural gas in this area.  The concession is
renewable for an additional 10 years.

Metrogas supplies some 2 million customers in Buenos Aires
through 15,840 km of pipelines, representing about 26% of all
gas retailed in Argentina.   Metrogas is 45% owned by a
subsidiary of UK gas production company BG Group and 26% owned
by a unit of Spanish oil company Repsol YPF.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 2, 2007, Moody's Investors Service upgraded Metrogas S.A.
debt ratings to Caa1 from Caa2 and the national scale rating to
Ba1.ar from B1.ar.  Moody's said the outlook is stable.


ROCCO VALENTI: Trustee Verifies Proofs of Claim Until July 1
------------------------------------------------------------
The court-appointed trustee for Rocco Valenti S.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until July 1, 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 Rocco
Valenti 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 Rocco Valenti's
accounting and banking records will be submitted in court.

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

The debtor can be reached at:

                     Rocco Valenti S.A.
                     Andres Lamas 889
                     Buenos Aires, Argentina


SUPERVIELLE BANEX XXIII: Moody's Junks Subordinated Certificates
----------------------------------------------------------------
Moody's Latin America has assigned a rating of Aaa.ar (Argentine
National Scale) and of Ba1 (Global Scale, Local Currency) to the
Class A and Class B Floating Rate Debt Securities of Fideicomiso
Financiero Supervielle Creditos Banex XXIII issued by Deutsche
Bank S.A. -- acting solely in its capacity as Issuer and
Trustee.  This issuance is not an obligation of Deutsche Bank
S.A. and therefore the rating assigned does not reflect the
credit quality of Deutsche Bank S.A.

Moody's also assigned ratings of Ba1.ar (Argentine National
Scale) and Caa1 (Global Scale, Local Currency) to the
subordinated certificates.

The assigned ratings are based on these factors:

  -- The credit quality of the securitized personal loans

  -- The ability and willingness of Argentina's National
     Governmental Agency of Social Security, Administracion
     Nacional de la Seguridad Social (ANSES) to make monthly
     pensions

  -- The ability of Banco Supervielle to act as the servicer of
     the pool.

  -- The ability of Deutsche Bank SA to act as trustee in this
     transaction

  -- Initial credit enhancement of 15% for the Class A and Class
     B Floating Rate Debt Securities, provided through
     subordination

  -- The availability of various reserve accounts, and

  -- The legal structure of the transaction.

                     The Securitized Pool

The rated securities are payable from the cash flow coming from
the assets of the trust, which is an amortizing pool of
approximately 27,106 eligible personal loans denominated in
Argentine pesos, with a fixed interest rate, originated by Banex
(now Banco Supervielle), in an aggregate amount of
ARS70,000,814.88.  Moody's has assigned a local currency deposit
rating of Aa2.ar in the Argentine National Scale to Banco
Supervielle SA.

These personal loans are granted to pensioners that receive
their monthly pensions from Argentina's National Governmental
Agency of Social Security (ANSES).  Banco Supervielle is the
payment agent for this government entity and deducts the monthly
loan installment directly from the borrower's paycheck.

At closing, about 75.04% of the pool was constituted by loans
granted to ANSES's pensioners, while the remaining 24.96% of the
pool were loans granted to government employees of the Province
of San Luis.

Moody's considered the risk that a disruption in the flow of
payments from ANSES to pensioners could severely affect the
performance of the pool.  Moody's believes that the ratings
assigned are consistent with this risk.

                           Structure

Deutsche Bank S.A. (Issuer and Trustee) issued two classes of
Debt Securities (Class A and Class B Floating Rate) and one
class of Certificates, all denominated in Argentine pesos.

The Class A Floating Rate Debt Securities will bear a BADLAR
interest rate plus 300 basis points.  The Class A Floating Rate
Debt Securities' interest rate will never be higher than 18% or
lower than 11%.

The Class B Floating Rate Debt Securities will bear a BADLAR
interest rate plus 548 basis points.  The Floating Rate Debt
Securities' interest rate will never be higher than 22% or lower
than 12%.

Overall credit enhancement is comprised of 15% subordination for
the Class A and Class B Floating Rate Debt Securities; various
reserve funds; and excess spread.

Payment of principal on the Class B Floating Rate Debt
Securities has a grace period of 9 months.  During the grace
period, interest on the Class B Floating Rate Debt Securities
will be accrued monthly and paid on a quarterly basis. Starting
on the first principal payment date for the Class B Floating
Rate Debt Securities, interest will be paid monthly.  The Class
A Floating Rate Debt Securities are expected to be paid off in 9
months.  The Certificates are entitled to receive repayment of
principal by the legal final maturity date of the transaction
only after Class A and Class B Floating Rate Debt Securities are
paid in full.

Rating actions for Banco Supervielle SA:

  -- ARS29,050,000 in Class A Floating Rate Debt Securities of
     "Fideicomiso Financiero Supervielle Creditos Banex XXIII",
     rated Aaa.ar (Argentine National Scale) and Ba1 (Global
     Scale, Local Currency)

  -- ARS30,450,000 in Class B Floating Rate Debt Securities of
     "Fideicomiso Financiero Supervielle Creditos Banex XXIII",
     rated Aaa.ar (Argentine National Scale) and Ba1 (Global
     Scale, Local Currency)

  -- ARS10,500,000 in Certificates of "Fideicomiso Financiero
     Supervielle Creditos Banex XXIII", rated Ba1.ar (Argentine
     National Scale) and Caa1 (Global Scale, Local Currency)


TELECOM ARGENTINA: U.S. Court Favors Firm in Argo Fund Case
-----------------------------------------------------------
Emily Chasan at Reuters reports that the U.S. Second Circuit
Court of Appeals has rejected Argo Fund Ltd.'s request to pursue
its own claims against Telecom Argentina SA over a 2005 debt
restructuring.

Telecom Argentina, which was pushed into insolvency in 2001, was
prohibited from increasing prices and had to accept client
payments in rapidly devaluing Argentine pesos, Reuters relates.  
It found it was unable to support its foreign debt obligations
which it had to pay in a foreign currency that was increasing in
value.  The firm negotiated with creditors and secured court
approval to complete a US$2.63 billion debt exchange through an
Argentine process called the Acuerdo Preventivo Extrajudicial.  
The firm then filed a bankruptcy protection in the U.S.
bankruptcy court in Manhattan in 2005.  It sought protection
from U.S. creditors who hadn't signed off on its debt
restructuring.  Argo Fund didn't agree to the restructuring.  It
claimed that the APE proceeding was invalid in U.S. courts as it
lacked certain protections and wasn't undertaken in "good
faith".  Argo Fund sought to have its own proceedings against
Telecom Argentina in the U.S.  The court rejected Argo Fund's
claims in February 2006, and the ruling was upheld on appeal
later that year by the U.S. District Court in Manhattan.  
According to the court, Argo Fund could have raised its
objections in Argentine courts.

Telecom Argentina's foreign bankruptcy proceeding could be
recognized in U.S. courts, Reuters says, citing the Second
Circuit Court of Appeals.  Foreign proceedings didn't have to be
identical to the U.S. bankruptcy code, the court said.  "Argo's
challenge to the APE in the United States, after refusing to
participate even by objection in the Argentine proceedings and
after Telecom closed on the APE, is contrary to our long-
standing recognition that foreign courts have an interest in
conducting insolvency proceedings concerning their own domestic
business entities," the court added.

The recent ruling "vindicates the notion that creditors in
insolvency proceedings pending in other countries cannot use
U.S. courts inappropriately to try to evade the rules that would
apply to them in the foreign country's proceedings," Reuters
states, citing Telecom Argentina's legal representative Karen
Wagner.

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

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

                         *     *     *

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


TYSON FOODS: Eyes Tie-Up With Godrej Group for India JV
-------------------------------------------------------
Tyson Foods Inc. is in talks with Godrej Group for a poultry
processing joint venture in India's protein market, The Morning
News reports.

However, Tyson said that any potential deal is too early to
disclose, the report adds.

The report, citing various news sources in India, said if the
contract is completed in June, Tyson Foods will hold a 51% stake
in the joint venture while Godrej Agrovet, an animal feed titan
in India, will own the rest.

Both firms will benefit the joint venture, market watchers
reportedly said.  Tyson Foods will have permission to enter
through the supply-chain and distribution channels owned by
Godrej and to tap into the growing markets for chicken products.  
Godrej Agrovet will also gain entry to food processing
efficiencies and the product development technology of Tyson
Foods, the report states.

The report notes that both parties have a previous deal through
Siloam Springs-based Cobb-Vantress, a subsidiary of Tyson Foods
involved in poultry breeding.

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

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

                          *     *     *

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




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

ENDEAVOUR CATERPILLAR: Proofs of Claim Filing Is Until June 12
--------------------------------------------------------------
Endeavour Caterpillar New Zealand Finance Company's creditors
are given until June 12, 2008, to prove their claims to Jennifer
Y. Fraser, 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.

Endeavour Caterpillar's shareholders agreed on May 21, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


ENDEAVOUR CATERPILLAR: Final Shareholders Meeting Is on July 1
--------------------------------------------------------------
Endeavour Caterpillar New Zealand Finance Company will hold
its final general meeting on July 1, 2008, at 11:30 a.m. at  
Canon's Court, 22 Victoria Street, Hamilton, Bermuda on Tuesday.

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.

Endeavour Caterpillar's shareholders agreed on May 21, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


FOSTER WHEELER: U.K. Unit Bags Supply Contract From Woodside
------------------------------------------------------------
Foster Wheeler Ltd.'s U.K.-headquartered subsidiary, Foster
Wheeler Energy Limited, part of its Global Engineering and
Construction Group, has been awarded an engineering and
materials supply contract by Woodside for two gas turbine
exhaust waste heat recovery units for the processing train at
its Pluto liquefied natural gas Project in Western Australia.  
The two identical units will recover energy from gas turbines
used for power generation, to provide hot water for use
elsewhere in the facility.

The Foster Wheeler contract value for this project was not
disclosed and was included in the company's first-quarter 2008
bookings.

This latest contract follows an award from Woodside, included in
the company's 2007 bookings, for a larger waste heat recovery
unit for the Pluto LNG Project.  Foster Wheeler has previously
supplied similar units for the Phase IV and V expansions of the
Woodside-operated North West Shelf LNG facility in Karratha,
Western Australia.

The engineering, procurement and construction management of the
Pluto LNG Project is being executed by a Foster Wheeler-led
joint venture and includes a single liquefied natural gas
production train with forecast production of 4.3 million tonnes
of LNG per year, a fractionation unit, an acid gas recovery
unit, gas purification units, tank storage facilities, a boil-
off gas compressor, loading berths, gas turbine power generation
units and utilities.  First gas is scheduled for production at
the end of 2010.

                       About Foster Wheeler

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

                           *     *     *

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

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


INTELSAT LTD: Unit Bags US$6.5MM DRS Satellite Service Contract
---------------------------------------------------------------
Intelsat Ltd.'s wholly owned subsidiary, Intelsat General
Corporation, has been awarded a contract by DRS Technologies
Inc. to provide X-band satellite connectivity, fiber and
teleport services in the Middle East using Intelsat
infrastructure and the Skynet satellite fleet owned and operated
by Paradigm Secure Communications.

Under the terms of the contract, Intelsat General will provide
DRS Technologies with a package of managed services that include
an asymmetric 155 Mbps satellite link, high speed modems with
advanced coding, ground stations, fiber connectivity and
terrestrial equipment for the high data rate X-band link.  The
team will leverage the expertise of all three companies in the
provision of a turnkey managed service to the government
customer.  DRS Technologies, based in Parsippany, New Jersey, is
a leading supplier of integrated products, services and support
to military forces, intelligence agencies and prime commercial
contractors worldwide.

The initial one-year contract has a value of US$6.5 million and,
if all options are exercised, will be valued at US$48 million
over three years.  Paradigm, a wholly owned subsidiary of
European Aeronautic Defense and Space Company, was established
specifically to provide protected and survivable satellite
communication services to the UK Ministry of Defence worldwide.

"Our strong presence in the Middle East, coupled with the
technical expertise of Intelsat General, will allow us to bring
a range of X-band communications services to the clients we
serve," President of the Technical Services Segment of DRS
Technologies, Dr. Mitchell Rambler said.
    
Intelsat General senior vice president, Kay Sears said "Our
strong relationships with DRS and Paradigm facilitated delivery
to a US customer of the latest and most capable generation of
the Skynet fleet of satellites, leveraging on board array
technology for beam shaping, anti-jam and space-based
interference geo-location.  This offers a unique opportunity for
NATO governments and their military forces worldwide," said
Sears.

"Being able to offer our Skynet capacity to U.S.-based customers
is another major step forward for Paradigm," Chief Executive
Officer of the Astrium Services division of EADS, Eric Beranger
said.  "With the most powerful X-band capability in orbit, our
Skynet 5 satellites will extend the coverage and range of
military satellite communications services available to
government customers worldwide."

                  About Intelsat General Corp.

Headquartered in Bethesda, Md., Intelsat General Corporation --
http://www.intelsatgeneral.com-- provides leading-edge  
communications solutions to commercial, government, and military
customers through fixed and mobile satellite systems and
associated terrestrial communications services. Intelsat General
incorporates flexible and robust ground and space infrastructure
and technical expertise to deliver reliable, quickly deployable
and secure network solutions anywhere around the globe.  
Intelsat General is an indirect, wholly owned subsidiary of
Intelsat, Ltd.

                        About Intelsat Ltd.

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.



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

BANCO NACIONAL: Investment Unit Eyes BRL1.5 Billion Bond Sale
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA's
investment company, BNDES Participacoes SA, is selling
BRL1.5 billion (US$909 million) of bonds in the local market,
Adriana Brasileiro of Bloomberg News reports.

Under a preliminary prospectus, a tranche of bonds will become
due in July 2011 and another one will mature in August 2014.  In
a Brazilian regulatory filing, the bank disclosed that the sale
is part of a planned BRL6 billion offering.

Citing BNDES' filing with market regulator Comissao de Valores
Mobiliarios, Bloomberg relates that BB Banco de Investimento SA
will manage the sale with Banco Bradesco SA's BBI investment
banking unit and Caixa Economica Federal as other coordinators.

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

                        *     *     *

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


BANCO PANAMERICANO: Raises US$130MM From Medium Term Notes Issue
----------------------------------------------------------------
Noticias Financieras reports that Banco Panamericano S.A. has
raised US$130 million from carrying out the third issue of
medium term notes outside Brazil.

According to Noticias Financieras, the notes have a two-year
term and 7.25% interest rate.  Coordinators of the issuance
include:

          -- Unibanco,
          -- Espirito Santo (BES), and
          -- Votorantim.

Noticias Fionancieras relates that the issuance is part of the
US$500 million medium term note program launched in February
2006.  Banco Panamericano's last issue was made in 2007.  It
raised some US$75 million, at 7.37% interest rate per year.

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).

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Moody's Investors Service 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.  Moody's assigned a Ba2
rating to the US$130 million of senior unsecured notes due in
May 2010 issued under the program.  Moody's said the rating
outlook is stable.

As reported in the Troubled Company Reporter-Latin America on
March 16, 2007, Standard & Poor's Ratings Services revised its
outlook on the 'B/B' counterparty credit rating on Banco
PanAmericano to positive from stable.  The ratings were
affirmed.


BEAR STEARNS: Stockholders Approve US$1.4 Bil. JPMorgan Buyout
--------------------------------------------------------------
Stockholders of The Bear Stearns Companies Inc. approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.

Approximately 84% of shares voted were in favor of the merger,
representing a substantial majority of Bear Stearns' outstanding
common stock.

The Wall Street Journal reports that the value of the
transaction is about US$1.4 billion, a large difference from the
US$25 billion market capitalization value in early 2007 before
its defeat.

The Journal says the meeting lasted for 11 minutes.

JPMorgan Chase and Bear Stearns have scheduled the merger to
close at the end of the day today, May 30, 2008.  Upon
completion of the merger, each outstanding share of common stock
of Bear Stearns will be converted into the right to receive
0.21753 shares of JPMorgan Chase common stock and Bear Stearns
will become a direct subsidiary of JPMorgan Chase.

Also, the Federal Reserve Bank of New York and JPMorgan Chase
agreed that they will complete the sale of US$30 billion of
assets by subsidiaries of Bear Stearns and the related financing
on or about June 26 rather than concurrently with the closing of
the merger.  The additional time will help ensure the smooth
transfer of this large portfolio.

As disclosed in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns amended the terms of the merger
agreement, increasing the bid from US$2 per share to US$10 per
share.  A week before the amended pact, JPMorgan agreed to buy
Bear Stearns for US$2 per share totaling US$236.0 million based
on the number of shares outstanding as of Feb. 16, 2008.  At
March 14's close, Bear Stearns' stock-market value was about
US$3.5 billion, and the company finished at US$30 a share in
4 p.m. New York Stock Exchange composite trading March 14, 2008.

Between April 11 and April 14, JPMorgan acquired 3,298,600
shares of Bear Stearns common stock in the open market for an
aggregate purchase price of US$33,154,017.  As of April 14,
2008, JPMorgan Chase beneficially owned 119,855,914 shares of
common stock, or approximately 49.78% of the outstanding shares
of common stock of Bear Stearns.

                         About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) --
http://www.jpmorganchase.com/-- is a global financial services  
firm with assets of US$1.6 trillion and operations in more than
60 countries.  The firm focuses in investment banking, financial
services for consumers, small business and commercial banking,
financial transaction processing, asset management, and private
equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase serves millions of consumers in the United States
and many of the world's most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands.

                       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'.


GERDAU AMERISTEEL: Fire Breaks Out at Firm's Plant
--------------------------------------------------
The Waxahachie Daily Light reports that fire has broken out at a
Gerdau Ameristeel Corp. plant at the 300 block of Ward Road.

Midlothian Fire Deputy Chief Dale McCaskill expects the fire to
continue.  "It should burn for days.  We can't just walk away
from it.  This is going to go for awhile.  We do have a concern
with smoke and its direction of travel as far as exposures.  
Last night, the prevailing winds were from the southwest so
smoke was going toward the Mansfield area," Mr. McCaskill told
the Daily Light.

No complaints were made to the fire administration, the Daily
Light says, citing Mr. McCaskill.  The report says that Gerdau
Ameristeel workers, using large front-end loaders, are helping
the fire department to get to the deep areas of the fire.  

"The difficult part of putting it [fire] out is that the fire is
deep within the piles (of crushed cars) and it's kind of like a
hay fire; you have to move it around to get to the fire," Mr.
McCaskill added.

The Daily Light notes that two other fires at the plant were
reported recently.  The plant separates the ferrous metal and
non-ferrous parts from cars and recycles the parts.

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a   
mini-mill steel producer in North America.  Through its
vertically integrated network of 17 mini-mills, 17 scrap
recycling facilities and 52 downstream operations, Gerdau
Ameristeel serves customers throughout North America.  The
company's products are sold to steel service centers, steel
fabricators, or directly to original equipment manufactures for
use in a variety of industries, including construction, cellular
and electrical transmission, automotive, mining and equipment
manufacturing.  Gerdau Ameristeel is a unit of Brazilian firm
Gerdau SA.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Moody's Investors Service affirmed the ratings of Gerdau
Ameristeel Corporation including its 'Ba1' Corporate Family
Rating and Probability of Default Rating, as well as the US$405
million Senior Unsecured Regular Bond issued.  Moody's outlook
for all ratings is stable.  Moody's also affirmed Gerdau
Brazil's (fictitious entity representing the Brazilian
operations of Gerdau S.A. Comprising Gerdau Acominas S.A.,
Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., and Gerdau
Comercial de Acos SA) Ba1 Global Local Currency Corporate Family
Rating.


HEXCEL CORP: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed Hexcel Corporation's
corporate family and probability of default ratings of Ba3.  

At the same time, the rating agency lowered the rating on the
company's senior secured bank credit facilities to Ba1 from
Baa3, reflecting a proposed increase to the term loan.

The larger amount of secured bank debt, while beneficial to the
company's liquidity profile, caused recovery expectations on the
bank debt to decline as it will represent a higher proportion of
liabilities in downside scenarios.  The B1 rating on the
company's subordinated notes was not affected.  The outlook
remains stable.

Hexcel has proposed to exercise a portion of an "accordion"
feature in its bank credit agreement.  This would increase the
term loan by US$80 million to a pro forma total of approximately
US$168 million.  The company intends to use the proceeds to
reduce outstandings under its US$125 million revolving credit
facility and for other general corporate purposes. At the end of
March 2008, roughly US$56 million had been borrowed and some
US$14 million of letters of credit were issued against the
revolving credit commitment, leaving roughly US$55 million of
unused capacity.  On a pro forma basis as of the same date,
revolving credit usage would be reduced to nil, and, net of
letter of credit utilization, unused capacity would be increased
to US$111 million.

In Moody's opinion, Hexcel's revenue growth in 2008 could
involve incremental working capital requirements, which, in
addition to planned capital expenditures, could result in
negative free cash flow for the year.  Consequently, Moody's
views the increase in the term loan as an enhancement to the
company's liquidity profile as financial flexibility will be
improved through the effective increase in untapped capacity
under the revolving credit.  Although there may be a slight
increase in total indebtedness as a result of the incremental
funding, the increase was not considered material in the context
of the company's strong earnings and growth prospects over the
intermediate term, modest leverage and solid interest coverage
metrics.  As a result, the Ba3 corporate family rating and
stable outlook are unchanged.

Ratings affirmed and up-dated loss given default assessment:

   -- Corporate Family, Ba3
   -- Probability of Default, Ba3
   -- US$225 million senior subordinated notes, B1 (LGD-5, 72%)

Ratings lowered with revised term loan amount and updated loss
given default assessments:

   -- US$125 million secured revolving credit facility, Ba1
      (LGD-2, 17%) from Baa3 (LGD-2, 14%)

   -- US$168 million secured term loan, Ba1 (LGD-2, 17%) from
      Baa3 (LGD-2, 14%)

The last rating action was on April 28, 2008 at which time the
corporate family rating was affirmed and ratings on the bank
debt were upgraded.

Headquartered in Stamford, Connecticut, Hexcel Corporation
(NYSE: HXL) -- http://www.hexcel.com/-- is an advanced   
composites company.  The company develops, manufactures and
markets lightweight, high-performance structural materials,
including carbon fibers, reinforcements, prepregs, honeycomb,
matrix systems, adhesives and composite structures, used in
commercial aerospace, space and defense and industrial
applications such as wind turbine blades.  The company has
subsidiaries in Austria, the United Kingdom, Spain, Hong Kong,
Japan and Brazil.  Revenues in 2007 were approximately US$1.2
Billion.


RHODIA SA: Shareholders Approve Board Resolutions
-------------------------------------------------
Shareholders of Rhodia S.A. adopted all of the resolutions
approved by the company's board of directors at a combined
annual meeting on May 16, 2008.

The resolutions adopted include:

   -- the consolidated financial statements for the year and the
      payment of EUR0.25 dividend per share, paid on
      May 23, 2008; and

   -- the election of Laurence Danon as director and the
      re-election of Yves Rene Nanot, Michael de Fabiani and
      Jerome Contamine.

The shareholders present or represented at the meeting held
37.77% of Rhodia's capital.

                       About Rhodia

Headquartered in Paris, France, Rhodia S.A. (NYSE: RHA)
-- http://www.rhodia.com/-- is a global specialty chemicals
company partnering with major players in the automotive,
electronics, pharmaceuticals, agrochemicals, consumer care,
tires, and paints and coatings markets.  Rhodia offers tailor-
made solutions combining original molecules and technologies to
respond to customers' needs.  The group generated sales of
EUR4.8 billion in 2006 and employs around 16,000 people
worldwide.

Rhodia is listed on Euronext Paris and the New York Stock
Exchange.  The company has operations in Brazil.

                           *     *    *

Rhodia S.A. continues to carry 'BB' long-term corporate credit
and 'B' short-term corporate credit ratings from Standard &
Poor's Ratings Services, with stable outlook.  S&P raised
Rhodia's long-term rating to its current level in April 2008.


UAL CORP: Abandons Merger Talks With US Airways, Tribune Says
-------------------------------------------------------------
Merger talks between United Airlines and U.S. Airways have come
to an end, Micheline Maynard and Andrew Ross Sorkin of the
International Herald Tribune said, citing people with direct
knowledge of the situation.

According to the Tribune, United informed USAir of its decision
not to pursue the talks at a meeting of the carriers' chief
executives held Thursday.  A formal announcement will be made on
Friday citing difficulty and the expense of combining various
labor contracts, particularly agreements covering pilots.

The chief executive officers at UAL and US Airways were
scheduled to meet last Thursday to continue merger talks and
exchange information on potential stumbling blocks raised by UAL
directors, The Troubled Company Reporter said on May 29, 2008.

According to The Wall Street Journal, issues raised by UAL
directors include how both carriers would raise capital to fund
the consolidation; how to resolve labor contract issues; and how
much flexibility they would have to take airplane seats out of
their combined system.  Unnamed sources told the Journal, if the
CEOs find a way to resolve the outstanding issues, both could
approach their boards in mid-June for approval to pursue the
deal.  The carriers also have to agree on an exchange ratio for
a share swap or on who might run a combined company.

The New York Times said there has been little to no contact
between United and USAir in recent days and the internal teams
of senior executives at both companies have put the talks on
"permanent hold."  USAir officials were growing impatient, the
Times added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, the
Times said.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, according to the Times.  USAir Spokesman
Philip Gee also declined to comment.

The United-USAir talks picked up speed in April after
Continental Airlines decided not to consolidate with United.  
United and USAir reportedly hoped to reach an agreement within a
month, so it could be considered by the Justice Department
before a new president takes office.

The New York Times said although United's board met two weeks
ago for an update on the discussions, the board took no formal
vote on the situation since there was no agreement to consider.

                        About US Airways

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

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways
Bankruptcy News, Issue No. 158; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                     About UAL Corporation

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

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

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

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

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, Moody's Investors Service affirmed all debt
ratings of UAL Corp. and its primary subsidiary United Air
Lines, Inc. -- corporate family rating of B2 as well as all
tranches of the Enhanced Equipment Trust Certificates supported
by payments from United.  The Speculative Grade Liquidity Rating
has been changed to SGL-3 from SGL-2, and the outlook has been
changed to negative from stable.

The TCR reported on May 3, 2007, tha Fitch Ratings has affirmed
the Issuer Default Ratings of UAL Corp. and its principal
operating subsidiary United Airlines Inc. at B-.


UNIAO DE BANCOS: Reports Ratio Change & Reserves Capitalization
---------------------------------------------------------------
The Board of Directors of Uniao de Bancos Brasileiros SA and
Unibanco Holdings S.A., during its meetings, has disclosed:

   a) GDSs Ratio Change and the consequent split of the
      certificates and increasing of the number of GDSs of the
      program and

   b) Capitalization of Reserves with Bonus Stock.

                        GDSs Ratio Change

Unibanco and Unibanco Holdings program of Global Depositary
Shares will be amended in order to change the ratio of Units
represented by each GDS.  Thus, each GDS that currently
represents ten Units should represent two Units.

The GDSs are traded in the North American stock market and the
management believes that the market quotation value shall be
adjusted to a more attractive trading level for its investors,
providing an improved liquidity to the stocks.

                           Record Date

considering that the resolution depends on the approval by
the Brazilian Securities Exchange Commission in order to be
effective, each GDS should be traded as representing ten Units
until the record date to be announced.  After the approval by
such regulatory body, the GDSs will be traded representing two
Units.

                      GDSs Program Amendment

Considering that the resolution taken will result in an increase
of the number of GDSs traded in the North American stock market,
the management of Unibanco and Unibanco Holdings is hereby
authorized to execute all necessary acts to its implementation,
including the amendment to the documents and agreements related
to the GDSs Program.

                            Dividends

The amounts quarterly paid, for each GDS, as interest on capital
stock, according to the terms established in the Meeting of the
Board of Directors held on March 27, 2008, should be
proportionally adjusted in order to reflect the split of the
GDSs.

           Capitalization Of Reserves With Bonus Stock

Both companies have scheduled an Extraordinary Shareholders'
meeting on July 16, 2008, respectively at 02:30 p.m. and 02:45
p.m., in order to decide upon the following proposals:

   1) Capitalization of Reserves of Unibanco

      The company has proposed the increase of BRL$3 billion to
      the capital stock, increasing Unibanco's overall capital
      stock from BRL8 billion to BRL$11 billion through the
      capitalization of funds currently in the reserve designed
      to ensure that Unibanco has adequate operating margins.

   2) Capitalization of Reserves of Unibanco Holdings

      The company proposed the increase of BRL$1.74 billion to
      the capital stock, increasing Unibanco Holdings' overall
      capital stock from BRL4.55 billion to BRL6.29 billion
      through the capitalization of BRL1.46 billion of the funds
      currently in the Equalization of Equity Reserve and
      BRL276.7 million of the funds currently in the Reserve for
      Unrealized Profits.

The increase of Unibanco and Unibanco Holdings capital should be
effective by means of the issuance of shares to be delivered, on
a free basis, to the shareholders in the proportion of one new
share for each ten shares of the same type owned.

In case the proposals are approved by Unibanco and Unibanco
Holdings Extraordinary Shareholders' Meetings, the shareholders
who hold Units should receive, for each ten Units held, one
additional Unit, as bonus stock, and the shareholders who hold
GDS shall receive, for each ten GDSs held, one additional GDS.

                           Record Date

Given that the resolution above to be effective must be approved
by the Central Bank of Brazil, the record date for the purpose
of determining the right to receive the new shares will be
released after this approval have been obtained.  Therefore,
until the record date, the existing shares of Unibanco and of
Unibanco Holdings will be traded with the right to receive the
new shares issued; only after such date the shares shall be
negotiated ex-rights to receive the shares issued.

                          Unitary Cost

the unitary cost that will be ascribed to the shares issued,
according to the provisions of 1st paragraph of Article 25 of
the Normative Instruction N. 25/2001, issued by the Brazilian
Federal Revenue Secretary, will be informed further.

                        Fractional Stocks

Fractional stocks will be separated, grouped in whole numbers,
and sold in the Sao Paulo Stock Exchange.

                           Dividends

In case the bonus stock is approved, the amounts quarterly paid,
as interest on capital stock, according to the terms established
in the Meetings of the Board of Unibanco and Unibanco Holdings
both held on March, 27, 2008, shall be maintained.  Thus, the
amount quarterly paid shall be increased in 10% after the
inclusion of the bonus stock in the stock basis.

                      Amendment to By-laws

It was proposed that Unibanco and Unibanco Holdings By-laws will
be amended in order to reflect the above proposals.

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

CABLE & WIRELESS: Unit's Former CEO Seeks to Recover J$28 Mln.
--------------------------------------------------------------
Rodney Davis, the former Chief Executive Officer of Cable &
Wireless PLC's Jamaican unit, has filed a lawsuit against the
firm to recover J$28 million, The Jamaica Gleaner reports.

The Gleaner relates that the J$28 million Mr. Davis is demanding
is half of what he claimed was the J$56 million agreed
settlement -- to be paid in two installments -- when he was
terminated in August 2007.  Mr. Davis said that Cable & Wireless
claimed to have withheld the cash, accusing him of breaches of
authority in contracts executed while he was CEO of the firm.  
Mr. Davis denies the accusation.  Kingston law firm Nunes
Scholefield and DeLeon is representing Mr. Davis in this case.

According to The Gleaner, Mr. Davis is now working with Joey
Issa at Cool Corporations.  

Cable & Wireless Jamaica's current Chief Executive Officer Phil
Green commented to The Gleaner, "Talking about a past employee
of Cable and Wireless, it is just totally inappropriate that I
comment in any way."  Mr. Green has been reversing most of the
initiatives of Mr. Davis.

The report says that Cable and Wireless' Group Human Resource
Director Bernard Buckley claimed that "evidence of
'unsubstantial' journal entries has come to light through an
investigation into the company's affairs during the time you
were president and CEO.  [There was also] evidence that you
breached limits of authority adopted by the company or allowed
those limits to be breached."  

Concerns raised by Cable & Wireless arose three days before the
"outside date" for the payment of the second tranche for the
settlement, The Gleaner states, citing Mr. Davis.

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.
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 27, 2008, Standard & Poor's Ratings Services revised its
outlook on U.K.-based telecommunications provider Cable &
Wireless PLC to developing from stable.  The 'BB-' long-term and
'B' short-term corporate credit ratings remain unchanged.


CAKEWALK MARINE: To Hold Final Shareholders Meeting Today
---------------------------------------------------------
Cakewalk Marine LDC will hold its final shareholders meeting on
June 2, 2008, at 10:00 a.m., at Gallagher Enterprises LLC, 370
17th Street, Suite 5600, Denver, Colorado 80202, USA.

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.

Cakewalk Marine'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:

               Robert J. Reich
               Chief Financial Officer
               Gallagher Enterprises LLC
               370 17th Street, Suite 5600
               Denver, Colorado 80202, USA
               Telephone: (303) 595 7738
               Fax: (303) 595 7787


CALAMOS MULTI-STRATEGY: Claims Filing Deadline Is Until June 3
--------------------------------------------------------------
Calamos Multi-Strategy Master Fund Ltd.'s creditors have until
June 3, 2008, to prove their claims to David A.K. Walker and
Lawrence Edwards, 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.

Calamos Multi-Strategy's shareholder decided on May 2, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               David A.K. Walker and Lawrence Edwards
               c/o PricewaterhouseCoopers Cayman Islands
               Strathvale House, George Town,
               Grand Cayman, Cayman Islands

Contact for inquiries:

               Miguel Brown
               P.O. Box 258, Grand Cayman,
               Cayman Islands
               Telephone: (345) 914 8665
               Fax: (345) 945 4237


CASTANET LIMITED: Deadline for Proofs of Claim Filing Is June 3
---------------------------------------------------------------
Castanet Limited's creditors have until June 3, 2008, to prove
their claims to Ogier Corporate Services (UK) Limited, 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.

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

The liquidator can be reached at:

              Ogier Corporate Services (UK) Limited
              Equitable House, 47 King William Street
              London, EC4R 9JD


CAYMAN ABSC NIMS: Proofs of Claim Filing Deadline Is June 3
-----------------------------------------------------------
Cayman ABSC NIMS 2004-HE5's creditors have until June 3, 2008,
to prove their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

              Walkers SPV Limited
              Walker House, 87 Mary Street
              George Town, Grand Cayman,
              Cayman Islands

Contact for inquiries:

              Anthony Johnson
              Telephone: (345) 914-6314


CAYMAN ABSC NIMS: Claims Filing Deadline Is Until June 3
--------------------------------------------------------
Cayman ABSC NIMS 2005-HE5's creditors have until June 3, 2008,
to prove their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

              Walkers SPV Limited
              Walker House, 87 Mary Street
              George Town, Grand Cayman,
              Cayman Islands

Contact for inquiries:

              Anthony Johnson
              Telephone: (345) 914-6314


PARMALAT SPA: Completes Newlat Unit Sale to TMT Finance
-------------------------------------------------------
Parmalat S.p.A. finalized the sale of 100% of Newlat S.p.A. to
TMT Finance S.A. following the signing of a contract on
April 18, 2008, and approval of the transaction by the Italian
antitrust authorities on May 27, 2008.

The disposal took place for a token consideration of EUR1 in
return for Parmalat transferring an EUR8 million receivable from
Newlat to the buyer, again for a token value of EUR1.

Inter-company accounts worth approximately EUR4.6 million were
repaid prior to May 27, 2008, generating cash flow for the
Parmalat group of a like amount.

With this transaction Parmalat S.p.A. will deconsolidate a total
of approximately EUR36 million in debt and amounts payable under
leases, based on the situation as at March 31, 2008.

                        About Parmalat

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

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

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

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

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

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


PREMIERSHIP MARINE: Proofs of Claim Filing Deadline Is May 31
-------------------------------------------------------------
Premiership Marine Holdings Ltd.'s creditors have until May 31,
2008, to prove their claims to Peter D. Anderson and William
E.J. Walmsley, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

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

The liquidators can be reached at:

               Peter D. Anderson and William E.J. Walmsley
               P. O. Box 897, Third Floor, One Capital Place,
               George Town, Grand Cayman,
               Cayman Islands
               Telephone: (345) 949-7576
               Fax: (345) 949-8295


TGM DIRECTIONAL: Proofs of Claim Filing Deadline Is June 3
----------------------------------------------------------
TGM Directional Fund's creditors have until June 3, 2008, to
prove their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

              Walkers SPV Limited
              Walker House, 87 Mary Street
              George Town, Grand Cayman,
              Cayman Islands

Contact for inquiries:

              Anthony Johnson
              Telephone: (345) 914-6314


UNIVEST DIVERSIFIED: Claims Filing Deadline Is Until May 31
-----------------------------------------------------------
Univest Diversified Fund I Ltd.'s creditors have until May 31,
2008, to prove their claims to David A.K. Walker and Lawrence
Edwards, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Univest Diversified's shareholder decided on April 10, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               David A.K. Walker and Lawrence Edwards
               c/o PricewaterhouseCoopers
               P.O. Box 258, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Miguel Brown
               Telephone: (345) 914 8665
               Fax: (345) 945 4237


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

WARNER MUSIC: S&P Keeps BB- Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on New
York City-based Warner Music Group Corp., including its 'BB-'
corporate credit rating, based on our expectation that the
company will have sufficient resources to meet its financial
covenant step-downs over the near term.  S&P removed all ratings
from CreditWatch with negative implications, where they were
placed on Feb. 22, 2007.  

At the same time, S&P raised the rating on the company's US$1.65
billion senior secured credit facility to 'BB' from 'BB-' and
revised the recovery rating to '2' from '4'.  The '2' recovery
rating indicates our expectation that lenders can expect
substantial (70%-90%) recovery in the event of a payment
default.  The outlook is negative.

S&P also assigned recovery ratings to WMG's GBP100 million
8.125% senior subordinated notes due 2014, its US$465 million
7.375% senior subordinated notes due 2014, and senior discount
notes due 2014.  The issue-level ratings remain unchanged at 'B'
(two notches below the 'BB-' corporate credit rating on WMG).  
S&P assigned a recovery rating of '6' to the debt, indicating
our expectation of negligible (0%-10%) recovery in the event of
a payment default.

"Our continuing concerns about WMG'S profitability as it
transitions to a digital business model," said Standard & Poor's
credit analyst Michael Altberg, "are somewhat tempered by the
termination of its dividend and its focus on significantly
reducing acquisitions."  S&P believes that as a result,
there should be sufficient cash balances as a cushion against
its net leverage covenant.

Headquartered in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- provides, promotes and distributes
recorded music and music publishing services across a network of
affiliates and licensees in more than 50 countries in the United
States, United Kingdom, Germany, Japan, France, Italy and
others.  It has Latin American operations in Argentina, Brazil
and Chile.



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

QUEBECOR WORLD: Incurs US$190 Mil. Net Loss in First Quarter
------------------------------------------------------------
Quebecor World Inc. and its affiliates generated operating
revenues of US$1.2 billion and incurred a net loss of
US$190 million for the first quarter ended March 31, 2008.

As of March 31, 2008, the Debtors had total assets of
US$4.2 billion, total liabilities of US$4.7 billion, and total
stockholders' deficit of US$508.7 million.  Cash at the end of
the first quarter was US$215.2 million.

                Updates Since Bankruptcy Filing

On Jan. 21, 2008, Quebecor World filed for creditor protection
in the United States and Canada due to the inability of the
company to raise new capital in the difficult financial market
and to complete the sale of its European operations.  The filing
was necessary to ensure the long-term sustainable profitability
of the company within a process that ensures fair and equitable
treatment for all stakeholders.

Since the initial filing, the company received the final order
for its US$1 billion DIP (debtor-in-possession) financing from
the U.S. and Canadian courts.  The company also received an
extended stay of proceedings under CCAA in Canada to July 25,
2008.  The stay of proceeding under the Chapter 11 process is
through to July of 2009.  As stated in the Monitor's report of
May 6, 2008, the company had an unrestricted cash balance of
US$123 million at April 27, 2008 and, as a result of the
granting of the Final DIP Order on April 1, 2008, has access to
the US$400 million.

                   Revolving Loan Facility

Quebecor World has made substantial progress on the advancement
of the Chapter 11 and CCAA processes with assistance of the
restructuring committee of the Board, its advisors, the Chief
Restructuring Officer and input from the Monitor.  The company
is developing a business plan which will reflect the company's
expectation of future operating performance both during and
after the CCAA and Chapter 11 processes and expects to discuss
those shortly with its stakeholders committee's.

Quebecor World announces that for first quarter 2008 it
generated revenues of US$1.3 billion compared to US$1.4 billion
in 2007.  Operating loss before impairment of assets,
restructuring, and other charges (IAROC) and business disposals
in the first quarter was US$2.8 million compared to operating
income of US$22.2 million in the first quarter of 2007.  On the
same basis, adjusted EBITDA was US$73.4 million in first quarter
2008 compared to US$103.0 million in the first quarter 2007.  
First quarter results included impairment of assets,
restructuring and other charges (IAROC) net of income
taxes of US$38.0 million compared to US$23.1 million in the
first quarter last year.  In the first quarter of 2008, the
Company incurred a non-cash loss of US$32 million related to its
former UK facility as well as reorganization charges of
US$14.2 million.  The lower adjusted EBITDA in 2008 is
attributed to reduced volume, customer losses realized last year
in the U.S. book and catalog segments, lower prices related to
excess capacity, a weaker world-wide economy and the impact of
the creditor protection process.

"We continue to implement the final phases of our three-year
retooling and restructuring plan which is being completed in
2008," said Jacques Mallette, President and CEO Quebecor World.  
"Our refinancing efforts at the end of 2007 and our filing for
creditor protection in the U.S. and Canada created uncertainty
with selected customers.  This resulted in spot volume
reductions which contributed to our reduced profitability.  
However, the overwhelming majority of our customers have been
very supportive and we continue to work toward the objective of
exiting creditor protection as soon as possible as a strong
player in our industry.  Our adjusted EBITDA results in the
first quarter are also slightly ahead of projections for our DIP
financing."

In the last three months Quebecor World has renewed business
with major publishers and retailers including, McGraw Hill,
Simon and Schuster, Bauer, Wenner Media, Rona, Carrefour Group
and many others.  The company is serving all its global
customers with superior products and services.  This includes
enhanced before and after print value-added services as
exemplified by Quebecor World's Integrated Multi-Channel
Solutions offering to increase the efficiency of customers
advertising campaigns.  In the coming weeks and months, Quebecor
World intends to further expand this and other programs to
create additional customer value.

              First Quarter Per Share Information
                  and Restructuring Charges

In the first quarter Quebecor World reported a net loss of
US$190.0 million or US$1.29 per share compared to a net loss of
US$38.1 million or US$0.34 per share in the first quarter of
last year.  First quarter results included impairment of assets,
restructuring and other charges (IAROC) net of income taxes of
US$38.0 million or US$0.26 per share, compared to
US$23.1 million or US$0.17 per share in the same period in 2007.  
Excluding IAROC, the adjusted net loss was US$152 million or
US$1.03 per share in the first quarter 2008 compared to adjusted
net loss of US$15 million or US$0.17 per share for the first
quarter last year.

A full-text copy of Quebecor World's 2008 First Quarterly
Financial Results is available for free at:

             http://ResearchArchives.com/t/s?2c0a

                       About Quebecor Inc.

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company
with operations in North America, Europe, Latin America and
Asia.  It has two operating subsidiaries, Quebecor World Inc.
and Quebecor Media Inc.  Quebecor World is one of the largest
commercial print media services companies in the world.

Quebecor Media owns operating companies in numerous media
related businesses: Videotron Ltd., the largest cable operator
in Quebec and a major Internet Service Provider and provider of
telephone and business telecommunications services; Sun Media
Corporation, Canada's largest national chain of tabloids and
community newspapers; TVA Group Inc., operator of the largest
French language over the air television network in Quebec, a
number of specialty channels, and the English language over the
air station Sun TV; Canoe Inc., operator of a network of English
and French language Internet properties in Canada; Nurun Inc., a
major interactive technologies and communications agency with
offices in Canada, the United States, Europe and Asia; companies
engaged in book publishing and magazine publishing; and
companies engaged in the production, distribution and retailing
of cultural products, namely Archambault Group Inc., the largest
chain of music stores in eastern Canada, TVA Films, and Le
SuperClub Videotron Ltd., a chain of video and video game rental
and retail stores.  Quebecor Inc. has operations in 18
countries.

                     About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

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



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

DENNY'S CORP: Stockholders Approve 2008 Omnibus Incentive Plan
--------------------------------------------------------------
The stockholders of Denny's Corp. approved the company's 2008
Omnibus Incentive Plan.  A total of 4,500,000 shares of the
company's common stock are reserved and available for issuance
pursuant to awards granted under the 2008 Omnibus Plan.

In addition, the Compensation and Incentives Committee of the
company's Board of Directors approved changes to the company's
Paradigm Shift Incentive Program.  As originally adopted, the
Paradigm Shift Incentive Program provided executive officer
participants with an opportunity to earn cumulative cash awards
ranging from US$180,000 to US$245,000, depending on level of
participation, over a three year period (from 2007 to 2009) upon
the completion of certain defined milestones which were set for
three "paradigm shift" projects associated with the company's
implementation of certain planned concept, facility and process
initiatives.  The Committee amended the Program with respect to
two of these initiatives to shorten the performance period,
adjust certain milestone targets, and reduce the potential
payouts (while retaining discretion to reward extraordinary
performance in achievement of these initiatives).

A full-text copy of the 2008 Omnibus Plan is available for free
at http://ResearchArchives.com/t/s?2ce0

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a   
full-service family restaurant chain, consisting of 373 company-
owned units and 1,177 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.  

At March 26, 2008, the company's consolidated balance sheet
showed US$384.8 million in total assets and US$557.0 million in
total liabilities, resulting in a US$172.2 total stockholders'
deficit.


US AIRWAYS: Abandons Merger Talks with United, Tribune Says
-----------------------------------------------------------
Merger talks between United Airlines and US Airways have come to
an end, Micheline Maynard and Andrew Ross Sorkin of the
International Herald Tribune said, citing people with direct
knowledge of the situation.

According to the Tribune, United informed USAir of its decision
not to pursue the talks at a meeting of the carriers' chief
executives held Thursday.  A formal announcement will be made on
Friday citing difficulty and the expense of combining various
labor contracts, particularly agreements covering pilots.

The chief executive officers at UAL and US Airways were
scheduled to meet last Thursday to continue merger talks and
exchange information on potential stumbling blocks raised by UAL
directors, The Troubled Company Reporter said on May 29, 2008.

According to The Wall Street Journal, issues raised by UAL
directors include how both carriers would raise capital to fund
the consolidation; how to resolve labor contract issues; and how
much flexibility they would have to take airplane seats out of
their combined system.  Unnamed sources told the Journal, if the
CEOs find a way to resolve the outstanding issues, both could
approach their boards in mid-June for approval to pursue the
deal.  The carriers also have to agree on an exchange ratio for
a share swap or on who might run a combined company.

The New York Times said there has been little to no contact
between United and USAir in recent days and the internal teams
of senior executives at both companies have put the talks on
"permanent hold."  USAir officials were growing impatient, the
Times added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, the
Times said.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, according to the Times.  USAir Spokesman
Philip Gee also declined to comment.

The United-USAir talks picked up speed in April after
Continental Airlines decided not to consolidate with United.  
United and USAir reportedly hoped to reach an agreement within a
month, so it could be considered by the Justice Department
before a new president takes office.

The New York Times said although United's board met two weeks
ago for an update on the discussions, the board took no formal
vote on the situation since there was no agreement to consider.

                     About UAL Corporation

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

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

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

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

                        About US Airways

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

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways
Bankruptcy News, Issue No. 158; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, Moody's Investors Service affirmed all debt
ratings of UAL Corp. and its primary subsidiary United Air
Lines, Inc. -- corporate family rating of B2 as well as all
tranches of the Enhanced Equipment Trust Certificates supported
by payments from United.  The Speculative Grade Liquidity Rating
has been changed to SGL-3 from SGL-2, and the outlook has been
changed to negative from stable.

The TCR reported on May 3, 2007, tha Fitch Ratings has affirmed
the Issuer Default Ratings of UAL Corp. and its principal
operating subsidiary United Airlines Inc. at B-.



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

AMERICAN AXLE: S&P Cuts Corporate Credit Rating to BB-
------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on American Axle Manufacturing & Holdings Inc. to
'BB-' from 'BB' and removed the ratings from CreditWatch with
negative implications, where they were placed on March 17, 2008,
as a result of the United Auto Workers strike.  The outlook is
negative.

At the same time, Standard & Poor's lowered its issue-level
ratings on Detroit-based Axle's unsecured debt to 'BB-' from
'BB' and assigned a recovery rating of '3' to this debt,
indicating an expectation for meaningful (50%-70%) recovery in
the event of a payment default.  The assignment of recovery
ratings reflects the extension of our recovery methodology to
all speculative-grade unsecured debt issues.

"The downgrade and negative outlook reflect our view that Axle's
credit measures will deteriorate in the face of very challenging
North American auto sector conditions in 2008 and, quite likely,
2009," said Standard & Poor's credit analyst Lawrence Orlowski.

S&P expects 2008 to be a weak year for Axle's sales and
profitability because of the impact of the strike on first- and
second-quarter results, lower light truck production volumes
from GM in the third and fourth quarters, and costs associated
with employee buyout and wage reduction programs.  EBITDA
margins may fall to single-digit levels in 2008, but S&P expects
some improvement in 2009 as the company begins to realize some
cost savings from the new contract and work force reductions.
However, if EBITDA margins do not improve to more than 10% in
2009, S&P believes free operating cash flow will remain negative
in 2009, which could prompt us to lower the rating.  Prior to
2009, a downgrade would likely be triggered by any reduction in
Axle's liquidity, such as a substantial depletion in borrowing
availability under its revolving facility or concerns about
forward covenants.  On the other hand, S&P could adjust our
outlook to stable if Axle capitalizes on cost savings and
industry conditions improve.

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 on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMERICAN AXLE: Appoints David Dauch as President and COO
--------------------------------------------------------
American Axle & Manufacturing, Inc. disclosed the appointment of
David C. Dauch as president and chief operating officer,
effective June 1, 2008.

Mr. Dauch is the son of AAM Co-Founder, Chairman and CEO Richard
E. Dauch.

Mr. Dauch has 26 years of automotive experience beginning as a
manufacturing co-op student at Chrysler Corporation while still
attending Miami University (Ohio).

Mr. Dauch joined American Axle & Manufacturing in July 1995 as
manager, Sales Administration.  He was appointed director of
Sales, GM Full-Size Truck Programs in May 1996, and was named
vice president, Sales & Marketing in August 1997.  Mr. Dauch
also served as vice president, Manufacturing, Driveline
Division; senior vice president, Sales, Marketing & Driveline
Division; senior vice president, Commercial; and executive vice
president, Commercial & Strategic Development.  Mr. Dauch most
recently served as executive vice president and chief operating
officer.

Mr. Dauch obtained a bachelor of science degree with a dual
major in production/operations and purchasing management from
Miami University (Ohio) and a master of business administration
from Michigan State University.

"We are extremely pleased to announce David's promotion to
president and chief operating officer," AAM Co-Founder, Chairman
& CEO Richard E. Dauch said.  "This appointment is part of AAM's
strategic organizational development that will provide the
leadership to guide AAM to its next level of profitable global
growth.  David's understanding of AAM's core business, strategic
global growth plans and the challenges faced by today's global
Tier One suppliers, will strengthen AAM as we continue to expand
our product portfolio, customer base, served markets and global
manufacturing footprint."

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 on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


CABLEMAS SA: Posts MXN2.42BB Consolidated Gross Debt in March 31
----------------------------------------------------------------
Cablemas, S.A. de C.V., released its results for the three-month
period ending March 31, 2008.

Cablemas Chief Executive Officer Carlos M. Alvarez Figueroa
commented, "As expected, this quarter revenue increased 18.4%
with EBITDA up 19.9% year-on-year.  Adjusted EBITDA margin rose
to 39% from declined 38.4% in 1Q07."

"We continued to execute our strategy further increasing market
penetration across the board.  Cable television subscribers were
up 7.7%, high speed internet 14.4% and IP telephony 102.3%
year-on-year."

"We also continued making progress in expanding our operations
and launched IP telephony in three new cities this quarter
meeting our target for the year.  In addition, in February we
acquired 2,058 subscribers in the city of Progreso, in the state
of Yucatan, which allows us to leverage our current operations
in Merida."

"During the quarter, our shareholder Alvafig made a capital
contribution of US$100 million to Cablemas in exchange of
convertible limited voting shares representing approximately 11%
of all the capital stock of the company.  A portion of these
funds were used to reduce total debt by MXN476.8 million, thus
bringing the debt to LTM Adjusted EBITDA ratio of 2.3 times in
1Q08 from 2.9 times in 4Q07," closed Mr. Alvarez Figueroa.

            First Quarter 2008 Consolidated Results

Net revenues increased 18.4%, or MXN119.6 million, during first
quarter 2008 to MXN770.9 million, as described below:

   -- Cable Television: The 12.2% growth in cable television
      revenues, from MXN503.5 to MXN565 was principally due to a
      7.7% year-over-year increase in the number of subscribers
      to 793,236 with a penetration rate of 34%.  Average
      monthly cable television revenues per subscriber (ARPU)
      declined year over year to MXN 236.8 from MXN238.1, as a
      result of the 19% increase in Minibasic subscribers, who
      pay lower monthly fees, while Basic subscribers increased
      3.4%.  On a sequential basis, however, ARPU rose 7.8% from
      MXN219.6 in fourth quarter 2007.  The average monthly net
      churn rates for cable television increased 72 bps to 3%,
      reflecting the initial reaction to the increase in rates
      at the Minibasic service implemented during the quarter.
      Churn rates towards the end of the quarter, however, have
      begun to stabilize.

   -- High Speed Internet: The 26.7%, or MXN29.7 million, rise
      in high-speed Internet revenues to MXN140.9 million
      resulted mainly from a 14.4% increase in the number of
      subscribers to 226,962, with a penetration rate of 11.8%.
      High-speed Internet ARPU increased to MXN209.9 from
      MXN209.5 in first quarter 2007, reflecting an increase in
      demand for higher speed service.  On a sequential basis,
      ARPU rose 4.1% from 201.7 in fourth quarter 2007.  Average
      monthly net churn rates for high-speed Internet rose 145
      bps to 4.7% in first quarter 2008 due to high competition.

   -- IP Telephony: IP telephony revenues for the quarter rose
      by MXN18.4 million, to MXN43.2 million.  The number of IP
      telephony lines in  service rose 102.4% to 53,781 from
      26,567 at the end of first quarter 2007.  IP telephony
      ARPU for first quarter 2008 was MXN 296.2.  This does not
      include migration fees paid to Cablemas by Axtel for new
      subscribers which, if included, would increase IP
      telephony ARPU to MXN303.8 for first quarter 2008.
      Quarter-over-quarter, ARPU rose 11.8% from MXN264.9 in
      fourth quarter 2007.

                        Operating Profit

Operating profit for first quarter 2008 increased by 10.1%, or
MXN13.6 million, to MXN147.8 million, driven mainly by a MXN46.7
million increase in gross profit, which more than offset the
MXN33.1 million rise in SG&A.  Operating margin fell 143 bps to
19.2% from 20.6% in first quarter 2007.

                        Cost of Services

Cost of Services for first quarter 2008 rose 22.7%, or MXN72.9
million.  The increase in cost of services was primarily due to:

   -- A MXN19.8 million increase in Internet costs related to
      the incremental cost for bandwidth as the company began
      offering higher Internet speeds at the same price to make
      its service more attractive.  The increase also reflected
      the 14.4% growth in the number of Internet subscribers;

   -- A MXN22.5 million increase in depreciation & amortization
      resulting from an increase in fixed assets investments.

   -- A MXN9.4 million increase in telephony costs resulting
      from the roll out of IP telephony in new cities; and
    
   -- A MXN7.8 million increase in payroll due to a rise in the
      number of technical employees from 1,023 people in March
      31, 2007, to 1,212 in March 31, 2008.

           Selling, General and Administrative Expenses

Selling, General and Administrative Expenses or SG&A, increased
MXN33.1 million, or 16.9% year-over-year to MXN228.8 million.  
As a percentage of sales, however, SG&A declined to 29.7%, from
30.1% in first quarter 2007.    

                        Adjusted EBITDA

Adjusted EBITDA for first quarter 2008 increased 19.9%, or
MXN49.9 million, to MXN300.3 million.  The adjusted EBITDA
margin rose 51 bps to 39%.

              Comprehensive Financial Results, Net

Net comprehensive financial results were an expense of MXN90.5
million for the three-months ended March 31, 2008, an increase
of MXN80.3 million over an expense of MXN10.2 million for first
quarter 2007.  The increase primarily reflected a MXN42.3
million financial instrument loss in first quarter 2008 compared
with a MXN30.2 million gain in first quarter 2007.  In addition,
pursuant to NIF B-10, inflation accounting is not applicable for
2008 and thus the result from monetary position is not
determined for 2008.  The non-monetary financial
instruments loss was the result of the company's hedging
strategy.  The MXN29.7 million non-monetary foreign exchange
gain reflects the appreciation of the Mexican peso against the
U.S. dollar.

                            Net Income

For first quarter 2008, Cablemas posted a net gain of MXN33.2
million, compared with a net gain of MXN115.6 million first
quarter 2007.  Net income margin fell to 4.3% from 17.7% for
first quarter 2007.

                             CAPEX

Capital expenditures for first quarter 2008 increased 17.5%, or
MXN31.6 million, to MXN211.7 million from MXN180.2 million in
first quarter 2007. Capital expenditures were principally
related to investments incurred in connection with the roll out
of IP telephony and to expand and upgrade Cablemas' network.

As of March 31, 2008, Cablemas had a network of 14,066 km, of
which 84% was bi-directional, 89% was operating at or greater
than 550 MHz and 77% was operating at or greater than 750 MHz.

                   Debt Structure and Cash Flow

Consolidated gross debt as of March 31, 2008, totaled MXN
2,420.3million, of which MXN2,414 million was long-term and
MXN6.3 million was short term.  Consolidated gross debt rose
year-over-year by 20%, from MXN2,016.3 million as of March 31,
2007.  This was mainly the result of the 5-year term syndicated
loan facility for US$50 million entered with JP Morgan on Dec.
21, 2007, which funds were used to finance Cablemas'
proportionate ownership share of Cablestar, S.A. de C.V. in the
acquisition of the majority of the assets of Bestel, S.A. de
C.V.  On a sequential basis, however, consolidated debt declined
by 16.5%, or MXN476.8 million, from MXN2,897.1 as of Dec. 31,
2007.

Net debt, which is calculated as total debt minus cash and cash
equivalents, fell year-over-year by 6.4% to MXN1,839.4 million,
from 1,965.7 million as of March 31, 2007.  As of March 31,
2008, Cablemas had a cash balance of MXN580.9 million.  Quarter-
over-quarter, net debt fell 54.5%, or MXN1,003.2 million, from
MXN2,842.6 million in fourth quarter 2007.  As a result, net
debt to LTM Adjusted EBITDA declined to 1.7 times in first
quarter 2008 from 2.8 times in fourth quarter 2007.

Cash flow from operations during first quarter 2008 increased
5.1%, or MXN8.5 million, to MXN174.9 million.  Net borrowings
increased MXN632 million.  CAPEX for first quarter 2007
decreased MXN31.6 million to MXN211.7 million.  Investments were
principally related to the upgrade and expansion of Cablemas'
network, customers' premises equipment investments and the roll
out of IP telephony.

                          Key Events
    
Cablemas Pays a Total Cash Dividend of MXN98.6 million

In February 2008, the company's shareholders approved a cash
dividend of MXN98.6 million.  The dividend was paid in two
installments.  The first installment of MXN54.8 million took
place on Feb. 28, 2008, and the second one for a total of
MXN43.8 million took place on April 30, 2008.

Acquisition of Subscriber Base in the City of Progreso
    
In February 2008 Cablemas acquired 2,058 subscribers in the city
of Progreso, in the state of Yucatan, for a total of US$1.2
million.  This acquisition allows Cablemas to leverage its
current operations in Merida, 35 kilometers from Progreso.

COFECO Approved conversion of long term notes issued by Alvafig
to a subsidiary of Televisa.

On May 13, 2008, the Mexican Antitrust Commission announced that
Televisa has complied with certain conditions imposed by the
commission, authorizing the conversion of the long term notes
issued by Alvafig into 99.99% of its capital stock.  The
company's shareholder, Alvafig, holds 49% of the voting stock of
Calbemas, and all of the convertible limited voting shares of
the company which represent approximately 11% of the total
capital stock of the company.

               Main Changes in Accounting Practices

During first quarter 2008 the company began implementing several
changes in accounting practices as a result of the following
changes in Mexican Financial Reporting Standards (NIFs) and
Mexican Interim Financial Reporting Standards (INIFs) which
became effective on Jan. 1, 2008:

   -- Pursuant to NIF B-10, inflation accounting is not
      applicable for 2008.  The most significant impact of this
      change is that the result from monetary position is not
      determined for 2008.  Under NIF B-10, inflation accounting
      will henceforth apply only during periods in which the
      cumulative inflation rate over the previous three years
      equals, or exceeds, 26%.  As a result of this change,
      results for  first quarter 2008 are expressed in nominal
      pesos.

   -- To address issues relating to the transition to NIF B-10,
      the comparative figures for first quarter 2007 will
      continue to be expressed in constant pesos as of Dec. 31,
      2007 pursuant to INIF 9.

                         About Cablemas

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.


CLEAR CHANNEL: Amended Merger Agreement Now Fully Funded
--------------------------------------------------------
Clear Channel Communications, Inc., said Wednesday that the
company's amended US$17.9 billion merger agreement with entities
formed by private equity funds sponsored by Bain Capital
Partners, LLC and Thomas H. Lee Partners, L.P. is now fully
funded in escrow with The Bank of New York.  The escrow fund was
created within a three-way settlement between the company, the
transaction's financial sponsors and the banks announced earlier
this month.

"All of our financing is liquid and ready to deploy as soon as
shareholders approve the amended merger agreement," said Mark
Mays, CEO of Clear Channel Communications.

On May 22nd, the company had disclosed that the banks involved
in the transaction had fully funded the debt portion of the
financing.  The newly funding parties contributing equity to
the transaction included private equity funds sponsored by
Thomas H. Lee Partners L.P. and Bain Capital Partners, LLC,
Highfields Capital Management LP, Abrams Capital Partners, LP
and the Mays family.

The company continues to expect the transaction to close by the
end of the third quarter.  Under the terms of the amended
agreement, Clear Channel shareholders will receive $36.00 in
cash or stock for each share they own.

                     About Clear Channel

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


CLEAR CHANNEL: S&P's B+ Credit Rating Remains on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Clear Channel Communications Inc., including the 'B+' corporate
credit rating, remain on CreditWatch with negative implications.  

S&P originally placed them on CreditWatch on Oct. 26, 2006,
following the San Antonio, Texas-based company's announcement
that it was exploring strategic alternatives to enhance
shareholder value.

The CreditWatch update reflects the company's announcement that
the bank syndicate providing debt financing for its proposed LBO
has placed funding into an escrow account, pending completion of
the transaction.  The total transaction value (excluding the
assumption of existing debt) is US$17.9 billion under the
renegotiated terms, or US$36 per share, an 8.2% reduction from
the previous price of US$39.20 per share.  This reduces pro
forma leverage by about seven-tenths of a turn.

"As we have previously indicated, if the deal successfully
closes, and barring any further material changes," said Standard
& Poor's credit analyst Michael Altberg, "we expect to lower
Clear Channel's long-term corporate credit rating to 'B' from
'B+'."  At the same time, S&P would expect to lower our rating
on the company's existing senior unsecured notes to 'CCC+' (two
notches below the expected corporate credit rating) from 'B-'.

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


DURA AUTOMOTIVE: Discloses Plan Provisions in SEC Filing
--------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, DURA Automotive Systems, Inc., and its affiliates
disclose a summary of the material matters contemplated to occur
either pursuant to or in connection with the confirmation and
implementation of the Revised Joint Plan of Reorganization.

Under the Confirmed Plan, New Dura will emerge as a publicly
reporting company under the Securities Exchange Act of 1934, as
amended.  The Confirmed Plan contemplates these restructuring
transactions:  

  * The Debtors will enter into the Exit Credit Facility and
    New Money Second Lien Loan.

  * All DIP Facility Claims, administrative expenses and
    certain priority claims will be paid in full in Cash.

  * Holders of Class 2 Second Lien Facility Claims will receive
    new Convertible Preferred Stock on account of their claims.

  * Class 3 Senior Notes Claims and Class 5A U.S. Other General
    Unsecured Claims will receive 100% of New Common Stock.

  * Holders in Class 5B Canadian General Unsecured Claims will
    be paid, in Cash, on a pro rata basis, in full and final
    satisfaction of their claims.

  * Class 4 Subordinated Notes Claims and the Class 6
    Convertible Subordinated Debentures Claims, which are
    subordinated to the Class 3 Senior Notes Claims, will be
    discharged without recovery.

  * Class 7 Section 510(b) Subordinated Claims will be
    discharged without recovery.

  * Class 8 Equity Interests will be canceled and will not
    receive any distributions or retain any property interests.

On the Effective Date, all notes, stock, instruments,
certificates, and other documents evidencing the Senior Notes
Claims, Subordinated Notes Claims, Convertible Subordinated
Debentures Claims, Convertible Trust Guarantees, and Equity
Interests will be canceled, and the obligations of the Debtors
under the Notes, Guaranties and Interests will be discharged.

                  Conditions Precedent to the
              Effectiveness of the Confirmed Plan

DURA discloses that it and its subsidiaries need to satisfy
several conditions before an effective date can occur:

  1. The New Organizational Documents will have been, as
     applicable, delivered or tendered for delivery, executed,
     consummated, and filed.

  2. The New Board of Directors will have been appointed in
     accordance with Article IV.G.2(a) of the Confirmed Plan.

  3. The New Money Second Lien Loan will have been consummated.

  4. The Exit Credit Facility will have been consummated.

  5. The Ontario Superior Court of Justice overseeing the
     reorganization proceedings of DURA's Canadian affiliates
     will issued an order recognizing that the U.S. Debtors'
     Plan has been confirmed.  Entry of the Canadian Recognition
     Order will only be a condition to the Effective Date with
     regard to those Debtors incorporated, formed or otherwise
     organized under Canadian law.

DURA may, at any time, with the consent of the Official
Committee of Unsecured Creditors and the Second Lien Group,
which consent will not be unreasonably withheld, waive any of
the conditions to the Effective Date set forth in Article VIII.A
of the Confirmed Plan without notice to or order of the Court.  
DURA currently expects the Effective Date to occur in the second
quarter of 2008.

     Treatment of Executory Contracts & Unexpired Leases

Any executory contract and unexpired lease listed in the Plan
Supplement as contracts or leases to be assumed will be deemed
assumed by DURA immediately before the Effective Date.  Entry of
the Confirmation Order constitutes approval of any assumptions
pursuant to Sections 365(a) and 1123 of the Bankruptcy Code.

Any contract and lease that have not expired by their own terms
on or before the Effective Date will be deemed rejected by the
Debtors immediately before the effective date if (i) the Debtors
have not assumed or rejected the contracts or leases during the
pendency of their Chapter 11 cases; (ii) the contracts and
leases are not listed in the Plan Supplement as contracts or
leases to be assumed; (iii) the contracts and leases are not to
be assumed pursuant to the terms hereof, and (iv) the contracts
and leases are not the subject of an assumption motion.

All proofs of claim arising from the rejection of contracts or
leases must be filed within 30 days after the earlier of (i) the
date of entry of a Court order approving any rejection, and (ii)
the Effective Date.  Any rejection damages claims that are not
timely filed will be forever barred from assertion against the
Debtors, their estates and their successors.  All Claims will,
as of the Effective Date, be subject to the discharge and
permanent injunction.

The Debtors will pay any monetary amounts by which any contract
and lease to be assumed is in default immediately after the
Effective Date.  In the event of a dispute regarding the Cure
payment amount, "adequate assurance of future performance," or
any other matter pertaining to assumption, (i) the Debtors have
the right to reject the contract or lease at any time prior to
the resolution of the dispute, and (ii) cure payments will only
be made after entry of a Final Order resolving the dispute.

     Release, Exculpation, Injunction and Indemnification

The Plan contemplates releases, exculpation, injunction and
indemnification of several parties from claims, causes of
actions, and other obligations related to the Debtors, their
Chapter 11 cases, the negotiation of the Plan, the Plan
documents, including the Commitment Letter, the Exit Facility,
the New Money Second Lien Loan, and the New Organizational
Documents.  The Plan, however, contemplates that certain claims,
causes of action and other obligations will not be released,
including:

  * any causes of action accrued by the Debtors in the ordinary
    course of business against holders of Other General
    Unsecured Claims; and

  * any Allowed Claims of Releasing Parties treated under the
    Plan.

The Plan will deem to release any non-debtor, including any
current and former officer and director of the Debtors and any
other non-debtor included in the Exculpated Parties, from
liability to the SEC, in connection with any legal action or
claim brought by a governmental unit against a person.

All Parties and Entities are permanently enjoined, on and after
the Effective Date, on account of any Claim or Equity Interest
satisfied and released from:

  (a) commencing or continuing in any manner any action or other
      proceeding of any kind against any Debtor or any
      Reorganized Debtor, their successors, and their assets and
      properties;

  (b) enforcing, attaching, collecting or recovering by any
      manner or means any judgment, award, decree or order
      against any Debtor or any Reorganized Debtor, their
      successors and assigns, and their assets and properties;

  (c) creating, perfecting, or enforcing any encumbrance of any
      kind against any Debtor or any Reorganized Debtor or the
      property or estate of any Debtor or any Reorganized
      Debtor;

  (d) asserting any right of set off, subrogation or recoupment
      of any kind against any obligation due from any Debtor or
      any Reorganized Debtor or against the property or estate
      of any the Debtors or any of Reorganized Debtors, except
      to the extent a right to set off, recoupment or
      subrogation is asserted with respect to a timely filed
      proof of claim or as an affirmative defense to a Cause of
      Action or claim asserted by a Debtor or Reorganized Debtor
      against a party; or

  (e) commencing or continuing in any manner any action or other
      proceeding of any kind in respect of any Claim or Equity
      Interest or Cause of Action released or settled under the
      Plan.

As of the Effective Date, all indemnification provisions
currently in place for the current and former directors,
managers, members, officers, employees, attorneys, financial
advisors, other professionals and agents of the Debtors and
their affiliates will be deemed to have been assumed by the
Reorganized Debtors and will survive effectiveness of the Plan.

        Securities to Be Issued Under Confirmed Plan

On the Effective Date, New Dura will (i) issue the New Common
Stock to holders of the Class 3 Senior Notes Claims and the
Class 5A U.S. Other General Unsecured Claims; and (ii) reserve
for issuance an appropriate number of shares of New Common Stock
pursuant to the terms of the certificate of designations of the
Convertible Preferred Stock and a post-Effective Date Management
Equity Incentive Plan.  

New Dura will also (i) issue the Convertible Preferred Stock to
the holders of the Second Lien Facility Claims as well as the
parties providing financing under New Money Second Lien Loan,
and (ii) reserve for issuance an appropriate number of shares of
New Common Stock pursuant to the terms of the post-Effective
Date Management Equity Incentive Plan.

The Equity Incentive Plan provides for up to 10% of the capital
stock of New Dura, on a fully-diluted basis, to be reserved for
issuance as grants of equity, restricted stock, or options.  The
New Common Stock will be subject to dilution by conversion of
the Convertible Preferred Stock and by any grants of New Common
Stock pursuant to the Management Equity Incentive Plan.

                          About DURA

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings.  Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels.  Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


DURA AUTOMOTIVE: J.W. Korth Opposes Confirmation of Plan
--------------------------------------------------------
James W. Korth, managing partner of J.W. Korth & Company, on
behalf of an ad hoc committee of holders of more than
US$100,000,000, of 8-5/8% Senior Bonds and 9% Subordinated Bonds
issued by DURA Automotive Systems, Inc., appealed to the U.S.
District Court for the District of Delaware an order by U.S.
Bankruptcy Court Judge Kevin Carey confirming the Debtors'
Revised Joint Plan of Reorganization.

Mr. Korth wants the District Court to determine whether:

  1. the U.S. Bankruptcy Court for the District of Delaware
     erred in not giving him sufficient notice to attend
     physically and then barring him from telephonically cross-
     examining witnesses at the Confirmation Hearing;

  2. the Bankruptcy Court erred in that he received the
     responses to his confirmation objection only a day before
     the Confirmation Hearing and thus had no reasonable time to
     prepare for the confirmation hearing and call or cross
     examine witnesses; and

  3. the Bankruptcy Court erred in that he received new expert
     reports only two days before the Confirmation Hearing along
     with 3,000 pages of new material and had no reasonable time
     to prepare for to cross-examine the witnesses put on by the
     Debtors.

In a separate filing, Mr. Korth asks the Bankruptcy Court to
stay the proceedings pending judgment on the appeal.  He says a
stay on Judge Carey's confirmation order is proper since he and
other bondholders may be irreparably harmed if the Debtors exit
bankruptcy without an investigation of his confirmation
objections.  He notes that his confirmation objections are
salient and deserve proper discovery, which the Bankruptcy Court
has improperly denied.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings.  Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels.  Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


FEDERAL-MOGUL: Experts Seek Payment of US$16,066,139 in Fees
------------------------------------------------------------
Warren H. Smith & Associates seeks payment of US$1,702,757 in
fees and reimbursement of US$32,947 in expenses for services it
rendered as the auditor for Federal-Mogul Corp. and its debtor-
affiliates for the period from March 1, 2002, through Dec. 27,
2007.

In separate filings, two professionals filed amended final fee
applications:

                             Final
  Professional             Fee Period      Fees        Expenses
  ------------             ----------      ----        --------
                           10/01/01 -
  Gilbert Randolph LLP     12/27/07    US$9,127,333   US$522,394

                           10/01/01 -
  Hanly & Conroy           12/27/07       5,236,049      281,966

Gilbert Randolph previously requested payments of US$9,134,237
in fees and US$504,449 in expenses.  The amended final fee
application reflects all reductions approved by the U.S.
Bankruptcy Court for the District of Delaware.

Hanly & Conroy previously requested payments of US$5,149,916 in
fees and US$307,992 in expenses.  The amended final fee
application addresses the discrepancies from the Fee Auditor's
records of Hanly & Conroy's total allowed fees and expenses.

The Debtors' counsel, James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, filed certificates
of no objections to the final fee applications of FTI
Consulting, Inc., The Kenesis Group LLC, Warren H. Smith, AND
Gilbert Randolph.

Federal-Mogul Corporation -- http://www.federal-mogul.com/--           
(OTCBB: FDMLQ) is a global supplier, serving the world's
foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and
industrial vehicles, as well as the worldwide aftermarket.  
Founded in Detroit in 1899, the company is headquartered in
Southfield, Michigan, and employs 45,000 people in 35 countries.  
Aside from the U.S., Federal-Mogul also has operations in other
locations which includes, among others, Mexico, Malaysia,
Australia, China, India, Japan, Korea, and Thailand.

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On July 28,
2004, the District Court approved the Disclosure Statement.  The
estimation hearing began on June 14, 2005.  The Debtors
submitted a Fourth Amended Plan and Disclosure Statement on
Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The Fourth Amended Plan was
confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed
by the District Court on Nov. 14.  Federal-Mogul emerged from
Chapter 11 on Dec. 27, 2007.  (Federal-Mogul Bankruptcy News,
Issue No. 168; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       *     *     *

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

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


* MEXICO: S&P Sees Challenges Ahead on 2008 Loan Securitizations
----------------------------------------------------------------
Standard & Poor's Ratings Services has published an article
addressing frequently asked questions regarding Mexican
construction bridge loan securitizations, S&P's analytical
assumptions and approach to rating them, and its intended
actions as S&P continues to surveil their credit performance.
      
"We expect the overall credit performance of our rated Mexican
securitizations to remain stable across most structured asset
classes as long as the current turbulence in the international
credit markets doesn't provoke a broader recession in the U.S.
or globally," said credit analyst Gabriel Wieder.  "That said,
however, it is important to understand that certain market
niches in Mexico are sensitive to even relatively minor economic
or cyclical changes, including the residential real estate
construction market."
     
S&P has seen recent signs of deceleration and contraction in
this sector, including projects taking longer to complete and
sell as a result of higher costs, slowing demand, and
overbuilding in certain pockets of the country.  These signals
may test the strength of structured transactions that depend on
the credit performance of construction bridge loans.
     
The commentary article, "As Mexico's Housing Construction Sector
Contracts, Challenges Loom For Bridge Loan Securitizations," was
published May 28, 2008, and is available on RatingsDirect at
http://www.ratingsdirect.com/



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

CHIQUITA BRANDS: Audit Panel Okays Hiring of PwC as Accountants
---------------------------------------------------------------
Chiquita Brands International Inc.'s Audit Committee of the
Board of Directors has approved the engagement of
PricewaterhouseCoopers LLP as Chiquita's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2008.

PwC was formally appointed on May 22, 2008.  During Chiquita's
two most recent fiscal years ended Dec. 31, 2007 and 2006 and
through May 22, 2008, neither the company nor anyone on its
behalf has consulted with PwC regarding:

   (i) the application of accounting principles to a specified
       transaction, either completed or proposed, or the type of
       audit opinion that might be rendered on Chiquita's
       financial statements, and neither a written report nor
       oral advice was provided to the Company that PwC
       concluded was an important factor considered by Chiquita
       in reaching a decision as to the accounting, auditing or
       financial reporting issue; or

  (ii) any matter that was either the subject of a
       "disagreement" (as that term is defined in Item
       304(a)(1)(iv) of Regulation S-K and the related
       instructions to Item 304 of Regulation S-K) or a
       "reportable event" (as that term is defined in Item
       304(a)(1)(v) of Regulation S-K).

In deciding to select PwC, the Audit Committee reviewed auditor
independence issues and existing commercial relationships with
PwC and concluded that PwC has no commercial relationship with
the Company that would impair its independence.

On May 23, 2008, the Audit Committee notified Ernst & Young LLP
that it will not be retained as Chiquita's independent
registered public accounting firm to audit the company's
consolidated financial statements for the fiscal year ending
Dec. 31, 2008.

E&Y's reports on Chiquita's consolidated financial statements
for each of the two most recent fiscal years ended Dec. 31, 2007
and 2006 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.  During the two most
recent fiscal years ended Dec. 31, 2007 and 2006, and in the
subsequent interim period through May 22, 2008, there were:

   (i) no disagreements between Chiquita and E&Y on any matter
       of accounting principles or practices, financial
       statement disclosure or auditing scope or procedure,
       which disagreement, if not resolved to the satisfaction
       of E&Y, would have caused E&Y to make reference to the
       subject matter of the disagreement in its reports on the
       consolidated financial statements for such years, and

  (ii) no "reportable events" as that term is defined in Item
       304(a)(1)(v) of Regulation S-K.

The company provided E&Y with a copy of this Current Report on
Form 8-K, and requested that E&Y furnish Chiquita with a letter
addressed to the U.S. Securities and Exchange Commission stating
whether E&Y agrees with the disclosure contained in this Current
Report on Form 8-K, or, if not, stating the respects in which it
does not agree.  The company has received the requested letter
from E&Y and a copy of E&Y's letter is filed as Exhibit 16.1 to
this Current Report on Form 8-K.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and       
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

                          *    *    *

In November 2006, Moody's Investors Service downgraded its
ratings for Chiquita Brands LLC., as well as for its parent
Chiquita Brands International Inc.  Moody's said the outlook on
all ratings is stable.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26, 2007.



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

DORAL FINANCIAL: Analyst Confirms "Sell" Rating
-----------------------------------------------
Doral Financial Corp. has been rated as "sell" from Sterne Agee
analyst Adam Barkstrom as the firm's book value includes
deferred tax assets and its common equity is overvalued, the
Associated Press reports.

AP relates that the analyst reduced his price target for the
stock to US$8 per share.  The company shares climbed 13 cents to
US$19.99 in afternoon trading last week.

Mounting loan-loss reserves as delinquencies and defaults rise
on mortgages and other loans were factors that pressured the
company to raise capital to meet certain ratio requirements, Mr.
Barkstrom disclosed.

Mr. Barkstrom noted that the company might need to boost more
cash to support its books if the company's loan losses continue
to soar in coming quarters.

Based in New York City, Doral Financial Corp. (NYSE: DRL)
-- http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank; Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm; Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2008, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating on Doral Financial Corp. to
'B+' from 'B' and removed it from CreditWatch Positive, where it
had been placed July 20, 2007.  S&P said the outlook is stable.



=============
U R U G U A Y
=============

NAVIOS MARITIME: Reports US$14.2 Million Net Income in 1Q 2008
--------------------------------------------------------------
Navios Maritime Holdings Inc. reported its financial results for
the first quarter ended March 31, 2008.

Navios Holdings Chairperson and Chief Executive Officer,
Angeliki Frangou stated, "I am pleased with our performance for
the first quarter of 2008.  In addition to launching our
logistics business in South America we also completed a
substantial acquisition of assets which doubled the size of our
logistics fleet.  We also increased the size of Navios Partners,
by selling the Navios Aurora I to the partnership for
approximately US$80 million.  From a financial perspective,
revenue increased 234% to US$338.3 million and Adjusted EBITDA
increased by 18% to US$42.9 million."

Addressing the fleet acquisition by Navios Logistics Ms. Frangou
stated, "We are delighted to announce the acquisition of these
assets.  Globally, commodities remain in strong demand, and the
South American export market is robust.  This acquisition allows
us to capture the expanding market opportunity, and the long-
term contracts with major commodity producers have enabled us to
increase the size of the fleet profitably."

            2008 Highlights and Recent Developments

Navios South American Logistics:
    
Formation:  On Jan. 1, 2008, Navios Holdings contributed
US$112.2 million in cash and 100% ownership of its subsidiary,
Corporacion Navios Sociedad Anonima, for 63.8% (67.2% excluding
contingent consideration) of the outstanding stock of Navios
South American Logistics Inc.  Navios Logistics had previously
acquired 100% ownership in the Horamar Group in exchange for
US$112.2 million of cash (of which US$5 million was escrowed and
will be payable upon the attainment of certain EBITDA targets)
and 36.2% of the outstanding stock of Navios Logistics (of which
shares representing US$15 million in value was escrowed and will
be payable upon the attainment of certain EBITDA targets).  
Horamar was a privately held Argentina-based group specializing
in the transport and storage of liquid cargoes and the
transportation of dry bulk cargoes in South America.

The cash contribution for the acquisition of Horamar was
financed entirely by existing cash.  In addition to the
strategic value of Horamar, Navios Holdings expects this
transaction to be accretive to its shareholders, both from a
cash flow and from an earnings standpoint.

The acquisition was accounted for under the purchase method of
accounting in accordance with SFAS 141. Navios Holdings is in
the process of allocating the purchase price to the acquired
assets and liabilities.

Asset Acquisition: Navios Logistics has acquired a fleet for
transporting dry and liquid cargo on the river in the Hidrovia
Region.  This fleet, consisting of 119 liquid and dry barges and
vessels, represents six convoys and costs approximately US$72
million.  The fleet is anticipated to be in service sometime
during the fourth quarter of 2008.  The acquisition was financed
by a Term Loan of US$70 million with Marfin Egnatia Bank S.A.
at a rate of LIBOR plus a margin of 175 basis points and a term
of three years.
    
Simultaneous with the acquisition of this fleet, Navios
Logistics entered into two agreements with major commodity
producers that provide for the annual transport of over one
million tons.  These agreements are for three and five years,
respectively.  Navios Logistics anticipates generating more than
US$15 million in EBITDA annually from these convoys.

Before the transaction, Navios Logistics controlled
approximately 110 barges and vessels.  As a result of the
transaction, Navios Logistics will control a fleet with 240
barges and vessels.  The combined fleet will be:

   -- 17 push boats;
   -- 166 dry barges;
   -- 46 tank barges;
   -- three LPG tank barges;
   -- two self-propelled barges;
   -- two small inland oil tankers;
   -- two handysize tankers; and
   -- two docking platforms.

Navios Logistics CEO, Claudio Lopez stated, "This transaction
reflects the benefits of being part of the Navios Group, as we
can globally access assets and financing that increases our
competitive position in the market."

Navios Maritime Holdings, Inc.:

Dividend:  On May 27, 2008, the Board of Directors declared a
quarterly cash dividend in respect of the first quarter of 2008
of US$0.09 per common share payable on June 30, 2008 to
stockholders on record as of June 18, 2008.

Acquisition of Vessels:  On Jan. 9, 2008, Navios Holdings took
delivery of Torm Antwerp, in its chartered-in fleet.  Torm
Antwerp is a 75,250 DWT Panamax vessel built in 2008.

On Feb. 7, 2008, Navios Holdings took delivery of the vessel
Navios Orbiter by exercising its purchase option.  Previously
the vessel was operating under the company's chartered-in fleet.
The vessel's purchase price was approximately US$20.5 million.

On April 24, 2008, Navios Holdings took delivery of the vessel
Navios Aurora I by exercising its purchase option. Previously,
the vessel was operating under the company's chartered-in fleet.  
The vessel's purchase price was approximately US$21.3 million.

                   Changes in Capital Structure

Following the issuances of shares described below, Navios
Holdings had 106,070,225 shares of common stock outstanding and
7,795,343 warrants outstanding as of March 31, 2008.  The
warrants will expire in accordance with their terms on Dec. 9,
2008.

Share Repurchase Program:  On Feb. 14, 2008, the Board of
Directors approved a share repurchase program of up to US$50
million of the Navios Holdings' common stock. Share repurchases
have been made pursuant to a program adopted under Rule 10b5-1
under the Securities Exchange Act.  The program does not require
any minimum purchase or any specific number or amount of shares
and may be suspended or reinstated at any time in Navios
Holdings' discretion and without notice.  Through March 31,
2008, 362,900 shares were repurchased under this program, for a
total consideration of approximately US$3.4 million.

Stock Plan:  Pursuant to the stock plan approved by the Board of
Directors Navios Holdings issued 13,334 restricted shares of
common stock and 25,310 restricted units to its employees
through the end of March 31, 2008.

Warrant Exercises:  On March 10, 2008, the company issued 7,362
shares of common stock following the exercise of warrants.  The
exercise of these warrants generated US$36,810 of cash proceeds.

                    2008 Financial Highlights

   -- Adjusted EBITDA increased by 18% to US$42.9 million in the
      first quarter of 2008 from US$36.3 million for the same
      period in 2007

   -- Revenues increased by 234% to US$338.3 million in the
      first quarter of 2008 from US$101.1 million in the same
      period in 2007

   -- Net debt to book capitalization was 17.8% as at March 31,
      2008 and 7.4% as at Dec. 31, 2007

   -- Shareholders' Equity increased by 0.8% to US$775.7 million
      from US$769.2 million

   First Quarter 2008 Results (in thousands of U.S. Dollars):

Adjusted EBITDA for the three months ended March 31, 2008,
includes US$2.5 million that is otherwise eliminated by finance
lease accounting and US$2.4 million interest rate swaps losses.
Adjusted EBITDA for the three months ended March 31, 2007,
includes US$1.5 million that is otherwise eliminated by finance
lease accounting and US$0.2 million interest rate swap losses.

Revenue from vessels operations for the three months ended March
31, 2008 was US$316.8 million as compared to US$99.7 million for
the same period during 2007.  The increase in revenue is mainly
attributable to the increase in TCE per day and the increase in
the available days of the fleet in 2008 as compared to those in
2007.  The achieved TCE rate per day, excluding FFAs, increased

141.9% from US$21,349 per day in the first quarter of 2007 to
US$51,641 per day in the same period of 2008.  The available
days for the fleet increased by 59.9% to 6,014 in the first
quarter of 2008 from 3,762 days in the same period of 2007.

Revenue from the logistics business was approximately US$21.5
million in the first quarter of 2008 as compared to US$1.4
million during the same period of 2007.  This is due to the
acquisition of Horamar group in January 2008.

EBITDA for the first quarter of 2008 and 2007 was US$38 million
and US$34.6 million, respectively.  EBITDA for the quarters does
not include US$2.5 million and US$1.5 million, respectively,
that otherwise are eliminated by finance lease accounting and is
adversely impacted by US$2.4 million and US$0.2 million
respectively, relating to interest rate swaps losses.  Taking
into account these items, EBITDA for the first quarter of 2008
would have been US$42.9 million as compared to US$36.3 million
for the same period in 2007.  The increase in Adjusted EBITDA of
US$6.6 million was primarily due to an increase in revenue by
US$237.2 million from US$101.1 million in the first quarter of
2007 to US$338.3 million for the same period in 2008, an
increase in gain of FFA trading by US$2 million from US$2.9
million for the first quarter of 2007 to US$4.9 million for the
same period in 2008, a decrease in direct vessel expenses by
US$0.6 million from US$6.2 million in the first quarter of 2007
to US$5.6 million for the same period in 2008, an increase in
interest income from investments in finance leases by US$0.2
million, a gain of US$2.6 million from the partial sale of
a subsidiary in the first quarter of 2008, an increase of US$1
million relating to finance lease accounting described herein
and a net increase of US$0.7 million in all other categories.
This overall favorable variance of US$244.3 million was
mitigated mainly by the increase in time charter, voyage and
port terminal expenses by US$233.3 million from US$60.4 million
in the first quarter of 2007 to US$293.7 million for the same
period in 2008, an increase in general and administrative
expenses by US$4.1 million from US$4.3 million in the first
quarter of 2007 to US$8.4 million for the same period in 2008
(excluding the US$0.7 million share-based compensation for the
first quarter of 2008) and an increase in net other expenses by
US$0.3 million from US$0.1 million in the first quarter of 2007
to US$0.4 million for the same period in 2008.

Net income for the first quarter ended March 31, 2008 was
US$14.2 million as compared to US$14.8 million for the
comparable period in 2007.  The decrease of net income by US$0.6
million was adversely affected by a US$7.4 million increase in
depreciation and amortization expense, a US$0.7 million increase
in share-based compensation expense, the US$1 million relating
to finance lease accounting and increase of US$2.2 million
relating to interest rate swaps losses This was mitigated by a
US$6.6 million increase in Adjusted EBITDA, the increase in
interest income by US$1.2 million and the US$1.2 million
decrease in interest expense and the decrease in income taxes by
US$1.7 million.

Time Charter Coverage:

Navios Holdings has extended its long-term fleet employment by
entering into agreements to charter out vessels for periods
ranging from one to five years.  As a result, as of May 23,
2008, Navios Holdings has currently contracted 98.6%, 66.7% and
37.9% of its available days on a charter-out basis for 2008,
2009 and 2010, respectively, equivalent to US$215.3 million,
US$171.4 million and US$147.4 million in revenue, respectively.  
The average contractual daily charter-out rate for the core
fleet is US$24,762, US$27,882 and US$32,436 for 2008, 2009 and
2010,  espectively. The average daily charter-in rate for the
active long term charter-in vessels for 2008 is US$9,727.

Purchase Option:

In September 2007, Navios Holdings exercised its option to
acquire the Navios Orbiter, a 76,602 dwt Panamax vessel built in
2004 which was delivered on Feb. 7, 2008.  The vessel's purchase
price was approximately US$20.5 million and market value is
estimated at US$90 million.

On April 24, 2008, Navios Holdings took delivery of the vessel
Navios Aurora by exercising its purchase option.  Previously the
vessel was operating under company's chartered-in fleet.  The
vessel's purchase price was approximately US$21.3 million.

Accordingly, Navios Holdings has options to acquire four of the
remaining 17 chartered-in vessels currently in operation and 16
of the 20 long-term chartered-in vessels on order (on 11 of the
16 purchase options Navios Holdings holds a 50% initial purchase
option).

Fleet Employment Profile:

Navios Holdings controls a fleet of 62 vessels totaling
6,000,000 dwt, of which 26 are owned and 36 are chartered-in
under long term charters.  The company operates 34 vessels
totaling 2.8 million dwt and it has 28 newbuildings to be
delivered.  Two of these vessels are expected to be delivered in
2008 and the remaining 26 at various dates through 2013.  The
average age of the operating fleet is 4.6 years.

           About Navios South America Logistics, Inc.

Navios Logistics was formed in 2007 through the acquisition of
control of the Horamar Group, established in 1975. Navios
Logistics specializes in transporting and storing liquid and dry
bulk cargoes in the Hidrovia region connecting Argentina,
Bolivia, Brazil, Paraguay and Uruguay.  Navios Logistics
currently controls a fleet of over 100 barges and vessels.  It
also owns and operates an upriver oil storage and transfer
facility in Paraguay and the largest bulk transfer and storage
port terminal in Uruguay.

                    About Navios Maritime

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW)
(NYSE: NM) -- http://www.navios.com/-- is a vertically
integrated global seaborne shipping company, specializing in the
worldwide carriage, trading, storing, and other related
logistics of international dry bulk cargo transportation.  The
company also owns and operates a port/storage facility in
Uruguay and has in-house technical ship management expertise.
It maintains offices in Piraeus, Greece, South Norwalk,
Connecticut and Montevideo, Uruguay.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2007, Standard & Poor's Ratings Services has revised
its outlook on Greece-based dry-bulk shipping company Navios
Maritime Holdings Inc. to positive from stable.  At the same
time the 'BB-' corporate credit ratings on the company were
affirmed.  In addition, the senior unsecured debt rating was
raised to 'B+' from 'B'.



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

NORTHWEST AIRLINES: Delta Merger Likely to be Approved
------------------------------------------------------
The Delta Air Lines Inc. and Northwest Airlines Corp.
consolidation is likely to be approved by the U.S. government,
Rep. John Mica, a Florida Republican, told Reuters.

Rep. Mica, former chairman of the House of Representatives
aviation subcommittee, said in a congressional hearing to
consider approval of the merger that the transaction to create
the world's biggest airline didn't seem to be anti-competitive,
Reuters said.

Antitrust and industry experts have previously said the
Northwest-Delta proposal stood a good chance of winning
regulatory approval.

According to the paper, the merger proposal has met little or no
resistance in Congress, which cannot block a consolidation,
anyway.  However, Reuters pointed out that lawmakers can
"disrupt the timing of the regulatory review, influence
policymakers and rally consumers and workers."

In his opening statement at the hearing, current Aviation
Committee Chairman Rep. James Oberstar said that the tie-up is
expected to have wide ramifications in the airline industry in
general, CNNMoney.com reported.  "This should not be and must
not be considered as a standalone, individual transaction but
rather as the trigger of what will surely be a cascade of
subsequent mergers that will consolidate aviation in the United
States and around the world into global, mega carriers,"
CNNMoney.com quoted Rep. Oberstar, as saying.

Rep. Oberstar is of the opinion that the Northwest-Delta merger
would deter competition at major hubs, which would result in
increased fares, CNNMoney.com stated.

Meanwhile, Northwest CEO Doug Steenland and Delta CEO Richard
Anderson testified that the merger would in fact, encourage
competition because the airlines focus on serving different
regions.  Northwest's forte are in the Midwest, and
internationally, in Asia; while, Delta's strengths are in the
East and the "mountain" West; and internationally, Europe and
Latin America.

"We think it's procompetitive," Mr. Anderson told CNNMoney.com.  
"It's good for small communities and it will be good for our
employees."

Combined, Delta and Northwest expect to have an aggregate of
more than US$35,000,000 in annual revenues, operate a mainline
fleet of nearly 800 aircraft, hire approximately 75,000
employees worldwide, and with expected liquidity of nearly
US$7,000,000 at closing, the CEOs disclosed, according to The
Associated Press.

Under Delta's agreement with Northwest to combine in an all-
stock transaction, the new Company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
Messrs. Steenland and Anderson disclosed.

Both CEOs also assured that they will not be closing any hubs
after the merger, nor eliminate any frontline positions,
CNNMoney.com said.  Nevertheless, Messrs. Steenland and Anderson
told lawmakers that under the merged company, no more than an
estimated 1,000 corporate positions will be eliminated.  The
CEOs said they would provide legislators "a formal estimate"
within 60 days, according to various reports.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports say.

The Detroit News, however, notes that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                Seniority Issues Remain Afloat

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to The Associated Press.

However, the meeting was not expected to address seniority list
integration, the AP said.  Seniority is critical for pilots in
determining choices on vacations, the best routes, and bigger
planes to fly.  It also sets pilots' compensation.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                    About Northwest Airlines

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

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

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

                         *     *     *

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

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

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.


PETROLEOS DE VENEZUELA: Petroleum Imports Up 150% in 1Q 2008
------------------------------------------------------------
The Economic Times reports that statistics from the Venezuelan
Central Bank indicate that Petroleos de Venezuela SA increased
petroleum imports by almost 150% to US$1.5 billion in the first
quarter 2008, compared to the first quarter 2007.

According to The Economic Times, the imports include:

          -- diesel oil,
          -- gasoline, and
          -- chemical additives for gasoline products.

The increase indicates that production has fallen, The Economic
Times says, citing economist Gustavo Garcia, a professor at a
Caracas business school.  Due to declining production, Venezuela
is forced to buy petroleum products abroad.

Petroleos de Venezuela told The Economic Times that its daily
production in 2007 was 3.15 million barrels.  Analysts including
Paris' International Energy Administration say that Venezuela's
output is around 2.4 million.

Mr. Garcia told The Economic Times that the petroleum sector
reported a 3.3% increase in the first quarter 2008.  This figure
is "not consistent with the number of active rigs," Mr. Garcia
added.

The Economic Times notes that Petroleos de Venezuela reported a
shortage of oil rigs in July 2007.  Its year-end report showed
it had 111 rigs.

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

                       *     *     *

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

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

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



* BOND PRICING: For the Week May 26 - May 30, 2008
--------------------------------------------------

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

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      74.66
Argnt-Bocon PR11         2.000     12/3/10     ARS      54.07
Argnt-Bocon PR13         2.000     3/15/24     ARS      47.69
Arg Boden                2.000     9/30/08     ARS      14.80
Arg Boden                7.000     10/3/15     USD      70.88
Bonar Arg $ V           10.500     6/12/12     ARS      69.98
Bonar X                  7.000     4/17/17     USD      67.28
Argent-EURDIS            7.820    12/31/33     EUR      66.69
Argent-Par               0.630    12/31/38     ARS      30.48
Banco Macro SA           9.750    12/18/36     USD      73.97
Buenos Aire Prov         9.375     9/14/18     USD      73.70
Buenos Aire Prov         9.625     4/18/28     USD      71.25

   BERMUDA
   -------
XL Capital Ltd           6.500    12/31/49     USD      70.78

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      65.64

   CAYMAN ISLANDS
   --------------
Shinsei Fin Caym         6.418     1/29/49     USD      66.91
Shinsei Fin Caym         6.418     1/29/49     USD      66.86
Shinsei Finance          7.160     7/29/49     USD      66.10

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      72.72
Jamaica Govt LRS        12.750     6/29/22     JMD      74.66

   PUERTO RICO
   -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.000    12/15/34     USD      34.25
Puerto Rico Cons.        6.250      5/1/22     USD      74.00
Puerto Rico Cons.        6.300     11/1/33     USD      47.00

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      65.25
Petroleos de Ven         5.375     4/12/27     USD      55.32
Petroleos de Ven         5.500     4/12/37     USD      54.25
Venezuela                6.000     12/9/20     USD      67.50
Venezuela                7.000     3/31/38     USD      65.12
Venezuela                7.650     4/21/25     USD      73.02


                            ***********


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.

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