TCRLA_Public/080604.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

             Wednesday, June 4, 2008, Vol. 9, No. 110

                            Headlines


A R G E N T I N A

ALITALIA SPA: EUR300 Mil. Loan Enough for 12-Month Operation
ALITALIA SPA: Italian Consortium Eyes 4,500 Job Cuts
ALTO PALERMO: Pays Second Interest Installment on ARS154MM Notes
ASOCIACION FRANCESA: Settlement Plan Voting Is on July 7
ATALANTA SA: Trustee Will File Individual Reports on Sept. 15

DELTA AIR: To Cut 1,000 More Jobs Than Initially Planned
DELTA AIR: 60% of Flight Attendants Trash AFA Representation
DELTA AIR: Joins Northwest in Filing Merger Pact Prospectus
FORD MOTOR: Tracinda Waives Cash Offer Term on Share Price Drop
FORD MOTOR: Completes Sale of Jaguar & Land Rover to Tata Motors

KAVUE SA: Proofs of Claim Verification Deadline Is July 23
MONROE 3495: Proofs of Claim Verification Deadline Is Aug. 8
OBRA SOCIAL: Files for Reorganization in Buenos Aires Court
SOL Y VALLES: Trustee to File Individual Reports on June 16
TENNECO INC: Closes US$10MM Buyout of Delphi's Kettering Plant

TYSON FOODS: Withdraws Antibiotic-Free Label on Chicken Products


B A R B A D O S

HILTON HOTELS: Ross Klein and Amar Lalvani Hired as New Execs


B E R M U D A

INTELSAT LTD: Jeffrey Freimark Quits as CEO Effective June 5
SECURITY CAPITAL: Taps Elizabeth Keys as Chief Financial Officer
SECURITY CAPITAL: Comments on XL Capital-Jefferson County Deal
TYCO INTERNATIONAL: Exchange Offer & Consents Expired Yesterday


B R A Z I L

ARANTES ALIMENTOS: Fitch Rates Unit's Proposed US$200MM Notes B
BANCO NACIONAL: OKs BRL369M Loan for Energy Cogeneration Project
BANCO NACIONAL: Equipment Disbursements Up 53% to BRL18.5 Bil.
BANCO NACIONAL: Okays US$150.3MM Loan for Corumba III Project
BANCO PINE: S&P Puts BB- Rating on US$100 Million 2-Year Notes

BEAR STEARNS: Turns Over Trading Documents to Aid SEC Inquiry
BEAR STEARNS: Fitch Lifts Ratings After Merger with JPMorgan
BEAR STEARNS: Moody's Rtg. Review Sustains Despite JPMorgan Deal
DELPHI CORP: Will Borrow US$254MM From Lender Group on June 9
DELPHI CORP: Sells Power Products Biz Assets for US$7.8 Million

DELPHI CORP: Closes US$10 Mln Sale of Kettering Plant to Tenneco
SADIA SA: Names Members to Executive Board
TAM SA: Aviation Agency Authorizes Lima Daily Flight Operation
UAL CORP: Glenn Tilton Not Fit as Chairman, Teamsters Says


C A Y M A N  I S L A N D S

ALTERNATIVE ASSET: Claims Filing Deadline Is Until June 9
AL DANA 2: Deadline for Proofs of Claim Filing Is June 9
AL DANA 2: Will Hold Final Shareholders Meeting on June 9
BGI SHORT: Deadline for Proofs of Claim Filing Is June 7
BOMBAY CO: Files Disclosure Statement and Joint Chapter 11 Plan

FUTURE PLAZA: Proofs of Claim Filing Deadline Is June 9
G-SQUARE GLOBAL: Sets Final Shareholders Meeting on June 6
PARMALAT SPA: Allocated Shares Hikes Stock Capital
VALAIS RE: A.M. Best Puts BB/B Rating to US$104MM Variable Notes


C H I L E

AES GENER: Nueva Renca Plant Restarts After Explosion


C O L O M B I A

BANCOLOMBIA SA: Court of Appeals Rules Against Banco de Colombia


D O M I N I C A N   R E P U B L I C

EMPRESA DISTRIBUIDORA: Mayor Threatens to Freeze Firm's Accounts


G U A T E M A L A

CENTRAL AMERICAN: Moody's Reviews B1 Ratings For Likely Upgrade


J A M A I C A

AMERICAN AIRLINES: Launches Fort US-Jamaica Flight Service
MIRANT CORP: Plan Bars AER-Alliance From Enforcing Rights
NATIONAL COMMERCIAL: Court Hears Complaint on Michael Hylton


M E X I C O

BLUE WATER: June 18 Court Date to Confirm Second Amended Plan
BLUE WATER: CIT Capital Wants Evidentiary Hearing on Plan
FORD MOTOR: To Convert Mexico Pick-Up Truck Fab to Fiesta Plant
QUEBECOR WORLD: Court Approves Lease Agreement With Headlands
QUEBECOR WORLD: Modified Severance Program Approved by Court


P U E R T O  R I C O

ALLIED WASTE: Fitch Holds 'CCC+/RR6' Rating on Sub. Notes
CARIBE MEDIA: Moody's Holds B2 Ratings; Shifts Outlook to Stable
JETBLUE AIRWAYS: Prices 5.5% Convertible Debentures Offering
JETBLUE AIRWAYS: Okays Options to Underwriters to Buy Debentures
JETBLUE AIRWAYS: Fitch Rates US$175M Conv. Debentures 'CCC-/RR6'

SEARS HOLDINGS: Bad Operations Results Cue S&P's Neg. Outlook


T R I N I D A D  &  T O B A G O

DIGICEL GROUP: Fitch Holds B- US$450MM Senior Notes & ID Ratings


V E N E Z U E L A

CITGO PETROLEUM: Has 15 Days to Provide Withheld Documents
NORTHWEST AIRLINES: Joins Delta in Filing Merger Pact Prospectus


                         - - - - -


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

ALITALIA SPA: EUR300 Mil. Loan Enough for 12-Month Operation
------------------------------------------------------------
The Italian government said that its EUR300 million emergency
loan is intended to keep Alitalia S.p.A. running for a year,
Agenzia Giornalistica Italia reports.

In its technical report for Alitalia, Italy said the cash grant
will temporarily help the carrier avoid liquidation or
administration, AGI relates.  

Italy noted that the loan was converted into Alitalia's capital,
a move that may allow auditors to approve its 2007 results.

Italy, AGI reports, detailed the loan as:

    * EUR205 million from the fund for competitiveness and
      development;

    * EUR85 million from the fund for enterprise financing;
      and

    * EUR10 million from the special fund of the ministry of
      economy and finances.

Despite the loan, Alitalia's Board of Directors said the carrier
needs to carry out recapitalization "as quickly as possible."

                         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.


ALITALIA SPA: Italian Consortium Eyes 4,500 Job Cuts
----------------------------------------------------
A group of Italian investors bidding to acquire the national
government's 49.9% stake in Alitalia S.p.A. might seek around
4,500 job cuts in the carrier, Marco Bertacche writes for
Bloomberg News, citing an unsourced Corriere della Sera report.

As previously reported in the TCR-Europe Bruno Ermolli, adviser
to Prime Minister Silvio Berlusconi, has set up a special
bidding vehicle to bid for Italy's stake.  The newco is composed
of several Italian financial and industrial firms including
AirOne S.p.A.  The report adds that Intesa Sanpaolo S.p.A.,
Mediobanca S.p.A. and Piaggio S.p.A. chairman and CEO Roberto
Colaninno.

Poste Italiane S.p.A. join the newco if it gains commercial
benefits from the deal.  The newco may also include Air France-
KLM SA and Deutsche Lufthansa AG after it restores Alitalia
financial coffers.

                         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.


ALTO PALERMO: Pays Second Interest Installment on ARS154MM Notes
----------------------------------------------------------------
Alto Palermo S.A., a.k.a. APSA, will start on June 11, 2008, the
payment of the second installment of interests on the fixed-rate
ARS154,020,000 notes (peso-linked) due 2012.

The second interest payment, totaling ARS8,471,100, will be paid
to the people at whose name the notes were registered on May 27,
2008.  Payment agents for the transaction are The Bank of New
York and, in Argentina, Banco Santander Rio S.A.

Alto Palermo S.A. (a.k.a. APSA) operates and develops commercial
centers in Argentina.  It has six commercial centers located in
Capital Federal and Buenos Aires suburbs, where it has got the
43% of participation on the market and another three located in
the cities of Salta, Mendoza and Rosario.  It represents, in
all, 1,118 shops.  The shareholders of Alto Palermo are
Inversiones y Representaciones S.A. (61.5%) and Parque Arauco
(29.6%), with the rest of the shares trading in the stock market
of Buenos Aires and New York.

                         *     *     *

In May 2008, Fitch Ratings affirmed these ratings of Alto
Palermo S.A.:

  -- Foreign currency issuer default rating at 'B+';

  -- Local currency issuer default rating at 'B+';

  -- US$120 million notes due in 2017 at 'B+/RR4'; and

  -- US$50 million argentine peso-linked notes due in 2012 at
     'B+/RR4'.


ASOCIACION FRANCESA: Settlement Plan Voting Is on July 7
--------------------------------------------------------
Asociacion Francesa Filantropica y de Beneficencia's creditors
will vote to ratify the company's completed settlement plan
during an assembly on July 7, 2007.

The court-appointed trustee for Asociacion Francesa's
reorganization proceeding verified creditors' proofs of claim.  
The trustee presented the validated claims as individual reports
in the National Commercial Court of First Instance in Buenos
Aries.

The debtor can be reached at:

         Asociacion Francesa Filan-tropica y de Beneficencia
         La Rioja 951
         Buenos Aires, Argentina


ATALANTA SA: Trustee Will File Individual Reports on Sept. 15
-------------------------------------------------------------
Jacobo Michan, the court-appointed trustee for Atalanta S.A.'s
reorganization proceeding, will present the validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 15, 2008.

Mr. Michan will be verifying creditors' proofs of claim until
July 21, 2008.  The trustee will also file a general report
containing an audit of Atalanta's accounting and banking records
will be submitted in court on Oct. 27, 2008.

The debtor can be reached at:

                    Atalanta SA
                    Laprida 1483
                    Buenos Aires, Argentina


DELTA AIR: To Cut 1,000 More Jobs Than Initially Planned
--------------------------------------------------------
Delta Air Lines, Inc. is cutting at least 1,000 more jobs than
it previously planned because the number of employees who
accepted voluntary severance offers exceeded the company's goal,
The Associated Press reports.

Delta spokesperson Betsy Talton told the AP that more than 3,000
volunteered for the package -- all of which Delta will accept.  

As previously reported, Delta executives had said at the 2008
JPMorgan Aviation and Transportation Conference in New York on
March 18, 2008, that the Company would offer voluntary severance
payouts to approximately 30,000 employees, which covers more
than half of its work force, and cut U.S. capacity by an extra
5%.

The airline's goal was to cut 2,000 frontline, administrative
and management jobs through the severance program, attrition and
other initiatives.

Specifically, Delta offered approximately 30,000 eligible
employees to opt for one of the two voluntary programs,
including:

  -- the 60-Point Retirement Program for those who are already
     eligible for retirement or for those whose age and years of
     service add up to at least 60, with 10 or more years of
     service; and

  -- the Early Out Program for frontline employees with 10 or
     more years of service and for administrative and management
     employees with one or more years of service.  

Both programs offer a severance payment, travel privileges, and
additional benefits to manage career transitions.  Specifics
differ based on age, retirement eligibility and years of
service.  

The Company "will be working through plans to ensure our
operations are covered and there could be future hiring for
operational needs, depending on capacity needed," Ms. Talton
said in a statement.

In the March 18 Conference, Delta officials had said that the
voluntary headcount reductions are part of the Company's effort
to "proceed cautiously" in the current economic and fuel
climate.

As of the end of 2007, Delta had reduced their full-time
employees by 55,044, according to the report.

                 Initial Plan to Cut 30,000 Jobs

As reported in the Troubled Company Reporter on March 19, 2008,
Delta chief executive officer, Richard Anderson, and president
and chief financial officer, Edward H. Bastian, wrote a
statement on March 18, 2008, to the company's global staff
discussing the company's move to address record fuel prices and
the weakening U.S. economy.

In the statement, the executives said that despite the
significant momentum at Delta, the rapid increase in fuel costs
to record highs and the weakening U.S. economy are placing
pressure on the business.  In the past three months, fuel prices
have climbed nearly 20% and 2008 fuel bill is now expected to
increase by nearly US$900 million compared to the business plan
(based on US$90 per barrel fuel) and more than US$2 billion over
2007.

                         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.

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. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: 60% of Flight Attendants Trash AFA Representation
------------------------------------------------------------
Delta Air Lines, Inc. has received notification from the
National Mediation Board that a decisive majority -- more than
60% of eligible flight attendants -- rejected representation by
the Association of Flight Attendants-Communication Workers of
America in the representation election at Delta.

The rejection will mean Delta's continuous direct relationship
with its flight attendants.

Should enough FA votes were mustered for AFA's representation,
the union would have negotiated future employment terms and
benefits with Delta on behalf of its members, The Wall Street
Journal reports.

"We are pleased that Delta's flight attendants clearly believe
that our unique culture and direct relationship are worth
preserving," said Delta CEO Richard Anderson in an official
statement on Delta's Web site.

"Delta continues to be the best advocate for its people, and our
employees recognize the benefits of working together to enhance
their careers and drive successful results for themselves and
our company," Mr. Anderson said.

Joanne Smith, senior vice president for Delta's In-Flight
Service and Global Product Development, added, "This decision
was one of the biggest our flight attendants faced in their
career at Delta and it arose during some challenging times in
our industry.  Through all of these distractions -- soaring fuel
costs, a softening economy and an unrelenting AFA campaign of
scare tactics and inaccurate information -- the professionalism
of all of our flight attendants shone as they maintained an
unwavering focus on safety and service.  This comes as no
surprise however, because that is the Delta Difference; it is
what sets us apart from the rest of this industry."

"We have many exciting and challenging opportunities ahead of
us.  Together, with our employees, we will continue to make
Delta a source of pride for our people and an airline that
delivers great service to our customers," Ms. Smith said.

                        AFA's Statement

In a May 28, 2008 release, AFA said that Delta Air Lines flight
attendants narrowly missed a chance to form a union.  The AFA-
CWA won the vast majority of the votes cast in an historic
election for union representation, but federal rules requiring a
majority turnout, coupled with an aggressive voter suppression
campaign by Delta management, kept thousands from casting a
vote.

With only 5,306, or almost 40%, of eligible flight attendants
voting, the National Mediation Board (NMB) would not certify the
AFA-CWA as the Delta flight attendants' representative after the
all votes were counted.  Flight attendants are optimistic that a
coming vote in connection with Delta's merger with Northwest
will result in winning AFA-CWA representation.

"Delta flight attendants took the next big step toward gaining a
voice and a union contract," said Patricia Friend, AFA-CWA
International president.  "A larger portion of the Delta
workforce than ever before voted for union representation.  
Those supporters, combined with strong union support at
Northwest, will clearly be enough for the flight attendants to
win union representation after the merger with Northwest is
finalized."

AFA-CWA cited management's voter suppression efforts as a
critical factor in the outcome.  "For months, Delta management
has touted its commitment to the democratic process, yet never
let up on their intimidation and coercion of voters.  Their
empty rhetoric cannot conceal their interference.  The
conditions surrounding election were neither free nor fair, as
required by NMB statutes.  Now it is up to the National
Mediation Board to defend the Delta flight attendants' right to
an election free of interference," said Friend.

The election followed a campaign for AFA-CWA representation that
began in late 2006 when a small group of Delta flight attendants
began collecting the signatures necessary to call for an
election.  From the time AFA-CWA filed for an election in
February, Delta management has waged an aggressive campaign to
discourage flight attendants from voting.  Across the country,
crew rooms were wallpapered with anti-union messages such as
"Give a Rip, Don't Click, Don't Vote," instructing flight
attendants to rip up their voting instructions from the NMB and
not cast a ballot.  In addition, supervisors attempted to
pressure flight attendant activists into discontinuing their
activities in support of union representation.

AFA-CWA plans to file formal interference charges with the NMB
by June 6, 2008.

"Once again, management has failed to listen to what employees
want," said Mark Stell, Delta flight attendant and AFA-CWA
activist.  "Going into this election, it was clear that Delta
flight attendants wanted a union.  We deserve a voice in our
future and will not stop until we get a seat at the table.  
There is a light at the end of the tunnel however and that is
the second chance we will get to become members of AFA-CWA when
this merger is finalized.  Until then, we will work with our
colleagues at Northwest Airlines to make sure that flight
attendants are not left behind as the merger progresses."

Under current NMB rules, when one non-union work group merges
with a union group, if 35% of combined workforce has union
representation or signs a union card, a union election will
automatically be called.  That vote is expected to occur in
early 2009.

                        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.

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. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Joins Northwest in Filing Merger Pact Prospectus
-----------------------------------------------------------
In a joint proxy statement or prospectus filed with the
Securities and Exchange Commission dated May 20, 2008, and in
line with the merger agreement between Delta Air Lines, Inc. and
Northwest Airlines Corporation, the chief executive
officers of both airlines Richard A. Anderson and Douglas M.
Steenland urged Delta stockholders to vote during a special
meeting to approve:

  * the issuance of shares of Delta common stock to Northwest
    stockholders; and

  * the amended Delta 2007 Performance Compensation Plan,
    which governs the employee equity issuance, to increase the
    number of shares of Delta common stock issuable after giving  
    effect to the Delta shares issued in connection with the
    merger.

"While the closing of the merger is not conditioned upon
approval of the amendment to the Delta 2007 Performance
Compensation Plan, failure to approve this amendment could
affect the ability of the combined company to achieve the
expected synergies in the expected timeframe," the CEOs noted.

Similarly, in order to complete the merger, an affirmative vote
of holders of a majority of the outstanding shares of Northwest
common stock must vote to adopt the Merger Agreement, said
Messrs. Anderson and Steenland.

The Executives clarified that approval of other matters at the
Northwest annual stockholders meeting -- including election of
its directors, ratification of the appointment of its 2008
independent auditor, and an amendment to the Northwest 2007
Stock Incentive Plan -- is not a condition to the Merger.

The separate meetings to be held by Delta and Northwest to
obtain approvals of the Merger Agreements are still to be
announced, the filing disclosed.

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

              http://ResearchArchives.com/t/s?2d2b

                    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.

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. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Tracinda Waives Cash Offer Term on Share Price Drop
---------------------------------------------------------------
Tracinda Corporation will waive the condition to its cash tender
offer that the market price of shares of Ford Motor Company
common stock does not decrease by 10% or more from the close of
trading on May 8, 2008.  Tracinda continues to believe in Ford's
management and turnaround efforts and remains committed to its
offer for up to 20,000,000 shares of Ford common stock at a net
per share offer price of US$8.50.  The offer is scheduled to
expire at 5:00 p.m. New York City time on June 9, 2008 unless
extended.

As reported in the Troubled Company Reporter-Latin America on
April 30, 2008, Tracinda disclosed that it will make a cash
tender offer for up to 20 million shares of common stock of Ford
at a price of US$8.50 per share.  The offer price represents a
13.3% premium over Ford's closing stock price of US$7.50 on
April 25, 2008 and a 38.7% premium over Ford's closing stock
price on April 2, 2008, the day upon which Tracinda began
accumulating shares in the company.  The shares to be purchased
pursuant to the offer represent approximately 1% of the
outstanding shares of Ford common stock.  Tracinda Corporation,
of which Kirk Kerkorian is the sole shareholder, currently owns
100 million shares of Ford common stock, which represents
approximately 4.7% of the outstanding shares.  Tracinda's
average cost for such shares is approximately US$6.91 per share.  
Upon completion of the offer, Tracinda would beneficially own
120 million shares of Ford common stock, or approximately 5.6%
of the outstanding shares.

Tracinda also disclosed that the waiting period applicable to
the tender offer under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired on May 23, 2008.

Questions regarding the offer or requests for offer materials
should be directed to the information agent, D. F. King & Co.,
Inc., at (212) 269-5550 for banks and brokerage firms or (800)
859-8511 for all others.

                    About Ford Motor Company

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

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Standard & Poor's Ratings Services revised its
outlook on Ford Motor Co. and related entities, including Ford
Motor Credit Co. and FCE Bank PLC, to negative from stable.  At
the same time, S&P affirmed the 'B' long-term and 'B-3' short-
term ratings on Ford and Ford Credit, and the 'B+/B-3' ratings
on FCE.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Moody's Investors Service affirmed the ratings of
Ford Motor Company following the company's announcement that
declining demand in the US market and the ongoing shift in
consumer preference away from trucks and SUVs will result in an
operating loss during 2009, and require further restructuring
initiatives.

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

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


FORD MOTOR: Completes Sale of Jaguar & Land Rover to Tata Motors
----------------------------------------------------------------
Ford Motor Company completed the sale of its Jaguar Land Rover
operations to Tata Motors.

As reported in the Troubled Company Reporter on March 27, 2008,
Ford entered into a definitive agreement to sell its Jaguar and
Land Rover operations to Tata Motors for US$2.3 billion.  At
closing, Ford will then contribute up to US$600 million to the
Jaguar and Land Rover pension plans.

The sale is the culmination of Ford's decision last August to
explore strategic options for the Jaguar Land Rover business, as
the company accelerates its focus on its core Ford brand and
"One Ford" global transformation.  It also allows Jaguar Land
Rover to focus on delivering what is best for its business.  

As part of the overall sale agreement between Ford and Tata
Motors, Ford will continue to supply Jaguar Land Rover with
engines, stampings and technology, including a range of
environmental technologies.

Ford Motor Company wishes the Jaguar Land Rover management team,
its employees and the new owners every success for the future.

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

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Standard & Poor's Ratings Services revised its
outlook on Ford Motor Co. and related entities, including Ford
Motor Credit Co. and FCE Bank PLC, to negative from stable.  At
the same time, S&P affirmed the 'B' long-term and 'B-3' short-
term ratings on Ford and Ford Credit, and the 'B+/B-3' ratings
on FCE.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Moody's Investors Service affirmed the ratings of
Ford Motor Company following the company's announcement that
declining demand in the US market and the ongoing shift in
consumer preference away from trucks and SUVs will result in an
operating loss during 2009, and require further restructuring
initiatives.

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

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


KAVUE SA: Proofs of Claim Verification Deadline Is July 23
----------------------------------------------------------
The court-appointed trustee for Kavue S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
July 23, 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 Kavue 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 Kavue's accounting
and banking records will be submitted in court.

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


MONROE 3495: Proofs of Claim Verification Deadline Is Aug. 8
------------------------------------------------------------
Angel Vello Vazquez, the court-appointed trustee for Monroe 3495
SRL's bankruptcy proceeding, will be verifying creditors'
proofs of claim until Aug. 8, 2008.

Ms. Vazquez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 17 in Buenos Aires, with the assistance of Clerk
No. 33, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Monroe 3495 and its
creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Monroe 3495's
accounting and banking records will be submitted in court.

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

Ms. Vazquez is also in charge of administering Monroe 3495's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

           Monroe 3495 SRL
           Monroe 3495
           Buenos Aires, Argentina

The trustee can be reached at:

           Angel Vello Vazquez
           Parana 275
           Buenos Aires, Argentina


OBRA SOCIAL: Files for Reorganization in Buenos Aires Court
-----------------------------------------------------------
Obra Social del Personal Jerarquico de la Republica Argentina
para el Personal Jerarquico de la Industria Grafica y el
Personal Jerarquico del Agua y la Energia (Osjera) has requested
for reorganization approval after failing to pay its
liabilities.

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

The case is pending in the National Commercial Court of First
Instance in Buenos Aires No. 2.  Clerk No. 4 assists the court
in this case.

The debtor can be reached at:

              Obra Social del Personal Jerarquico de la
              Republica Argentina para el Personal
              Jerarquico de la Industria Grafica y el Personal
              Jerarquico del Agua y la Energia (Osjera)  
              Moreno 1140
              Buenos Aires, Argentina


SOL Y VALLES: Trustee to File Individual Reports on June 16
-----------------------------------------------------------
The court-appointed trustee for Sol y Valles S.A.'s
reorganization proceeding will present the validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on June 16, 2008.

The trustee will be verifying creditors' proofs of
claim until May 5, 2008.  The trustee will submit to court a
general report containing an audit of Sol y Valles' accounting
and banking records on Aug. 13, 2008.

The debtor can be reached at:

         Sol y Valles S.A.
         Sarmiento 544, San Fernando Del Valle de Catamarca
         Catamarca, Argentina


TENNECO INC: Closes US$10MM Buyout of Delphi's Kettering Plant
--------------------------------------------------------------
Tenneco Inc. has finalized a purchase agreement with Delphi
Automotive Systems LLC to acquire certain ride control assets
and inventory at Delphi's Kettering, Ohio facility.  The closing
was effective May 30, 2008.

Tenneco has agreed to pay approximately US$10 million for
existing ride control components inventory and approximately
US$9 million for certain machinery and equipment.  The company
will also lease a portion of the Kettering facility from Delphi.  
As part of the deal, Tenneco has also acquired valuable excess
manufacturing assets, which it intends to use to continue
growing its OE ride control business globally.

Tenneco has entered into a long-term supply agreement with
General Motors Corporation to continue supplying passenger car
shock and strut business to General Motors from the Kettering
facility.

"Tenneco's acquisition of these assets, and a committed book of
business from GM, gives us an opportunity to further diversify
our ride control business in North America with more passenger
car business as well as strengthen our ride control
manufacturing capabilities in other key markets," Neal Yanos,
senior vice president and general manager, North America
Original Equipment Ride Control, Tenneco, said.  

"The purchase is also a win for the Kettering community and
employees since jobs will be maintained that otherwise would be
lost," Mr. Yanos continued.  "We're moving ahead with a strong
local management team in place with the goal of growing the
plant's book of business."

Tenneco will employ approximately 400 hourly and salaried
employees at the Kettering plant.  In connection with the
purchase agreement, Tenneco has entered into a five-year
agreement with the International Union of Electrical Workers,
which will represent the hourly workforce at the facility.  The
agreement was ratified by the IUE's rank and file in August
2007.

                     About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is the single supplier of           
vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than
75 million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

                          About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany.  The company has
approximately 19,000 employees worldwide.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Standard & Poor's Ratings Services affirmed its
'BB-' corporate credit rating and certain other ratings on
Tenneco Inc. and removed them from CreditWatch with negative
implications, where they were placed on March 17, 2008, as a
result of the American Axle & Manufacturing Holdings Inc.
(BB/Watch Neg/--) strike.  S&P said the outlook is stable.


TYSON FOODS: Withdraws Antibiotic-Free Label on Chicken Products
----------------------------------------------------------------
Tyson Foods, Inc., due to uncertainty and controversy over
product labeling regulations and advertising claims, has
notified the USDA it is voluntarily withdrawing its qualified
Raised Without Antibiotics chicken label.  In addition, company
officials have asked the USDA to consider initiating a public
process to bring more clarity and consistency to labeling and
advertising rules involving antibiotic-related product claims
and all raising claims in general.

"We still support the idea of marketing chicken raised without
antibiotics because we know it's what most consumers want," said
Dave Hogberg, senior vice president of Consumer Products for
Tyson Foods.  "However, in order to preserve the integrity of
our label and our reputation as a premier company in the food
industry, we believe there needs to be more specific labeling
and advertising protocols developed to ensure the rules are
clear and application of the rules is equitable."

                           Background

In May 2007, the USDA approved Tyson's Raised Without Antibiotic
chicken label application, which noted Tyson's chicken feed
ingredients include commonly-used antimicrobials known as
ionophores.  However, by fall, USDA officials reversed their
position, saying they made a mistake, since some organizations
have narrowly classified ionophores as antibiotics, though they
are not used in human medicine.  In December 2007, the USDA
approved a new label and subsequently issued industry guidelines
for the claim "Chicken Raised Without Antibiotics That Impact
Antibiotic Resistance in Humans."  Tyson then moved forward with
a change to this "qualified" claim on its packaging and in
advertising.

The initial label, the revised or "qualified" label, as well as
all supporting advertising and marketing materials have become
the subject of a lawsuit by two competitors, a petition to USDA
by three competitors, and a purported class action lawsuit
allegedly on behalf of consumers.

                           Transition

The transition away from Tyson's qualified Raised Without
Antibiotics product label to a new label with no antibiotic
claim will be implemented.  The company has already begun
designing and ordering new labeling and packaging materials and
will start using them as soon as they arrive.  Packages with the
new labels, which will not make any reference to antibiotics,
should start arriving at stores within the next six weeks.  Some
products with the original and qualified labels will continue to
be in the marketplace for several months, since they are in
frozen inventory and have not yet been placed in a retail meat
case.

Assuming the USDA will conduct public hearings or establish some
type of rulemaking process, Tyson and other poultry companies
would make future antibiotic claims only when consistent with
the new rules or protocols adopted by the USDA, if any.

Tyson's voluntary withdrawal of the qualified Raised Without
Antibiotics chicken label is not expected to result in any major
changes in the way Tyson protects the health of its birds.  The
company does not use antibiotics for the purpose of growth
promotion.  On those rare occasions when antibiotics are used to
treat illness, it is on a prescription basis only to protect
bird health and administered under the direction of a
veterinarian and according to FDA guidelines.

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 A R B A D O S
===============

HILTON HOTELS: Ross Klein and Amar Lalvani Hired as New Execs
-------------------------------------------------------------
Hilton Hotels Corporation said that Ross Klein and Amar Lalvani
will join the company as Global Head of Luxury & Lifestyle
Brands and Global Head of Luxury & Lifestyle Brand Development,
respectively.  

The company believes the new hires will help advance its
strategic goal of further developing its presence in the luxury
and lifestyle sectors.  Both executives join Hilton from
Starwood Hotels and Resorts Worldwide, where Mr. Klein was
President of the Luxury Brand Group and Mr. Lalvani was SVP
Development, Luxury Brands Group and Global Head of W
Development.  While at Starwood, Mr. Klein was also the concept
and creative lead which introduced aloft, a division of W
hotels, into the international marketplace to great success,
while Mr. Lalvani spearheaded the expansion of the W Hotels
brand in several new markets globally.  At Hilton, Mr. Klein
will oversee the company's global luxury and lifestyle brand
portfolio, including Waldorf=Astoria, the Waldorf=Astoria
Collection and Conrad, and will spearhead the company's entry
into the lifestyle segment.  Mr. Lalvani will lead the global
development of Hilton's luxury and lifestyle segments.

The company also announced the promotion of two senior Hilton
executives, Phil Cordell and William Fortier.  Mr. Cordell, a
nine-year veteran with Hilton and currently SVP Brand Management
- Hampton, will assume additional responsibilities in the newly
created position of Global Head of Focused Service Brands.  In
addition to continuing to lead the Hampton brand, Mr. Cordell
will oversee the global focused service brand portfolio,
including Homewood Suites and Hilton Garden Inn.  Mr. Fortier,
currently SVP Franchise Development, Americas, will assume the
role of SVP Development, Americas, with responsibility for
developing both the managed and franchised businesses in the
region.

Christopher J. Nassetta, Hilton's President and Chief Executive
Officer, commented: "As the new Hilton senior team comes
together, I am delighted that we have been able to attract best-
in-class talent from outside the company, and promote incredibly
talented individuals from within.  One of Hilton's key
priorities is to strengthen our presence in the luxury and
lifestyle sector.  Ross is known in our industry for his
creative vision and Amar is similarly respected for his
international expertise in the luxury space.  I believe that
their experience will be invaluable as we work to fulfill our
growth ambitions."

Steven Goldman, President, Global Development and Real Estate
added: "Expanding the Hilton global platform is a major
strategic imperative for Hilton and today's announcement
represents a significant step toward achieving that goal.  In
particular, Bill's intimate knowledge and experience of the
North American market, combined with Amar's global luxury brand
expertise, will be a powerful combination in maintaining the
company's momentum in the United States and accelerating our
growth around the world."

Separately, Hilton announced the appointment of Richard M. Lucas
as EVP and General Counsel, and Kevin J. Jacobs as SVP Corporate
Strategy.  Mr. Lucas comes to Hilton from Arnold & Porter LLP,
where he was a partner in the real estate and bankruptcy
practice groups.  At Hilton, he will lead a team of 100
employees, who provide global legal support to the Development
and Real Estate Team, the Operations Team, and the Brands Team,
as well as providing company-wide legal support.  Mr. Jacobs
will lead the corporate strategy efforts and help manage the
ongoing reorganization of the global business.  He joins the
company from Fairmont Raffles Hotels International, where he was
SVP Mergers & Acquisitions and Treasurer, and led the company's
corporate strategic and business planning efforts.

                        About Ross Klein

Ross Klein joins Hilton from Starwood Hotels and Resorts
Worldwide where he served as President of Starwood's Luxury
Brands Group responsible for 69 Luxury Collection properties, 21
W Hotels and 14 St. Regis hotels, spanning more than 25
countries and six continents.  Mr. Klein joined Starwood in
March of 2003, as Chief Marketing Officer for W Hotels where he
brought his visionary retail and marketing expertise to the W
brand.  He previously served as SVP, Corporate Marketing for
Ralph Lauren and the Polo Jeans Company.  In this capacity, he
was responsible for all aspects of marketing for Polo Jeans
Company, Ralph by Ralph Lauren and Lauren by Ralph Lauren,
including the development of strategic marketing plans and
creative communication programs for all three lifestyle brands.  
Mr. Klein holds a B.S. in Advertising & Marketing from the
University of Florida.

                        About Amar Lalvani

Amar Lalvani joins Hilton from Starwood Hotels and Resorts
Worldwide where he was Senior Vice President responsible for the
development of Starwood's Luxury Brands, which include W Hotels
Worldwide, St. Regis Hotels & Resorts and The Luxury Collection.  
Mr. Lalvani also served as Global Head of W Development, leading
the expansion of W Hotels worldwide, including successfully
launching W Hotels in the Europe, Africa & Middle East regions.  
Prior to Starwood, Mr. Lalvani worked as an Associate in The
Blackstone Group's Mergers & Acquisitions practice.  He has also
held positions at Starwood Capital Group LLC and Jefferies &
Company.  Mr. Lalvani holds a B.S. in Economics with a
Concentration in Finance from the University of Pennsylvania's
Wharton School and earned his M.B.A. degree from Harvard
Business School.

                       About Richard Lucas

Prior to joining Hilton earlier this month, Richard Lucas was a
partner in the law firm of Arnold & Porter LLP in Washington,
DC, where he had worked for 18 years.  His practice was focused
on real estate transactions and litigation, primarily in the
hospitality and senior living areas.  For the past three years,
Mr. Lucas has been an Adjunct Faculty member at The George
Washington University Law School, where he taught a course on
real estate transactions.  Last year, he was named one of the
top real estate litigators in Washington, DC by The Washington
Business Journal.  Mr. Lucas received his B.S. in Business
Administration from Georgetown University's McDonough School of
Business, and received his J.D. from Yale Law School.

                       About Kevin Jacobs

Kevin Jacobs joins Hilton from Fairmont Raffles Hotels
International where he was Senior Vice President, Mergers &
Acquisitions and Treasurer.  In that capacity, he was
responsible for sourcing, evaluating and executing on potential
mergers, acquisitions or other strategic corporate transactions,
and leading the company's corporate strategic and business
planning efforts.  As Treasurer, he oversaw the company's
corporate finance, capital markets, and treasury and cash
management activities globally.  Prior to joining Fairmont
Raffles, Mr. Jacobs spent seven years with Host Hotels &
Resorts, Inc., most recently as Vice President, Corporate
Finance & Investor Relations, in which capacity he led the
company's strategic planning and investor relations functions.  
Prior to joining Host, Mr. Jacobs held various roles in the
Hospitality Consulting practice of PricewaterhouseCoopers LLP.  
Mr. Jacobs is a graduate of the Cornell University School of
Hotel Administration.

                        About Phil Cordell

Phil Cordell is a veteran of the hospitality industry with a
career spanning 25 years.  Mr. Cordell held various positions
with Promus Hotel Corporation, both at the hotel and brand
levels, with a variety of brands within the Promus portfolio.  
Mr. Cordell assumes his new role as Global Head of Focused
Service Brands / SVP Brand Management - Hampton after serving
for nine years as SVP for Hampton Hotels, following the Hilton
acquisition of Promus in late 1999.  During that time, he was
instrumental in helping grow the brand to its current portfolio
of more than 1600 hotels, partially the result of overseeing the
Make it Hampton initiative in the mid 2000s, the single largest
brand revitalization in the hotel industry.

                      About William Fortier

William Fortier has been an integral part of Hilton Hotels
Corporation since joining the company in 1996.  He has been
instrumental in overseeing a franchise development team that has
contributed significantly to the current Hilton development
pipeline of more than 1,000 hotels and 139,000 rooms, among the
highest in the industry.  He most recently served as SVP-
Franchise Development, a position he held from 2001, and first
joined Hilton as VP Franchise Development, where he worked with
owners to develop Hilton and Hilton Garden Inn franchised hotels
in the Western Region.  Prior to Hilton, Mr. Fortier spent 10
years at Marriott International where he was Vice President of
Development.  Fortier earned a Bachelor of Science degree in
Hotel/Restaurant Management from the University of Houston's
Conrad N. Hilton College of Hotel and Restaurant Management.

                       About Hilton Hotels

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,        
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Costa Rica, Finland,
India, Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Moody's Investors Service downgraded Hilton
Corporation's  Corporate Family Rating and senior unsecured
ratings to B3 and  Caa1, respectively.



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

INTELSAT LTD: Jeffrey Freimark Quits as CEO Effective June 5
------------------------------------------------------------
Intelsat Ltd. has accepted the resignation of its Chief
Financial Officer, Jeffrey Freimark, to be effective June 5,
2008.  Mr. Freimark is leaving to pursue other opportunities.  
Intelsat's Chief Executive Officer, David McGlade, has been
appointed Acting Chief Financial Officer, and will continue to
serve as CEO.  An external search for a permanent CFO has
commenced.

Mr. McGlade stated, "Jeff's oversight of the PanAmSat
acquisition financing and his involvement in the integration
process, together with his focus on assuring our compliance with
the Sarbanes-Oxley Act, were important factors in our corporate
success over the past few years. We thank him for his
contributions to Intelsat, and we wish him the best in his
future endeavors. Our business is performing well.  Last month,
Intelsat reported a strong quarter with record revenues and
successfully launched the Galaxy 18 satellite. We remain focused
on executing our proven business plan."

                        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.


SECURITY CAPITAL: Taps Elizabeth Keys as Chief Financial Officer
----------------------------------------------------------------
Security Capital Assurance appointed Elizabeth A. Keys as chief
financial officer and senior vice president effective June 1,
2008.  

Ms. Keys will succeed David P. Shea who will depart from the
company to pursue other opportunities.  Mr. Shea will serve as
an advisor to the company until June 15, 2008, to help with the
transition of responsibilities.

"On behalf of all of us at SCA, I want to thank [Mr. Shea] for
his many contributions to the company since 2003," Security
Capital's president and chief executive officer, Paul S.
Giordano said.  "In particular, [Mr. Shea] was instrumental in
helping the company execute its initial public offering in 2006.  
We wish him all the best in his future endeavors."

As chief financial officer, Ms. Keys will be responsible for
managing the finance function, overseeing and directing
financial accounting, short-term business planning, budgeting
and long-range forecasting, and directing the treasury and
investments operation.  She will report directly to Mr. Giordano
and serve on the company's executive management committee.

Capital management activities, rating agency relationships and
corporate strategy initiatives will continue to be managed by
executive vice president and head of corporate strategy, Claude
LeBlanc.

"As a senior member of SCA's finance team, [Ms. Keys] has played
an integral role in the development of our financial
capabilities, including business planning, forecasting, expense
control and management of other financial metrics," Mr. Giordano
added.  "I look forward to collaborating with [Ms. Keys] on ways
to address the challenges facing the company."

Since August 2006, Ms. Keys has served as Security Capital's
managing director, head of financial planning and analysis.  In
this role, she established and led the financial planning and
analysis function of the company and its subsidiaries.  

Prior to her recent role, Ms. Keys served as the chief financial
officer of Security Capital's subsidiary, XL Capital Assurance
Inc.  In that position, she was responsible for all aspects of
XL Capital's financial activities, including financial
accounting and reporting and strategic and business planning.

Before joining XL Capital in 2005, Ms. Keys served as controller
for GMAC Commercial Finance, a subsidiary of General Motors
Acceptance Corp, where she was responsible for the division's
quarterly reporting, balance sheet management, development and
monitoring of corporate accounting policies and Sarbanes-Oxley
compliance.  

Prior to her role as GMAC Commercial Finance's controller,
Ms. Keys held numerous positions of increasing responsibility in
General Motors Corporation's finance department from 1997 to
2004.  

Prior to joining General Motors, Ms. Keys spent six years as an
auditor at Deloitte and Touche LLP's Singapore and Detroit
offices where she was responsible for coordinating and executing
audits and due diligence procedures for large multinational
corporations.

Ms. Keys received her B.S. in Accounting from Boston College's
Wallace E. Carroll School of Management and her M.B.A., under a
Fellowship, from the Alfred P. Sloan School of Management at
M.I.T.

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd.
(NYSE: SCA) -- http://www.scafg.com-- is a holding company   
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.  For
the three months ended March 31, 2008, Security Capital reported
a net loss available to common shareholders of US$97 million.

                         *     *      *

As reported in the Troubled Company Reporter-Latin America on
May 13, 2008, Moody's Investors Service has continued to review
the ratings of Security Capital Assurance Ltd and its
subsidiaries, including the A3 insurance financial strength
ratings of XL Capital Assurance Inc. and XL Financial Assurance
Ltd., for possible downgrade following the release of Secutiry
Capital's first quarter 2008 earnings when the company recorded
a net loss of US$97 million.

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


SECURITY CAPITAL: Comments on XL Capital-Jefferson County Deal
--------------------------------------------------------------
Security Capital Assurance Ltd. commented on the current
financial crisis in Jefferson County, Alabama.  Security
Capital's primary financial guarantee insurance subsidiary, XL
Capital Assurance Inc. expects that as part of an agreement
entered into with the county, it will make a US$10.6 million
claim payment pursuant to the terms of the insurance policies it
provides for the benefit of the holders of Jefferson County's
sewer warrants.  The claim payment is expected to be made on
June 3, 2008.

"XL Capital Assurance is committed to honoring the terms of the
financial guarantee it provides to Jefferson County's
bondholders," Security Capital Executive Vice President and XL
Capital President, Edward Hubbard said.  "The payment we are
making supports the county's efforts to resolve its current
circumstances."

XL Capital Assurance Inc. insures payment of scheduled debt
service on the Jefferson County's sewer warrants that are backed
by a pledge of all the county's net sewer revenues.  The county
is required under the covenants of the indenture governing the
warrants to set sewer rates at a level sufficient to generate
net sewer revenues that will allow it to meet all of the
county's sewer debts.  The county is required to reimburse XL
Capital in full for any payments made under the policies.  
However, in conjunction with the payment, Jefferson county, its
bank creditors, and XL Capital entered into an agreement whereby
the company will refrain from exercising its rights to receive
reimbursement from the county for the payment until July 31,
2008.  

Pursuant to the agreement, the county is expected to continue to
make good faith efforts to resolve its current debt crisis, and
XL Capital's agreement to refrain from exercising its rights is
subject to, among other things, the demonstration of good faith
negotiations by the county in this regard.

"We understand that the county is pursuing constructive
solutions to its debt situation and, while there can be no
guarantee that the county will be able to reach a successful
resolution of the current situation, we look forward to seeing
additional progress made over the next 60 days," Mr. Hubbard
commented.

As of June 2, 2008, the company's exposure to Jefferson County
was US$810 million, net of reinsurance.  XL Capital has not
established any loss reserves at this time in connection with
the county.

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd.
(NYSE: SCA) -- http://www.scafg.com-- is a holding company   
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.  For
the three months ended March 31, 2008, Security Capital reported
a net loss available to common shareholders of US$97 million.

                         *     *      *

As reported in the Troubled Company Reporter-Latin America on
May 13, 2008, Moody's Investors Service has continued to review
the ratings of Security Capital Assurance Ltd and its
subsidiaries, including the A3 insurance financial strength
ratings of XL Capital Assurance Inc. and XL Financial Assurance
Ltd., for possible downgrade following the release of Secutiry
Capital's first quarter 2008 earnings when the company recorded
a net loss of US$97 million.

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


TYCO INTERNATIONAL: Exchange Offer & Consents Expired Yesterday
---------------------------------------------------------------
Tyco International Ltd.'s previously reported consent
solicitation and exchange offer of each series of notes issued
under the company's 1998 and 2003 indentures has expired as of
5:00 p.m. New York time, on June 2, 2008.  The company accepted
all consents and notes validly tendered and not validly
withdrawn in the consent solicitations and exchange offer.

As a result of having previously received the requisite
consents, and based on the waiver of any alleged defaults or
events of default that may have arisen prior to April 11, 2008,
the company has taken the necessary steps to dismiss the
proceeding entitled The Bank of New York vs. Tyco International
Group SA pending in the United States District Court for the
Southern District of New York.  On April 30, 2008, the court
entered an order dismissing that action with prejudice.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
-- http://www.tyco.com/-- provides security, fire protection    
and detection, valves and controls, and other industrial
products and services to customers in four business segments:
Electronics, Fire & Security, Healthcare, and Engineered
Products & Services.  With 2007 revenue of US$18 billion, Tyco
employs approximately 118,000 people worldwide.  In Latin
America, Tyco has presence in Argentina, Brazil, Chile, Costa
Rica, Ecuador, Honduras, and the Bahamas.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a
distribution to Tyco shareholders.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
in its annual report for the year ended Sept. 28, 2007, Tyco
said that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.  The notice claims that
the actions taken by the company in connection with its
separation into three public entities constitute events of
default under certain indentures.



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

ARANTES ALIMENTOS: Fitch Rates Unit's Proposed US$200MM Notes B
---------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Arantes
International Ltd.'s proposed issue of up to US$200 million
senior unsecured notes.  Arantes International is a special-
purpose vehicle wholly-owned and unconditionally guaranteed by
Arantes Alimentos Ltda.  Arantes Alimentos' foreign and local
currency Issuer Default Ratings are 'B' and the company's
national scale rating is 'BBB(bra)'.  The rating outlook is
stable.  Proceeds from the issuance will be used for the
repayment of certain short and long-term debt, as well as for
capital expenditures and general corporate purposes.

The ratings reflect Arantes Alimentos' low cost structure,
diversified export revenue base, growth strategy and leveraged
balance sheet.  The company's business position is underscored
by Brazil's vast competitive advantages in cattle grazing and
beef production, including cattle-raising costs that are the
lowest worldwide due to favorable geographic and weather
conditions, the availability and low cost of grazing land, and
low cattle-feeding costs.  Other inputs, such as energy and
labor, are also abundant and attractively priced.

The company's business is exposed to the volatile beef and
cattle markets, which has an effect on its raw material cost
structure and end-product prices.  Volatility is primarily
driven by supply-and-demand imbalances, which are a result of
factors such as sanitary disease, adverse weather conditions,
unfavorable global economic conditions, changes in beef
consumption habits, government-imposed sanitary and trade
restrictions, and competitive pressures from other Brazilian or
international beef producers and exporters.  Some of these risks
are partially mitigated by Arantes Alimentos' geographically
diversified operational plants, a balanced export revenue base
through global distribution, customer diversification and
increasing product diversification with the recent acquisition
of Frigo Eder, a well known specialty meats brand.

The company has aggressively grown since returning to the beef
processing business in 2005, through acquisitions of new plants
and modernization of existing plants.  The company's strategy is
focused on achieving steady and sustained growth while
maintaining the efficiency of its operations and building on its
competitive strengths in order to increase its profitability and
its market share in the Brazilian and international markets.  
Near-term growth is based on already acquired capacity while
long-term strategy is expected to be achieved through a
combination of organic growth, acquisitions, and by purchasing
or leasing additional facilities.

The ratings incorporate Arantes Alimentos' leveraged capital
structure and ongoing financing needs to fund working capital
and capacity additions.  Credit protection measures for the last
twelve months ending March 2008 experienced some modest
improvement compared to year end 2007 as EBITDA growth offset an
increase in debt to fund higher Capex and working capital
requirements.  At March 31, 2008, the company had a ratio of
adjusted debt to EBITDA of 5.3 times and adjusted net debt to
EBITDA of 4.2, not including leased properties as all leased
property titles, except for one, are being transferred from the
Arantes family to Arantes Alimentos Ltda; a purchase agreement
option exists for the other, Vale do Tocantins.  During the same
period interest expense coverage was 1.8 EBITDA.  Credit-
protection measures will likely remain under pressure in the
very near term before reaching more comfortable levels despite
very large expected revenue and EBITDA growth in the next few
years,

Headquartered in Sao Jose do Rio Preto, Brazil, Arantes
Alimentos Ltda. -- http://www.arantesalimentos.com.br/--  
started operations in February 2005 and is owned 50/50 by the
brothers Aderbal Luiz Arantes Junior and Danilo de Amo Arantes.  
The company has an aggregate daily slaughtering capacity of
approximately 5,500 head of cattle at the seven slaughterhouses
it operates in the Brazilian States of Mato Grosso, Goias and
Maranhao.  The company exports its products to more than 140
customers located in over 35 countries.


BANCO NACIONAL: OKs BRL369M Loan for Energy Cogeneration Project
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA's
management approved a BRL369 million credit for Cosan S/A
Bioenergia.  The company will implement three energy
cogeneration plants, which will process sugarcane waste, with an
installed capacity of 200 MW.  BNDES will finance around 85% of
total investments, which will generate 430 job opportunities
during the works.

The new plants will be located nearby the sugar cane plants
Costa Pinto, Rafard and Bonfim, respectively, in the state of
São Paulo, to which the group Cosan will place priority.  
Projects will cover the construction of transmission lines will
cost BRL428.5 million.

Most part of the energy to be generated, 455.5 thousand MWh per
crop, has been sold in auctions of energy yet to be generated,
held by Agencia Nacional de Energia Eletrica (Brazilian Electric
Power Agency - Aneel).  Energy supply is expected to start in
2009.  The remaining portion will be used in the power plants.  
These three projects are expected to be completed within 24
months.

The projects supported by BNDES will deliver greater efficiency
to the power plants, as the sugar cane waste will be better used
for the generation of steam and energy.  Additionally, energy
produced from renewable sources will be supplied in greater
amounts, which enable the generation of carbon credits.  The
group will sign a 15-year agreement with utility companies for
the marketing of the energy produced.

The main Investments refer to the installation of highly
efficient boilers, overhaul of turbines, replacement of turbine
generators and purchase of equipment to reduce exhaust steam
consumption.  Energy export will also require investments for
the implementation of a substation, besides a 2 km long

Costa Pinto – The Power Plant Costa Pinto, in Piracicaba, will
receive a BRL134,4 million financial support from BNDES, 76,2%
of the total investment of BRL180.3 million.  With the
implementation of the cogeneration unit, the plant will have an
installed power of 75 MW.  This will allow generating 230
thousand MWh per crop, 50 thousand MWh of which will be used in
the plant itself and 180 thousand MWh will be sold.  The plant
currently has an installed power of 9,2 MW, which is used for
the operation of the plant.

Rafard – For the thermal electric plant Rafard, in Rafard, BNDES
approved a BRL87.9 million financing, 82.1% of the total cost.  
The project will allow an installed power of 50 MW (which is
currently 10,2 MW), generating up to 160 MWh per crop, 35
thousand MWh of which will be used for the operation of the
plant and 129 thousand MWh will be sold.

Bonfim – The plant located in Guariba will have an installed
power of 75 MW.  BNDES will finance 90% (BRL143.7 million) of
total investments.  The thermal electric plant will be capable
of generating 250 thousand MWh per crop, 60 thousand MWh of
which will be used in the operation of the plant and 190
thousand MWh will be sold.

Cosan S/A Bioenergia, whole-owned subsidiary of Cosan, was
specifically setup to market surplus electric power, generated
from sugarcane waste, produced in the power plants of the group.  
The company participated in the first auction of energy yet to
be generated, held in December 2005, signing regulated energy
trade agreements.  Under these agreements, energy is expected to
be supplied by May 2009.

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 NACIONAL: Equipment Disbursements Up 53% to BRL18.5 Bil.
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
disclosed the disbursements for financing of machinery and
equipment for the twelve months ended April 2008.  Increased
credits for the Finame facility, a program that supports the
trade of capital goods manufactured in Brazil, reached 53% in
that period, corresponding to BRL18.5 billion.

By analyzing the annual result of the demand for capital goods,
one of the main relevant aspects observed is that loans are
granted to different industries. Disbursements in the period
have grown to most industry sectors.  That is, investments are
spreading out through the economy, as opposed to the trend
observed in the 12 previous months.

From May 2006 through April 2007, Finame's disbursements, which
amounted to BRL12 billion, are smaller than the annual results
ended as of April 2008 and were focused on a specific sector,
the land transport.  At that time, the segment accounted for 53%
of total disbursements of Finame.

The increased demand of other areas, according to the
superintendent of the Indirect Operations Areas, Claudio
Bernardo Guimaraes de Moraes, was enhanced in the last quarter
of last year.  "The growth spreading out through the economy
could be clearly seen", Mr. Moraes stated.

According to Mr. Moraes, this process was caused by a boom in
the domestic market, which triggered investments in sectors
originally focused on the domestic demand.

He gives the textile industry as an example. In the last 12
months, approvals for the sector -– in all BNDES programs --
increased 182% as compared to the previous period.  In Finame,
specifically, disbursements for the sector increased by 75%.  
"As the population's income increases, more consumer goods are
required", Mr. Moraes said.

Also in Finame, disbursements for the mechanical segment
increased 104.3% in the 12 months ended as of April in the same
basis of comparison.  These data are relevant because it shows
that the industry of capital goods is investing to meet the
demands of several economic segments.

Sector performance - BNDES disbursements for the industry have
grown 8% in the last 12 months ended in April, amounting to
BRL31.8 billion.  Performance of approvals was even better in
the same period, 10% higher as compared to the previous months,
amounting to BRL48 billion.  The textile and the food and
beverages industry were the highlights in loans disbursed and
loans approved.  The textile industry reached 185% in
disbursements and 182% in approvals, the food industry achieved
72% and beverages, 115%.

The infrastructure segment kept a fast pace in the last months.
Disbursements, of BRL30.2 billion, grew 77% and approvals, of
BRL46.5 billion grew 69%.

Global performance - BNDES performance keeps in breaking
records.  BNDES disbursements reached R$ 76.3 billion between
May 2007 and April 2008, representing a 35% increase as compared
to the previous period.  Approvals amounted to BRL109.7 billion
(a 29% increase), eligibilities reached BRL130.8 billion (a 29%
increase) and inquiries totaled BRL148.8 billion up to April,
with a 27% as compared to the previous period.

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 NACIONAL: Okays US$150.3MM Loan for Corumba III Project
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
authorized a US$150.3 million loan to Geracao CIII SA for the
Corumba III hydropower project, International Water Power and
Dam Construction reports.

According to the International Water Power, the loan accounts
for two-thirds of the total budget for the project.  

International Water Power relates that Corumba III is being
constructed on the Corumba river in Luiziania, Goias, which is
expected to start commercial operation at year-end.  It will
have an installed capacity from two units of 93.6 megawatts.  
The assured power is to average 50.9 megawatts.  Power from the
plant was agreed in 2002 to cost BRL95.69 per megawatt-hour.

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 PINE: S&P Puts BB- Rating on US$100 Million 2-Year Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB-'
foreign currency long-term debt rating to Banco Pine S.A.'s
upcoming US$100 million unsecured, unsubordinated, two-year
medium-term notes, issued through its principal office in Brazil
or through a designated branch or subsidiary.  S&P's long-term
foreign-currency counterparty credit rating on the bank is 'BB-
/Stable/B'.
     
The ratings on Banco Pine incorporate its relatively small size
in an increasingly competitive environment for banks in the
small and midsize company segment and in payroll discount
lending.  The ratings also reflect the bank's challenge to
maintain a stable and diversified funding base.  These risks are
partially offset by the bank's well-defined strategy as a niche
player, adequate credit risk management that translates into
good asset quality indicators, good profitability level, and
adequate cost structure.
     
The bank's credit operations remain concentrated in middle-
market and payroll discount lending.  S&P believes the bank has
the necessary knowledge, agility, and flexibility to face fierce
competition in the market and maintain its asset quality ratios
and profitability level.  The increase of middle-market loans
seen in Banco Pine's loan portfolio in the past 12 months (66%
of total portfolio in March 2008 compared to 59% in March 2007)
in comparison to payroll discount lending shows the bank's
stronger origination capacity in its core business.

In addition, S&P believes the growth is backed by adequate
management of credit risk and collaterals.  The rating agency
expects secured loans to midsize companies to continue growing
faster than the payroll discount lending, which should account
for roughly 30% of Banco Pine's total loan portfolio in the
quarters ahead.  S&P understands that such a portfolio breakdown
provides a good diversification level and contributes to
sustaining its margins and profitability.  The bank's adjusted
ROA of 2.2% is adequate to its business profile and comparable
to that of other banks in its peer group.

Headquartered in Sao Paulo, Banco Pine SA was established in
1997 by the brothers Nelson and Noberto Pinheiro after the sale
in 1996 of their participation in another family institution.  A
comprehensive corporate and operational restructuring was
implemented and in the first half of 2005 Noberto Pinheiro
became the bank's majority shareholder.  In April 2007, Banco
Pine went public by placing non-voting preferred shares at the
Bovespa Level 1 on the New Brazilian Stock Market.  These shares
enjoy a tag-along privilege, giving minority shareholders 100%
of the value of the block of controlling shares in the event of
the sale of the institution.


BEAR STEARNS: Turns Over Trading Documents to Aid SEC Inquiry
-------------------------------------------------------------
Bear Stearns Companies Inc. intends to cooperate with the probe
instigated by the U.S. Securities and Exchange Commission since
March 2008 regarding its merger with JPMorgan Chase & Co., Kate
Kelly of The Wall Street Journal reports citing people familiar
with the matter.  WSJ relates that Bear Stearns provided SEC
with trading records with financial firms weeks before its
fallout.  Trading documents will help SEC in making sure there
wasn't improper or unusual trading activity that contributed to
Bear Stearns' collapse.

The TCR reported on March 17, 2008, that Bear Stearns agreed to
be bought by JPMorgan Chase for US$2 per share, representing a
97.5% discount to Bear Stearns book value of US$80.0 that the
firm has reported.  The Boards of Directors of both companies
have unanimously approved the transaction.  The transaction will
be a stock-for-stock exchange.  On March 25, JPMorgan increased
the bid from US$2 per share to US$10 per share.

WSJ discloses that more than any other firms, Goldman Sachs
Group Inc., Citadel Investment Group and Paulson & Co., had high
trading activity with Bear Stearns as trading partner, selling
credit-default swaps in a frenzy.  However, WSJ suggests that
these actions don't indicate any improper activity.  Although,
Goldman unloaded swaps with Bear Stearns, it simultaneously
raised trading exposure to Bear Stearns on certain transactions
as they cut their risk on others, WSJ recounts.  

Manipulation, WSJ relates, will be difficult to establish since
the trades industry is complicated and investors were already
anxious over Bear Stearns' liquidity.

SEC, Bear Stearns, Goldman, Citadel and Paulson didn't comment
on the matter.

Bear Stearns stockholders approved the investment bank's merger
with JPMorgan Chase 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 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 demise.

                      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.


BEAR STEARNS: Fitch Lifts Ratings After Merger with JPMorgan
------------------------------------------------------------
JPMorgan Chase & Co. completed it acquisition of The Bear
Stearns Companies, Inc. on May 30, 2008.  As a result, Fitch
Ratings upgraded the ratings of BSC and removed them from Rating
Watch Positive, where they were originally placed on March 17.

As the direct and sole owner of BSC, JPM has assumed the capital
structure of BSC.  It is the opinion of Fitch that JPM will
accord BSC the same managerial and financial resources that are
available to its other wholly-owned subsidiaries.  As such, the
ratings of BSC have been aligned with those of JPM and its
subsidiaries.

Following the announcement of the proposed merger, Fitch
upgraded the Issuer Default Ratings for BSC and its
subsidiaries, and placed BSC's IDRs and debt ratings on Rating
Watch Positive.  These upgrades acknowledged JPMC's guarantee of
all trading obligations and counterparty transactions of BSC and
its subsidiaries, and JPM's assumption of operational oversight,
both effective immediately.

Under the Guaranty Agreement, the Guaranty Period ends 120 days
after the merger has been consummated.  Upon termination, the
Guaranty ends for new liabilities, but remains in effect for
obligations guaranteed during the Guaranty Period.  The Guaranty
did not cover BSC's bond debt and capital securities.  However,
these instruments are now components of JPM's capital structure.  
It has not been determined, which of these securities, if any,
will be replaced with obligations under JPM's name.

Fitch has upgraded these ratings and removed them from Rating
Watch Positive:

The Bear Stearns Companies Inc:
-- Long-term IDR to 'AA-' from 'A-';
-- Short-term IDR to 'F1+' from 'F2';
-- Short-term debt to 'F1+' from 'F3';
-- Senior debt to 'AA-' from 'BBB';
-- Subordinated debt to 'A+' from 'BBB-' ;
-- Preferred stock to 'A+' from 'BB+';
-- Individual to 'B' from 'F'.

Bear Stearns Securities Corp.:
-- Long-term IDR to 'AA-' from 'A-';
-- Short-term IDR to 'F1+' from 'F2'.

Custodial Trust Company:
-- Long-term IDR to 'AA-' from 'A';
-- Long-term deposits to 'AA' from 'BBB+';
-- Short-term IDR to 'F1+' from 'F2';
-- Short-term deposits to 'F1+' from 'F2';
-- Senior debt to 'AA-' from 'BBB';
-- Individual to 'B' from 'C';
-- Support to '1' from '2'.

Bear Stearns Capital Trust III:
-- Trust preferred stock to 'A+' from 'BB+'.

Fitch has also withdrawn this rating:

The Bear Stearns Companies Inc:
-- Support '1'.

The Rating Outlook is Stable for all ratings.

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.


BEAR STEARNS: Moody's Rtg. Review Sustains Despite JPMorgan Deal
----------------------------------------------------------------
Moody's Investors Service said on May 30 that it is continuing
its review for possible upgrade on the debt and issuer ratings
of The Bear Stearns Companies Inc. and subsidiaries.  BSC's
senior debt is rated Baa1.  Its subordinated debt and preferred
stock are rated Baa2 and Ba1, respectively.  Moody's said that
the review continues despite the fact that BSC will be acquired
by JPMorgan Chase & Co. on that day.  Moody's hasn't taken a
rating action as at June 2.

Moody's initially believed Bear Stearns Companies Inc. would be
merged into JPMorgan Chase & Co.  However, this is not occurring
at the outset.  Decisions regarding the legal structure continue
to evolve.  During the review Moody's will seek greater clarity
on the interim and ultimate legal structure and evaluate the
implications for the support of BSC creditors.

Moody's noted that JPM's operating guarantee on BSC's
subsidiaries will remain in place for 120 days after it
purchases BSC.

JPMorgan Chase & Co. is headquartered in New York, NY.  Its
reported assets at March 31, 2008 were US$1.6 trillion.

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.


DELPHI CORP: Will Borrow US$254MM From Lender Group on June 9
-------------------------------------------------------------
According to The Detroit News, Delphi Corp. and its debtor-
affiliates expect to borrow an additional US$254,000,000 on
June 9 from a group of lenders through a package administered by
JPMorgan Chase & Co.

As widely reported, the Hon. Robert Drain of the U.S. Bankruptcy
Court for the Southern District of New York has approved the
Debtors' request to amend its US$4,100,000,000 DIP financing by:

  (i) increasing the amount of availability under the Tranche A
      revolving credit facility to US$1,100,000,000 and
      decreasing the amount of the Tranche B term loan to
      US$500,000,000; and

(ii) increasing the principal amount of the Tranche C Loan by
      approximately US$254,000,000.

As the syndication effort proceeded, investor interest in
participating in the Debtors' DIP Facility proved to be
significantly stronger than previously expected, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, tells the Court.  The Debtors anticipate
the shift between the Tranche A and Tranche B borrowings will
save several hundred thousand dollars in interest expense per
month.  Increase in the Tranche C Loan will provide Delphi an
additional US$100,000,000 revolving line of credit.

Delphi previously expected that:

  (i) Tranche A would consist of a first priority revolving
      credit facility of up to US$1,000,000,000,

(ii) Tranche B would consist of a first priority term loan of
      up to US$600,000,000 and

(iii) Tranche C would consist of a second priority term loan of
      approximately US$2,500,000,000.

Citicorp is the lead syndicating agent of the US$4,350,000,000
package, with Bank of America, GE Capital Corp., JP Morgan,
Deutsche Bank Securities taking roles in arranging the
financing.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is the single supplier of           
vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
     
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have
affected relative recovery prospects among the various term
loans.  S&P's expected ratings are:

-- The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

-- The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

-- The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%-30%) recovery in the event of
    payment default.

In January 2008, Moody's Investors Service assigned ratings to
Delphi Corporation for the company's financing for emergence
from Chapter 11 bankruptcy protection as: Corporate Family
Rating of (P)B2; US$3.7 billion of first lien term loans,
(P)Ba3; and US$0.825 billion of 2nd lien term debt, (P)B3.  In
addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  Moody's said the
outlook is stable.


DELPHI CORP: Sells Power Products Biz Assets for US$7.8 Million
---------------------------------------------------------------
The Business Journal of Milwaukee reports that Strattec Security
Corp., along with Witte Automotive and Vehicle Access Systems
Technology LLC, agreed to acquire certain assets and assume
certain employee liabilities of Delphi Corp.'s Power Products
business for US$7,800,000.

CNN discloses that under the deal, Strattec will acquire the
North American portion of Delphi's Power Products business,
while Witte will buy the European portion.  Vehicle Access, a
joint venture between Strattec, Witte, and ADAC Automotive, will
be buying the Asian portion of the business.

The assets to be acquired consist mostly of equipment and
inventory.  Moreover, Delphi's operations in Oak Creek will not
be included in the acquisitions, BizTimes Daily reports.

The Business Journal of Milwaukee notes that the deal is subject
to terms under Delphi's bankruptcy court proceedings.  Moreover,
Strattec expects to complete the acquisition before the end of
the year.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is the single supplier of           
vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
     
S&P has revised its expected issue-level ratings because changes
to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

-- The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

-- The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

-- The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%-30%) recovery in the event of
    payment default.

In January 2008, Moody's Investors Service assigned ratings to
Delphi Corporation for the company's financing for emergence
from Chapter 11 bankruptcy protection as: Corporate Family
Rating of (P)B2; US$3.7 billion of first lien term loans,
(P)Ba3; and US$0.825 billion of 2nd lien term debt, (P)B3.  In
addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  Moody's said the
outlook is stable.


DELPHI CORP: Closes US$10 Mln Sale of Kettering Plant to Tenneco
----------------------------------------------------------------
Delphi Automotive Systems LLC has completed the sale of certain
ride control assets and inventory at Delphi's Kettering, Ohio
facility to Tenneco Inc.  Tenneco has agreed to pay
approximately US$10 million for existing ride control components
inventory and approximately US$9 million for certain machinery
and equipment.  

Tenneco will also lease a portion of the Kettering facility from
Delphi.  As part of the deal, Tenneco has also acquired valuable
excess manufacturing assets, which it intends to use to continue
growing its OE ride control business globally.

Tenneco has entered into a long-term supply agreement with
General Motors Corporation to continue supplying passenger car
shock and strut business to General Motors from the Kettering
facility.

"Tenneco's acquisition of these assets, and a committed book of
business from GM, gives us an opportunity to further diversify
our ride control business in North America with more passenger
car business as well as strengthen our ride control
manufacturing capabilities in other key markets," Neal Yanos,
senior vice president and general manager, North America
Original Equipment Ride Control, Tenneco, said.  

"The purchase is also a win for the Kettering community and
employees since jobs will be maintained that otherwise would be
lost," Mr. Yanos continued.  "We're moving ahead with a strong
local management team in place with the goal of growing the
plant's book of business."

Tenneco will employ approximately 400 hourly and salaried
employees at the Kettering plant.  In connection with the
purchase agreement, Tenneco has entered into a five-year
agreement with the International Union of Electrical Workers,
which will represent the hourly workforce at the facility.  The
agreement was ratified by the IUE's rank and file in August
2007.

                          About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 19,000 employees worldwide.

                        About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is the single supplier of           
vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
     
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have
affected relative recovery prospects among the various term
loans.  S&P's expected ratings are:

-- The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

-- The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

-- The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%-30%) recovery in the event of
    payment default.

In January 2008, Moody's Investors Service assigned ratings to
Delphi Corporation for the company's financing for emergence
from Chapter 11 bankruptcy protection as: Corporate Family
Rating of (P)B2; US$3.7 billion of first lien term loans,
(P)Ba3; and US$0.825 billion of 2nd lien term debt, (P)B3.  In
addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  Moody's said the
outlook is stable.


SADIA SA: Names Members to Executive Board
------------------------------------------
Sadia S.A.'s board of directors, at a meeting on May 28, elected
members to the company's executive board.  The elected officers
are:

   * Chief Executive Officer: Gilberto Tomazoni;

   * Finance Director: Adriano Lima Ferreira;

   * International Sales Director: Alexandre de Campos;

   * Institutional Relations and Legal Director: Alfredo Felipe
     da Luz Sobrinho;

   * Agricultural Operations Director: Amaury Magalhaes Maciel
     Filho;

   * Information Technology and Shared Services Director:
     Andelaney Carvalho dos Santos;

   * Technology and Production Director: Antonio Paulo
     Lazzaretti;

   * Marketing Director: Eduardo Bernstein;

   * Human Resources and Management Director: Eduardo Nunes de
     Noronha;

   * Sustainability Director: Ernest Sicoli Petty;

   * CIEX Industrial Director: Flavio Luis Favero;

   * International Sales Director: Gilberto Meirelles Xando
     Baptista;

   * International Operations Director: Guillermo Henderson      
     Larrobla;

   * Industrial Technology Director: Helio Rubens Mendes dos
     Santos Junior;

   * Russia Operations Director: Hugo Frederico Gauer;  

   * International Sales Director: Jean Alphonse Karr;

   * International Relations Director: Jose Augusto Lima de Sa;

   * Competitive Strategy Director: Jun Celso Eguti;

   * Bovine Activity Director: Licinio Antonio Huffenbaecher
     Junior;  

   * National Sales Director: Nelson Ricardo Teixeira;

   * CIEX Agricultural Director: Osorio Dal Bello;

   * Logistics Director: Paulo Francisco Alexandre Striker;

   * Quality Control Director:  Ralf Piper;

   * Grain Purchasing Director Ricardo Fernando Thomas      
     Fernandes;

   * Supply Director: Ricardo Lobato Faucon;

   * International Sales Director: Roberto Banfi;

   * Industrial Operations Director: Ronaldo Kobarg Muller;

   * Commercial Director - Brazil: Sergio Carvalho Mandin
     Fonseca;

   * Planning and Integrated Operations Director: Valmor
     Savoldi; and

   * Control, Administration, Information Technology and  
     Investor Relations Director: Welson Teixeira Junior.

The officers are elected for a term of office up to the
installation of the new officers to be elected by the 2009
Ordinary General Shareholders' Meeting.

                        *     *     *

Headquartered in Sao Paulo, Brazil, Sadia S.A. --
http://www.sadia.com-- operates in the agro industrial and food    
processing sectors in Brazil and primarily produces a range of
processed products, poultry, and pork.  The company distributes
around 1,000 different products through distribution and sales
centers located in Brazil, China, Japan, and Italy, among
others.

                        *     *     *

As reported by the Troubled Company Reporter-Latin America on
Feb. 26, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Sadia S.A.  The
outlook is stable.


TAM SA: Aviation Agency Authorizes Lima Daily Flight Operation
--------------------------------------------------------------
TAM S.A. has received authorization from the National Civil
Aviation Agency to begin regular daily operations to Lima, Peru.
Frequencies should be implemented by the second half of this
year, operating from the Guarulhos International Airport in Sao
Paulo to the Jorge Chavez International Airport, in the Peruvian
capital.  Flights to this new destination will be in the modern
Airbus A320 airplanes, with Economy and Executive classes.

Lima will be the fifth regular destination operated by TAM in
South America.  The company has daily flights to Buenos Aires
(Argentina), Santiago (Chile), Caracas (Venezuela) and
Montevideo (Uruguay).  TAM Airlines, a Grupo TAM company with
offices in Asuncion (Paraguay), also flies to Santa Cruz de la
Sierra (Bolivia), Ciudad del Este (Paraguay), Punta del Este
(Uruguay) and Cordoba (Argentina).

"Lima will complement our network of air services in South
America, which allows passengers to connect to various locations
on the  continent as well as to the United States and Europe,"
Vice-President of Planning and Alliances, Paulo Castello Branco
said.  According to data from the Ministry of Development,
Industry and Trade, commercial relations between Brazil and Peru
were responsible for US$653 million in trade last year.

The implementation of one more destination in the southern
hemisphere is part of the search for excellence in service, one
of the three working pillars at TAM, together with technical-
operational and managerial excellence.  Since the end of 2007,
TAM has led in operations and passenger transportation in the
southern hemisphere, according to a study by the consulting firm
Bain & Company, which notes an average of 21,800 operations per
month and 2.251 million passengers transported per month.

                          About TAM

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

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 27, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based airline
TAM S.A.  S&P said the outlook is stable.

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


UAL CORP: Glenn Tilton Not Fit as Chairman, Teamsters Says
----------------------------------------------------------
The Teamsters Union asked fellow UAL Corp. shareholders to
withhold their votes from Glenn Tilton as board chairman and
from five members of the committee that sets executive
compensation.

In a letter to shareholders, Teamsters General Secretary-
Treasurer C. Thomas Keegel said Mr. Tilton has pursued a "cut
and run" business plan for United.  UAL Corp. is the parent of
United Airlines.

Mr. Tilton's plan to liquidate strategic assets and to pursue a
merger at any cost has eroded shareholder value and jeopardized
the company's long-term growth, Mr. Keegel wrote.

"We believe an independent chairman is required to provide the
unfettered management oversight investors demand," Mr. Keegel
wrote.  "In our view, the board's failure to act as an effective
check on Tilton's business strategy demonstrates the need for
stronger independent board leadership."

The Teamsters are also asking shareholders to withhold votes
from director nominees W. James Farrell, Richard J. Almeida,
James J. O'Connor, David J. Vitale and John H. Walker.  They
serve on the board's Human Resources Subcommittee, the group
that sets pay for UAL's top executives.

"Since emerging from bankruptcy in 2006, the Board has failed to
effectively manage the company's executive compensation
program," Keegel wrote.  [Mr.] Tilton was awarded
US$39.7 million in total compensation after UAL Corp. emerged
from bankruptcy protection in 2006.

The Teamsters view United's maintenance division as one of the
airline's few sources of profitability.  Mr. Tilton's proposal
to sell the maintenance division is potentially dangerous and
disruptive.

The International Brotherhood of Teamsters represents mechanics
and related personnel at United Airlines.

United's annual shareholder meeting will be held June 12.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                      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, Issue No. 158; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                       *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.



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

ALTERNATIVE ASSET: Claims Filing Deadline Is Until June 9
---------------------------------------------------------
Alternative Asset Strategies LDC's creditors have until June 9,
2008, to prove their claims to Averell H. Mortimer , 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.

Alternative Asset's shareholders decided on April 30, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Averell H. Mortimer
               Arden Asset Management Inc.
               375 Park Avenue, 32nd Floor,
               New York, New York, USA 10152

Contact for inquiries:

               Angus Davison
               c/o Ogier, Queensgate House
               South Church Street, P.O. Box 1234
               Grand Cayman, Cayman Islands
               Telephone: (345) 949 9876
               Fax: (345) 949 1986


AL DANA 2: Deadline for Proofs of Claim Filing Is June 9
--------------------------------------------------------
Al Dana 2 Ltd.'s creditors have until June 9, 2008, to prove
their claims to Sylvia Lewis and Isabel Mason, 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.

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

The liquidators can be reached at:

               Sylvia Lewis and Isabel Mason
               P.O. Box 1109, Grand Cayman,
               Cayman Islands
               Telephone: 345 949-7755
               Fax: 345 949-7634


AL DANA 2: Will Hold Final Shareholders Meeting on June 9
---------------------------------------------------------
Al Dana 2 Ltd. will hold its final shareholders meeting on
June 9, 2008, at the offices of HSBC Bank (Cayman) Limited,
P.O. Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

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

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

The liquidators can be reached at:

               Sylvia Lewis and Isabel Mason
               P.O. Box 1109, Grand Cayman,
               Cayman Islands
               Telephone: 345 949-7755
               Fax: 345 949-7634


BGI SHORT: Deadline for Proofs of Claim Filing Is June 7
--------------------------------------------------------
The BGI Short Horizon Fund Ltd.'s creditors have until June 7,
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.

BGI Short's shareholder decided on May 6, 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


BOMBAY CO: Files Disclosure Statement and Joint Chapter 11 Plan
---------------------------------------------------------------
The Bombay Company Inc. and its debtor-affiliates, together with
the Official Committee of Unsecured Creditors, as co-proponent,
delivered to the United States Bankruptcy Court for the Northern
District of Texas a Joint Chapter 11 Plan of Reorganization and
a Disclosure Statement explaining that plan on May 29, 2008.

The Court will convene a hearing on July 2, 2008, at 10:30 a.m.,
to consider the adequacy of the Debtors' Disclosure Statement.

The Debtors asked permission from the Court on Sept. 20, 2007,
to borrow, on a final basis, up to US$115 million in
postpetition financing to fund their postpetition operations and
liquidation from GE Corporate Lending and GE Canada Finance
Holding Company.  On Oct. 18, 2007, the Court approved the
Debtors' DIP request.

The Bombay Furniture Company of Canada Inc. - La Compagnie de
Mobilier Bombay Du Canada Inc., sough protection from its
creditors from the Ontario Superior Court of Justice on
Sept. 20, 2007.

On Sept. 20, 2007, the Debtors asked the Court to approve a
proposed bidding procedures for the sale of substantially all
assets, free and clear of all liens and interests, subject to
better and higher offers.  The Debtors accepted a bid by a joint
venture comprised of Gordon Brothers Retail Partners LLC and
Hilco Merchant Resources of 109.5% of actual cost value of the
U.S. inventory.  The Debtor also shared with Gordon Brothers in
proceeds of the inventory liquidation after it recovered its
investment plus an agreed return.

On Oct. 11, 2007, the Debtors began negotiation with a  Canadian
bidder -- Benix & Co. and affiliates of Hilco Consumer Capital
-- for the sale of their Canadian operations.  The bidder
offered to pay 110% of the cost value of the Canadian inventory
and proposed to assume all of the obligations of the Debtors'
Canadian assets.  The sale of the Debtors' Canadian assets was
approved by the Canadian Bankruptcy Court on Oct. 23, 2007.

The Court approved on Oct. 26, 2007, a supplemental bidding
procedures for the sale of lease designation rights and the
Debtors' corporate headquarters.  On Nov. 8, 2007, the Court
authorized the Debtors to sell their headquarters to Goff
Capital Inc. for US$16,350,000.  The Debtors realized at least
US$1.8 million in the disposition of lease designation rights.

The Court approved on Jan. 23, 2008, the sale of the Debtors'
intellectual property to Bombay Brands LLC for US$2,000,000.  
The Debtors retained a 25% ownership in Bombay Brands.

                     Overview of the Plan

Under the Plan, the liquidation trustee will issue a share of
common stock for The Bombay Company Inc. and become the sole
shareholders, officer and director of The Bombay Company Inc.
replacing its existing shareholders and company officers.  All
other shares of any class of stock of each of the Debtors will
be canceled on the Plan's effective date.

A liquidation trust will be created for the benefit of all
creditors of the estates holding allowed claims.

According to the Plan, the Debtors are expected to transfer any
of their assets including (i) cash and accounts, (ii) litigation
causes of action, (iii) ownership interest in Bombay Brands LLC,
(iv) all other property interests, rights, claims, defenses and
causes of action with respect to any and all non-debtor
intercompany claims or the Debtors.

                Treatment of Claims and Interests

    Class            Type of Claims             Treatment
    -----            --------------             ---------
    unclassified     administrative claims  

    unclassified     priority tax claims

    1                priority-non-tax claims    unimpaired

    2                secured claims             unimpaired

    3                general unsecured claims   impaired

    4                subordinated claims        impaired

    5                intercompany claims        impaired

    6                interests                  impaired

Classes 1, 2, 4, 5 and 6 are not entitled to vote on the
proponents Chapter 11 Plan.

Each holder in Class 1 will be paid 100% of the unpaid amount of
allowed claim in cash after the distribution date.  Holders may
receive other less favorable treatment as may be agreed upon by
the claimant and the liquidation trustee.

At the liquidation trustee's option, holders of Class 2 Secured
Claims are entitled to get, either:

  a) 100% of the net proceeds from the sale of relevant
     collateral, up to the unpaid allowed amount of the claims;

  b) the return of the relevant collateral; or

  c) an alternative treatment as leaves unaltered the legal,
     equitable and contractual rights of the holder of the
     allowed claim.

Holders of Class 3 General Unsecured Creditors are expected to
receive between 18.5% and 31.5% of the allowed amount of their
claims, plus their pro rata share of any value realized from the
interest in Bombay Brands and litigation causes of action, if
any.

Holders of classes 4, 5 and 6 will not receive any distribution
from the Debtors.

A full-text copy of the Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?2d1d

A full-text copy of the Joint Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?2d1e

                      About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/--  
designs, sources and markets a unique line of home accessories,
wall decor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.

The company and five of its debtor-affiliates filed for Chapter
11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian
T. Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone,
LLP, represent the Debtors.  The U.S. Trustee for Region 6
appointed seven creditors to serve on an Official Committee of
Unsecured Creditor.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured
Creditors.  As of May 5, 2007, the Debtors listed total assets
of US$239,400,000 and total debts of US$173,400,000.


FUTURE PLAZA: Proofs of Claim Filing Deadline Is June 9
-------------------------------------------------------
Future Plaza Holdings' creditors have until June 9, 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.

Future Plaza's shareholder decided on May 8, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Telephone: (345) 914-6314


G-SQUARE GLOBAL: Sets Final Shareholders Meeting on June 6
----------------------------------------------------------
G-Square Global Asset Class Strategy Fund (Offshore) Ltd. will
hold its final shareholders meeting on June 6, 2008, at
3:00 p.m., at the offices of dms Corporate Services Ltd, dms
House, 20 Genesis Close, George Town, Grand Cayman.

These matters will be taken up during the meeting:

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

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

The liquidator can be reached at:

               dms Corporate Services Ltd.
               dms House, 2nd Floor 20 Genesis Close,
               P.O. Box 1344, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Neil S. Ross
               Telephone: (345) 946 7665
               Fax: (345) 946 7666


PARMALAT SPA: Allocated Shares Hikes Stock Capital
--------------------------------------------------
Parmalat S.p.A. communicates that, following the allocation of
shares to creditors of the Parmalat Group, the subscribed and
fully paid up share capital has been increased by
EUR1,596 to EUR1,667,498,324 from EUR1,667,496,728.

The share capital increase is due to the assignation of 1,596
shares.

The latest status of the share allotment is 30,005,670 shares
representing approximately 1.9% of the share capital are still
in a deposit account c/o Parmalat S.p.A., of which:

    * 13,222,215 or 0.8% of the share capital, registered in the
      name of individually identified commercial creditors, are
      still deposited in the intermediary account of Parmalat
      S.p.A. centrally managed by Monte Titoli (compared with
      13,369,205 shares as at March 28, 2008);

    * 16,783,455 or 1.0% of the share capital registered in the
      name of the Foundation, called Fondazione Creditori
      Parmalat, of which:

      -- 120,000 shares representing the initial share capital
         of Parmalat S.p.A. (unchanged);

      -- 16,663,455 or 0,99% of the share capital that pertain
         to currently undisclosed creditors (compared with
         18,974,981 shares as at March 28, 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.


VALAIS RE: A.M. Best Puts BB/B Rating to US$104MM Variable Notes
----------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of 'bb' to the US$64
million Series 2008-1 Class A principal at-risk variable rate
notes and 'b' to the US$40 million Series 2008-1 Class C
principal at-risk variable rate notes both due June 6, 2011,
issued by Valais Re Ltd.  The outlook for both ratings is
stable.

The notes are the first series to be issued under the issuer's
principal-at-risk variable rate note program , and in the
future, additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is
for the issuance of the notes and the service and performance of
various agreements entered into between the issuer and other
parties.  The agreements include the retrocession agreement
between the issuer and two entities of Flagstone Reinsurance
Holdings Limited: Flagstone Reinsurance Limited and Flagstone
Reassurance Suisse SA; the swap agreement between the issuer and
BNP Paribas; and other related agreements and activities.

Under the retrocession agreement, the issuer will provide
Flagstone Re with up to US$64 million protection against North
American hurricanes, North American earthquakes, Japanese
earthquakes, Japanese typhoons, European windstorms and other
worldwide natural catastrophe perils on an aggregate indemnity
basis, and up to US$40 million protection to cover the same
perils excluding other worldwide peril loss events on a per
occurrence indemnity basis over a three-year period.  

This will cover losses from Flagstone Re's classes of business
(i.e., property catastrophe, traditional property, marine and
aviation, workers' compensation catastrophe excess, personal
accident and health catastrophe excess and agriculture/multiple
peril crop insurance) that are exposed to covered events in the
covered areas.  In exchange for receiving the multi-year
reinsurance coverage, Flagstone Re will make periodic premium
payments to the issuer.

Proceeds from the issuance of the notes will be deposited into a
collateral account and will be available to pay amounts owed by
the issuer to Flagstone Re under the retrocession agreement.  
The payments include loss payments required to be made by the
issuer under the retrocession agreement, amounts owed to the
swap counterparty, and payments in respect of the notes issued
under an indenture between the issuer and The Bank of New York,
the indenture trustee.  All funds in the collateral account will
be invested as per the investment guidelines set in the
indenture, which governs the selection of the directed
investments to be acquired.  The notes are with limited recourse
to certain assets of the issuer and are without recourse to
Flagstone Re or any of its affiliates.

The reinsurance attachment point, exhaustion point and
retrocession percentage for each class of notes will be
recalculated periodically during the annual risk period and
after any loss event where the applicable estimated ultimate net
loss is equal to or greater than 90% of the attachment point.

The assigned rating represents A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The rating of the notes takes into
consideration a multitude of factors including the annualized
modeled attachment probabilities of 1% and 4.50% as provided by
Flagstone Re for the Class A and Class C notes respectively,
limited review by Risk Management Solutions, Inc. of Flagstone
Re's modeling procedures and a review of the structure and the
transaction's legal documentation.

In addition, the rating considers an assessment of (1) Flagstone
Re's ability under the retrocession agreement to make periodic
payments (reinsurance premium, swap spread and expense
reimbursements) to the issuer, and (2) the swap counterparty's
ability to meet its obligations under the swap agreement.

Valais Re Ltd. is a newly-created, Cayman Islands-exempted
special purpose company licensed as a Class B insurer in the
Cayman Islands.



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

AES GENER: Nueva Renca Plant Restarts After Explosion
-----------------------------------------------------
Business News Americas relates that AES Gener SA's Nueva Renca
plant has restarted normal operations after an explosion.

Nueva Renca Thermoelectric Generation Center told El Mercurio
Online that a safety valve within the boiler room at the plant
exploded due to excessive amounts of pressure.  According to the
plant's operations chief, the system "is currently dealing a
situation of surplus energy, contrary to what had been observed
two weeks ago."

El Mercurio relates that the plant was forced to shut down to
replace the valve.  No serious damage or injuries were reported.  

The explosion wouldn't affect the Nueva Renca plant's 370-
megawatt energy supply, which accounts for nearly 5% of the
energy sent to the Central Interconnected System, El Mercurio
notes.

AES Gener SA is the second-largest electricity generation group
in Chile in terms of generating capacity (20% market share) with
an installed capacity of 2,428 megawatts. Gener serves both the
Central Interconnected System or SIC and the Northern
Interconnected System or SING through various subsidiaries and
related companies, including affiliate Guacolda and the
TermoAndes subsidiary. TermoAndes has a generation capacity of
642.8 megawatts, which while located in Argentina serves Chile's
SING via InterAndes transmission line. Gener also participates
in electricity generation in Colombia through Chivor
hydroelectric plant of 1,000 megawatts, and a 25% participation
in Itabo's facilities in the Dominican Republic (432.5
megawatts). Gener is 91.2% owned by AES (IDR rated 'B+' by
Fitch).


                        *     *     *

To date, AES Gener carries Moody's Investors Service's Ba2 long-
term foreign bank deposit rating with a stable outlook. The firm
also carries Standard & Poor's Ratings Services' BB+ long-term
foreign issuer credit rating with a positive outlook.



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

BANCOLOMBIA SA: Court of Appeals Rules Against Banco de Colombia
----------------------------------------------------------------
In a decision dated June 2, 2008, the U.S. Court of Appeals for
the Second Circuit confirmed the decision of Feb. 28, 2008, by
the U.S. Court for the Southern District of New York, which
dismissed the complaint of the sellers of the former Banco de
Colombia against Bancolombia SA, its president Jorge Londono
Saldarriaga, and some directors of Bancolombia at the time of
the merger and acquisition.

As previously disclosed by Bancolombia, the Court dismissed
Banco de Colombia's complaint based on the principle of res
judicata and held that the award of the Colombian arbitral
tribunal, dated May 16, 2006, decided the same claims filed
before the Court.  Banco de Colombia appealed this decision
arguing that the Tribunal had not decided the claims related
with the violation of the United States securities regulations.

The Court of Appeals held that the Tribunal had decided the
merits of all claims, and confirmed particularly, that the
Tribunal rejected the main three allegations of the complaint
filed before the Court.  The Tribunal found that:

   (i) Bancolombia had not manipulated the price of ADRs on the
       New York Stock Exchange;

  (ii) the failure to raise US$150 million was neither a breach
       of an express contractual obligation nor fraudulent or
       willful misconduct; and

(iii) neither Bancolombia nor the remaining defendants engaged
       in transactions or conduct in violation of Colombian law
       and sound banking practices.

The decision by the Court of Appeals was adopted unanimously by
the Hon. Jose A. Cabranes, Hon. Richard C. Wesley and Hon. J.
Clifford Wallace, who affirmed that any deficiency in the
Tribunal's explanations of Banco de Colombia's U.S. law claims
was the result of the its tactical choices before the Tribunal,
not a lack of capability or willingness by the Tribunal to
determine the claims.

Bancolombia S.A. is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and US$1.4
billion in shareholders' equity as of Sept. 30, 2006.  
Bancolombia is the only Colombian company with an ADR level III
program in the New York Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Moody's Investors Service changed the outlook to
positive from stable on its Ba3 long-term foreign currency
deposit ratings and Ba1 long-term foreign currency subordinated
bond rating for Bancolombia, S.A.



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

EMPRESA DISTRIBUIDORA: Mayor Threatens to Freeze Firm's Accounts
----------------------------------------------------------------
Dominican Today reports that Santo Domingo East's Mayor Juan
delos Santos has threatened to freeze La Empresa Distribuidora
de Electricidad del Este's accounts.

According to Dominican Today, La Empresa owes the Santo Domingo
East municipality some DOP250 million or 3% from the electric
bills established by law.  Mayor delos Santos hired the law firm  
Jottin Cury & Asociados to file the lien against Empresa
Distribuidora accounts.  The mayor said that La Empresa didn't
get into a dialogue with the municipality to settle the debt.

Empresa Distribuidora signed a unilateral accord with former
Santo Domingo East mayor Domingo Batista, Dominican Today says,
citing Mayor delos Santos.  The company had pledged to pay
DOP250,000 per month of the DOP8 million month per month payment
that the law establishes.  The firm has never paid that amount
since December 2006.

Mayor delos Santos commented to Dominican Today, "Making sincere
efforts to reach an agreement between the parts, we designated a
negotiating commission of three city council officials, a
technical adviser in the matter and a law firm to reach an
agreement and correct the errors, weaknesses and violations
contained in the illegal contract."  

Based in Santo Domingo, Dominican Republic, Empresa
Distribuidora de Electricidad del Este, S.A., owns and operates
an electricity distribution system.  Empresa Distribuidora de
Electricidad del Este, S.A. is a former subsidiary of AES Corp.



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

CENTRAL AMERICAN: Moody's Reviews B1 Ratings For Likely Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed The Central American
Bottling Corporation's B1 corporate family and senior unsecured
notes ratings on review for possible upgrade.  The review for
upgrade was primarily prompted by the company's solid earnings
and cash flow generation over the past year and a half and
improved credit metrics.

The review will focus on:

   i) the company's plans to refinance the upcoming maturity of
      its US$50 million 9% senior unsecured notes due 2009;

  ii) the company's ability to sustain solid operating
      performance and cash generation in the more challenging
      economic environment expected for the year ahead; and

iii) the extent to which acquisitions are likely to impact the
      company's near to medium term financial and business
      profiles as it continues to participate in the
      consolidation of the region's beverage industry.

The company's B1 ratings are supported by its valuable beverage
franchises and its role as PepsiCo's (Aa2, stable) anchor
bottler in Central America, leading market positions in its
franchise territories and solid scores on brand diversity and
product innovation because of its access to PepsiCo's broad
product portfolio.  The ratings also incorporate the company's
proven execution capabilities, successful efforts of improving
efficiency and its solid credit metrics for the rating category.

These positives are partly offset by the company's limited
operating scale vis-a-vis other rated bottlers within and
outside Latin America, its relatively narrow geographic focus
and pronounced emerging markets exposures and currency risk.  
Liquidity is currently modest because of some refinancing risk
related to the upcoming maturity of the 9% senior unsecured
notes.  The company's ratings do not incorporate any expectation
of external support from PepsiCo.

For the 12 months ended March 31, 2008, revenues reached US$456
million, 10% ahead of 2006, driven by solid performance of
carbonated soft drinks and continued growth of non-CSD
categories.  LTM EBITDA was US$58 million, up 11% from 2006,
with EBITDA margin improving 20 basis points to 12.6% because of
an improved product mix and good management of higher raw
material costs.

Credit metrics have improved over the past year and are
currently strong for the B1 rating category.  On an LTM basis,
adjusted Debt/EBITDA and EBITA/Interest were 3.0 times and 2.7
times, respectively, which compares to 3.4 times and 2.1 times
in 2006.  In 2007, the company generated solid cash flow (first
quarter 2008 cash flow not yet reported), with FFO/Net Debt and
RCF/Net Debt of 39% and 35%, respectively, vs. 27% and 22% in
2006.  Free cash flow was US$23 million (after US$15 million in
capex and US$5 million in dividends), well above US$10 million
in 2006.

Headquartered in Guatemala City, Guatemala, The Central American
Bottling Corporation (aka CABCORP) -- http://www.cabcorp.com/--  
is the anchor bottler for PepsiCo in the Central American
countries of Guatemala, its largest market in terms of sales and
earnings, Nicaragua, Honduras and El Salvador.  The company
generates most its volume from carbonated soft drinks (CSD) but
continues to grow its non-CSD categories such as beer, juice,
nectars and isotonic and energy drinks.  For the 12 months ended
March 31, 2008, revenues reached about US$456 million.



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

AMERICAN AIRLINES: Launches Fort US-Jamaica Flight Service
----------------------------------------------------------
The Jamaica Gleaner reports that American Airlines Inc. has
launched a flight service from Fort Lauderdale, Florida, USA, to
Kingston, Jamaica.

American Airlines' Regional Manager Phil Oliveri told The
Jamaica Observer that the service was offered after receiving an
overwhelming request.  The new route presents "potentially
significant benefits" for the airline and for Jamaica's tourism,
Mr. Oliveri explained to The Gleaner.

According to Mr. Oliveri, Florida's Broward county region is a
populous area with Jamaican immigrants.  "It certainly provides
a very convenient lane of traffic for them and gives them a
choice to fly back home to Kingston," Mr. Oliveri added.

The Kingston-Fort Lauderdale route will strengthen Jamaica's
tourism and trade, The Gleaner says, citing Mr. Oliveri.  It
attracts tourists from south Florida, the official added.

American Airlines would serve the new route daily with its 148-
seat Boeing 737-800 plane, The Gleaner states.

Jamaica wasn't among the Caribbean nations to be affected by
American Airlines' changes in Puerto Rico, Mr. Olivieri told The
Observer.  "With American Airlines and American Eagle we have
had some flight reduction there, and so from those points we
will see fewer flights to the Caribbean region but that is not
going to affect (flights out of) Miami.  It has no impact on
Jamaica whatsoever because we have no flights out of San Juan to
here," Mr. Oliveri added.

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

                          *    *    *

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

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


MIRANT CORP: Plan Bars AER-Alliance From Enforcing Rights
---------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Texas denied the request of AER NY-GEN, LLC and Alliance
Energy Renewables, LLC to enforce the rights of AER NY-Gen under
the Confirmation Order and Plan of Reorganization of Mirant
Corp. and its debtor-affiliates; and, sustained the Alliance
Entities' Objection which was filed under seal.

The Court stated that the Membership Interest Purchase and Sale
Agreement does not require Mirant New York to pay the costs of
the Barrett Litigation, including whatever amounts may be
required to obtain public access to the Reservoir via the
Easement or otherwise.

Prior to the ruling, Alliance argued that Mirant New York agreed
in the PSA to ensure that Mirant NY-Gen, LLC's assets were as
free and clear of liens, claims, encumbrances and interests as
they would have been had Alliance acquired the assets through a
sale under Section 363 of the Bankruptcy Code.  Alliance
reasoned out that Mirant New York's obligation under these
provisions ran to ensure that the easement satisfied the
license-related requirements of the Federal Energy Regulatory
Commission.

However, the Court pointed out that Alliance misperceives the
power given a bankruptcy court by Section 363, which is limited
to "cleansing" what a debtor owns from the claims, encumbrances
and charges of third parties that are quantified as claims under
Section 101(5) or 102(2) of the Bankruptcy Code.  Neither
Section 363 nor any other provision of the Bankruptcy Code gives
the Bankruptcy Court the power to enhance or improve whatever
ownership interest was held by the debtor prepetition that
became property of the estate, the Court maintained.

The Court cannot convert rights of Woodstone Lakes Development,
LLC, Woodstone Toronto Development, LLC, and Woodstone Crestwood
Development, LLC, into a claim since they are not creditors,
the Court asserted.

Whatever Woodstone's assertions regarding its rights respecting
the easement do not amount to a "charge against or interest in
property to secure payment of a debt or performance of an
obligation," the Court noted.  Because Woodstone's claims
against NY Gen in a Barrett Litigation do not secure a debt or
an obligation to perform, Woodstone cannot be asserting a lien.

Moreover, Woodstone's claims against Mirant NY-Gen in the
Barrett Litigation assert no right to payment and do not seek
any performance from Mirant NY-Gen, the Court stated.  Thus,
Woodstone is not asserting a "claim" against Mirant NY-Gen in
the Barrett Litigation.

In the Barrett Litigation, Woodstone asserted its ownership
interest as against a claim by Mirant NY-Gen that would limit
that ownership interest, the Court said.  Moreover, Woodstone's
claims do not attach to Mirant NY-Gen's property.  Rather, the
issue posed in the Barrett Litigation is the extent to which
Mirant NY-Gen's rights encumber Woodstone's property.  Clearly,
Woodstone is not asserting an "encumbrance" against Mirant NY-
Gen's property, the Court stated.

Woodstone claims no interest in the Easement, the Court noted.
Rather, the easement is a burden on Woodstone's fee, and
Woodstone seeks in the Barrett Litigation to determine only the
extent of that burden, the Court averred.  It is counter-
intuitive to suggest that authority to sell property free of
interests includes the ability to sell an interest in real
property free of the underlying fee holder's ownership rights,
the Court concluded.

                         About Mirant

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

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

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

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

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

                       *     *     *

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


NATIONAL COMMERCIAL: Court Hears Complaint on Michael Hylton
------------------------------------------------------------
Radio Jamaica reports that the Jamaican Appeal Court has started
hearing Olint Limited's complaint on the National Commercial
Bank Jamaica Ltd.'s hiring Michael Hylton as legal
representative in its legal battle with the firm.

As reported in the Troubled Company Reporter-Lain America on
Feb. 20, 2008, Olint sought to bar Mr. Hylton from representing
National Commercial.  Olint took out an injunction against
National Commercial on Jan. 11, when the bank decided to close
the investment club's accounts for being allegedly an
unregulated company operating in breach of the Securities Act.  
Olint said that Mr. Hylton was a former solicitor general and
chairperson of the Financial Services Commission, which had
issued a cease-and-desist order on Olint in March 2006.

Radio Jamaica relates that Olint's lawyers are appealing Supreme
Court Judge Roy Jones' ruling.  Justice Jones denied Olint's
complaint against the hiring of Mr. Hylton earlier this year.

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

                        *     *     *

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

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



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

BLUE WATER: June 18 Court Date to Confirm Second Amended Plan
-------------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan will hold a hearing on June 18, 2008, to
consider confirmation of the Second Amended Plan of Liquidation
filed by Blue Water Automotive Systems, Inc., and its debtor
affiliates.

Judge McIvor approved the Second Amended Disclosure Statement
explaining the Plan, giving way for the Debtors to start
soliciting acceptances of their Plan.  Ballots are expected to
be submitted by June 10.

The Debtors filed blacklined copies of the Second Amended Plan
of Liquidation and the Disclosure Statement reflecting
immaterial modifications.  The blacklined copies of the Plan and
Disclosure Statement are available for free at:

  * http://bankrupt.com/misc/bluewater_amendedPlan.pdf
  * http://bankrupt.com/misc/bluewater_2ndamendedDiscStat.pdf

The Debtors' Plan contemplates a sale of substantially all of
the Debtors' assets and equity interests, except for a piece of
real property located at Yankee Road, in St. Clair, Michigan, on
or before June 30, 2008.

The Debtors entered into non-resourcing agreements with their
major customers -- General Motors Corporation, Ford Motor
Corporation, and Chrysler LLC, and certain of their affiliates.  
The Participating Customers, however, condition their entry into
the  non-resourcing agreements on the Debtors' satisfaction of
these milestones:

  April 15, 2008 -- Debtors must obtain a letter of intent for
                    a sale

  May 28, 2008   -- Debtors must obtain a definitive purchase
                    sale agreement and file a motion to approve
                    sale

  June 20, 2008  -- Debtors must obtain an order approving the
                    sale

  June 30, 2008  -- Sale closing

                 About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 18, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BLUE WATER: CIT Capital Wants Evidentiary Hearing on Plan
---------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan will convene a hearing on June 3, 2008, to
consider a request by CIT Capital USA, Inc., lender of more than
US$40,000,000 of secured prepetition loans, for a prompt
evidentiary hearing to determine whether the pending plan
process should be permitted to continue as to Blue Water
Properties, LLC.

Judge McIvor, however, clarifies that the June 3 Hearing is not
an evidentiary hearing.

Shalom L. Kohn, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that the Plan proposed on behalf of BW
Properties is "tainted by an irreparable conflict of interest,"
which "caused the interests of BW Properties and its creditors
to be sacrificed for the benefit of Blue Water Automotive
Systems, Inc., and particularly its major customers."  As a
result, everything now being done on behalf of BW Properties is
irretrievably contaminated and should not be the basis for any
judicial action, he tells the Court.

Mr. Kohn adds that the Debtors' Chapter 11 cases does not have
the leisure of deferral of the conflict problem.  "Despite CIT's
objection, the Debtors have engineered a forced march to confirm
a plan, all in an attempt to deprive CIT of its rights under
Section 363(k) of the Bankruptcy Code, rather than follow the
far normal process of a Section 363 sale as potential bidders
doubtless would have preferred," he says.

Mr. Kohn asserts that there is an irreparable conflict of
interest as to the filing of the Plan for BW Properties.  He
points out that:

  (a) There are five separate Debtors in the Chapter 11 cases,
      including BW Properties.  The bankruptcy cases have not
      been substantively consolidated.

  (b) The requirements of the Bankruptcy Code, accordingly, must
      be separately satisfied as to each Debtor.

  (c) Accordingly, the people making the decisions on behalf of
      each estate have a fiduciary duty only to that estate, and
      are required to make decisions for the benefit of the
      creditors of that single estate, and not the benefit of
      any other debtor or its creditors or customers.

  (d) The same people who are making the decisions on behalf of
      BWASI have been making the decisions on behalf of BW
      Properties.  Mr. Kohn notes that Michael Lord is chief
      executive officer of both Debtors.

  (e) If one examines the proposed Plan, it is obvious that the
      Plan was crafted solely for the benefit of BWASI, and not
      for the benefit of the creditors of BW Properties.

Pursuant to a lease agreement dated May 17, 2006, between BW
Properties, as landlord and BWASI, as tenant, of properties
located in Tuscola, Sanilac, and St. Clair Counties, in
Michigan.  Under the Lease, BWASI pays to BW Properties
US$223,173 monthly in arrears as base rent plus additional rent.  
Pursuant to the Plan, BWASI is seeking to sell its inventory,
receivables and equipment and BW Properties is planning to sell
the real estate.

Mr. Kohn asserts that if there have truly been arm's-length
negotiation between BW Properties and BWASI, BW Properties would
have insisted that BWASI assume the Lease, and have the Lease
treated as one of the Assumed Contracts under the sale contract.  
However, he says, the Debtors, after recognizing the conflict of
interest that might arise from amendment or rejection of the
Lease, filed a plan that proposes to have BW Properties abandon
all of its rights under the Lease and agree to sell its real
estate under the Plan without any assurances as to what might be
paid for the property.

CIT asks the Court to conduct an evidentiary hearing into the
facts and circumstances, which resulted in the filing of the
Plan on behalf of BW Properties.  CIT intends to find answers to
these questions:

  1. Who acted on behalf of BW Properties in deciding to join in
     the Plan?

  2. Did any of the people who made the decision on behalf of BW
     Properties also have duties or interests with respect to
     BWASI, which would have made their decisions for BW
     Properties less than truly independent?

  3. Did the decision makers for BW Properties have the benefit
     of advice of independent counsel and who was the counsel?

  4. What negotiations were conducted between BW Properties and
     BWASI with respect to insisting that BWASI assume the Lease
     as written or as to allocation of the purchase price and
     who conducted the negotiations?

  5. What input did BW Properties have into the formulation and
     conduct of the sale process, including the decisions to
     pursue a sale through a plan rather than a Section 363
     sale?

  6. Who are the other purported creditors of BW Properties, and
     is there another conflict of interest in failing to
     recognize them as properly creditors of BWASI, based on the
     undertakings under the Lease?

  7. Why did BW Properties not ally itself with CIT with which
     it shared the common interest of seeking to maximize the
     return on BW Properties' assets, rather than allying
     itself with BWASI, whose interests are in minimizing the
     price paid for BW Properties' assets?

                        Debtors Respond

The Debtors believe that there is no justification for an
expedited hearing prior to the Confirmation Hearing.  

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, points out that the Court has already established the
date for the Confirmation Hearing, which is the only proper time
to revisit identical objections directed at the Plan.  She adds
that CIT cannot and has not demonstrated any conflict that could
arise from the sale of the BW Properties' sole real estate
assets to the same purchaser who is buying the assets of BWASI.

Accordingly, the Debtors maintain that if CIT's objections are
to be heard a second time, it must be in connection with the
confirmation of the plan, as opposed to the vacuum in which CIT
now seeks to have them heard.  The only proper time for the
objections is at the Confirmation Hearing, the Debtors conclude.

                         CIT Talks Back

CIT reiterates that, contrary to the Debtors' statements, its
request to expedite is not an attempt at reconsideration since
the objection related to BW Properties at the Disclosure
Statement hearing were not the subject of a ruling on the merits
so the rules restricting reconsideration do not apply.

The Debtors have presented no argument as to why they will be
prejudiced by an early resolution of the issues raised by CIT,
Mr. Kohn insists.  He avers that the Debtors' resistance to have
CIT's objections decided immediately is but another example of a
strategy "to paint the Court and the parties into a corner, so
that the Court would be forced to approve an improper Plan A
because the Debtors have not allowed enough time to implement a
proper Plan B."

                   About Blue Water Automotive

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

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

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

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 18, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: To Convert Mexico Pick-Up Truck Fab to Fiesta Plant
---------------------------------------------------------------
Ford Motor Co. said it will manufacture the North American
version of its new mini car, Fiesta, in  Cuautitlan plant in
Mexico.

The plant, which currently assembles Ford Motor's pick-up
trucks, will be converted to house the small-car plant.  The re-
tooling of the site reportedly will commence later this year.

The project is the centerpiece of Ford's US$3 billion investment
in Mexico, the biggest investment in the country's automotive
industry, Bernard Simon writes for the Financial Times.

The Fiesta, Mr. Simon relates, is a crucial part of the
automotive firm's recovery plan, seeking to harness its global
resources in a single vehicle that will be sold around the world
with only modest adjustments to meet regional preferences.

The Fiesta is the first of Ford's new global family of small
cars set to debut in Europe and Asia later this year and next
year -- and in North America early in 2010, a Ford media release
noted.

Ford Chief Executive Alan Mulally was quoted as saying that the
company is absolutely committed to leveraging its global assets
to accelerate the shift to more fuel-efficient small cars and
powertrain technologies.

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

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

                          *     *     *


Standard & Poor's Ratings Services, in May 2008, revised its
outlook on Ford Motor Co. and related entities to negative from
stable.  At the same time, S&P affirmed the 'B' long-term and
'B-3' short-term ratings on Ford.  The outlook change reflects
heightened concerns about industry challenges in North America
after Ford revised upward the amount of cash it expects to use
from its global automotive operations over the next two years
and said it no longer expects to return the automotive business
to profitability by 2009.


In February 2008, Fitch Ratings affirmed the Issuer Default
Ratings of Ford Motor at 'B', and maintained the Rating Outlook
at Negative.

Moody's Investors Service, in November 2007, affirmed the long-
term ratings of Ford Motor (B3 Corporate Family Rating, Ba3
senior secured, Caa1 senior unsecured, and B3 probability of
default), but changed the rating outlook to Stable from Negative
and raised the company's Speculative Grade Liquidity rating to
SGL-1 from SGL-3.


QUEBECOR WORLD: Court Approves Lease Agreement With Headlands
-------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into a lease agreement with Headlands Realty Corp.

As reported in the Troubled Company Reporter on May 29, 2008
The Debtors, through the operations of Debtor Quebecor World
Logistics Inc., provide freight and logistics services to their
customers.  QW Logistics is currently in the process of
relocating a consolidation facility in New Jersey.

Michael J. Canning., Esq., at Arnold & Porter LLP, in New York,
told the U.S. Bankruptcy Court for the Southern District of New
York that as response to the increased demand for co-mailing
services, the Debtors must be able to provide state-of-the-art
co-mailing services to their customers.  The Debtors are
presently in the process of acquiring six state-of-the-art 30-
Pocket SF505 Co-Mailer Systems.

The Debtors intend to locate certain of the Co-Mailers to the
Northeast United States.  The Debtors currently do not own or
lease any facilities in that area to support the installation of
multiple Co-Mailers.  Moreover, the Debtors have determined that
they can realize certain efficiencies and cost savings, and
consolidate and streamline their operations by locating certain
of the Co-Mailers at the same facility as QW Logistics'
Northeastern United States consolidation facility, Mr. Canning
related.  Accordingly, the Debtors are in need of additional
real property that can serve as both a consolidation facility
for QW Logistics and for the Co-Mailers.

Mr. Canning related that the Debtors have determined that the
facility best suited for the needs of both QW Logistics and the
Debtors' co-mailing business is the site owned by Headlands
Realty Corp., located at 13 Jensen Drive, in Franklin Township,
Somerset County, New Jersey.

Mr. Canning said that Quebecor World (USA) Inc. agreed to
execute to Headlands a guaranty of lease dated April 8, 2008,
pursuant to which QW USA agreed to unconditionally and guarantee
the prompt payment of all rents and sums payable by QW Logistics
and the performance by QW Logistics of each of the terms of the
Lease.

The initial term of the Lease commences on April 8, 2008, and
ends on Oct. 31, 2020.  QW Logistics will have the right to
renew the Lease for four additional five-year terms at rates yet
to be determined.  The pre-based rent commencement date period
is from April 8, 2008 to Sept. 30, 2008.  QW Logistics'
estimated monthly rental payment under the Lease during the
initial rental period from May 1, 2009, to Sept. 30, 2013,
will be US$138,354.  In addition, QW Logistics is required to
make an advance payment of rent of US$138,354 in connection with
QW Logistics' entry into the Lease.

QW Logistics is required to provide Headlands with a security
deposit of US$1,700,000 through a letter of credit, which will
be reduced to US$141,666 on each anniversary of the base rent
commencement date for each year of the Lease's term.  QW
Logistics will have the right to construct or install certain
tenant improvements.  Headland will pay QW Logistics a tenant
improvement allowance of US$1,143,249.

                      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.


QUEBECOR WORLD: Modified Severance Program Approved by Court
------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized Quebecor World Inc. and
its debtor-affiliates to implement their modified severance
program.  

The Troubled Company Reporter-Latin America related on May 30,
2008, that the Debtors sought the Court's permission to modify
their severance program to:

  (a) a limited number of employees whom the Debtors have
      determined to be critical to an effective shutdown
      of the Northeast Graphics facility;

  (b) make certain critical employees, who are not eligible to
      receive 26 weeks of severance, be eligible for 26 weeks of
      severance; and

  (c) make certain critical employees already entitled to 26
      weeks severance be eligible for an additional severance
      enhancement ranging from US$2,000 or US$10,000 per
      employee.

When it entered the order approving the execution of the
modified severance program, the Court, however, set these
limitations:

(a) The Debtors will provide advance notice of the specifics
     of the program for any facility other than the Northeast
     Graphics facility, including the number of employees to be
     included in the program and the aggregate costs potentially
     involved, at least 10 days prior to the announcement of the
     program to effected employees, to the Official Committee of
     Unsecured Creditors, the Ad Hoc Group of Noteholders, and
     the Administrative Agent for the Debtors' Prepetition
     Lenders, and the Office of the United States Trustee.

(b) The Debtors will proceed with the implementation of the
     Modified Severance Program relative to the closure of other
     facilities if none of the Consent Parties notifies the
     Debtors of an objection to the proposed action after
     receipt of any additional information reasonably requested
     by any of the Consent Parties to consider the proposed
     implementation of the Modified Severance Program and the
     expiration of 10 days; or an earlier date that the Consent
     Parties provide the Debtor with written confirmation of
     their approval.

Any payment to any employee under the Modified Severance
Program, or prior Severance Programs, approved by the Court will
be final and not subject to disgorgement.

                      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.



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

ALLIED WASTE: Fitch Holds 'CCC+/RR6' Rating on Sub. Notes
---------------------------------------------------------
Fitch Ratings has affirmed these ratings of Allied Waste
Industries, Inc. and its Allied Waste North America and
Browning-Ferris Industries subsidiaries, as:

Allied Waste Industries:
-- Issuer Default Rating at 'B+';
-- Senior unsubordinated at 'CCC+/RR6'

Allied Waste North America:
-- Issuer Default Rating at 'B+'
-- Secured credit facility rating at 'BB+/RR1';
-- Senior unsecured rating at 'B/RR5';

Browning-Ferris Industries:
-- Issuer Default Rating at 'B+'.

In addition, Fitch has upgraded the ratings of AWNA's and BFI's
senior secured notes and debentures to 'BB+/RR1' from 'BB/RR2'.  
The rating for AW's preferred stock, which had been 'CCC+/RR6',
has been withdrawn, as the company's preferred shares have been
automatically converted to common shares.  Fitch's ratings apply
to approximately US$6.2 billion in debt and a US$1.6 billion
secured revolving credit facility.  The Rating Outlook has been
revised to Positive from Stable.

The ratings for AW, along with its AWNA and BFI subsidiaries,
reflect ongoing improvement in the non-hazardous waste services
company's credit profile as it allocates free cash flow toward
leverage reduction.  Although industry volumes have declined
somewhat as the U.S. economy has weakened, the pricing
environment remains strong, and expectations are that margins
should continue to expand over the near to medium term.  AW's
free cash flow could be constrained somewhat in 2008, however,
as the company plans to make a total of US$351 million in
payments to the Internal Revenue Service this year in order to
slow the accrual of interest on an outstanding tax payment that
is currently in dispute.  AW paid US$196 million to the IRS in
the first quarter, with the remaining US$155 million expected to
be paid later in the year.

AW's volumes in 2008 are expected to decline between 1.5% and
3.0% overall due largely to the slowing U.S. economy.  The
company's roll-off container business and construction and
demolition landfill volumes are expected to be particularly
weak, along with some slowing of commercial collection volumes,
as well.  Pricing is generally expected to remain firm, however,
with the company projecting a 4.5% increase in pricing in 2008.  
Pricing strength appears to be holding across the industry, as
virtually all of AW's major competitors have transitioned to a
focus on return on invested capital and margins, as opposed to
volumes and market share when making pricing decisions.  
Recently, this has manifested itself most noticeably in stronger
landfill pricing, which has, in turn, supported further
increases in collection pricing, as landfills generally serve as
the anchor for waste collection operations in a given location.

Over the past several years, AW has used its free cash flow to
strengthen its balance sheet.  Debt declined to US$6.7 billion
at March 31 from a high of over US$11 billion immediately
following its acquisition of BFI in 1999.  In the past year,
debt has declined by US$331 million, resulting in an improvement
in EBITDA leverage to 4.0x at March 31 from 4.5x at March 31,
2007.  The reduction in debt and several refinancings have
driven a decline in interest expense, as well, with EBITDA
interest coverage improving to 3.6x from 2.6x over the same
period.  Although leverage reduction could slow somewhat in the
near term as the company borrows from its secured revolver to
temporarily fund a portion of the aforementioned IRS payments,
over the longer term, AW is expected to continue focusing on
debt reduction until its capital structure is closer to that of
its investment-grade competitors.  AW's liquidity remains
strong, with US$45 million in cash and equivalents, augmented by
US$1.0 billion in secured revolver availability at March 31.

The upgrade in the ratings of AW's senior secured notes and
debentures reflects a decline in the level of secured debt
outstanding over the past year.  Although collateral coverage is
stronger for the company's secured credit facility than for the
secured notes and debentures, the combination of a reduction in
outstanding term loan debt, which declined to US$807 million at
March 31 from US$1.1 billion at March 31, 2007, as well as a
decline in other secured debt to US$4.3 billon from
US$4.6 billion over the same period, has improved the recovery
prospects for holders of the company's secured notes and
debentures.  As a result, the rating for the secured notes and
debentures has been upgraded to 'BB+/RR1' from 'BB/RR2'.  
Recovery prospects for holders of the company's senior unsecured
notes and senior subordinated convertible debentures remain in-
line with the existing ratings.

The Positive outlook recommendation reflects Fitch's expectation
of ongoing improvement in AW's credit profile over the longer
term.  Industry fundamentals are expected to remain favorable,
promoting ongoing margin improvement and free cash flow growth.  
AW's demonstrated focus on balance sheet repair is expected to
result in further leverage reduction, despite the need for some
near term revolver borrowing related to the planned IRS
payments.  Although the IRS payments made this year will lessen
some of the concern regarding the disputes' potential impact on
the company's future cash needs, unfavorable verdicts in either
of the two outstanding IRS cases could still result in
significant future cash payments, as well.  However, a final
resolution to either case in unlikely in the near term.

Headquartered in Scottsdale, Arizona, Allied Waste Industries
Inc. -- http://www.alliedwaste.com/and http://www.disposal.com/   
-- (NYSE: AW) provides waste collection, transfer, recycling,
and disposal services for residential, commercial, and
industrial customers in over 100 major markets spanning 37
states and Puerto Rico.  The company has 24,000 employees.


CARIBE MEDIA: Moody's Holds B2 Ratings; Shifts Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed Caribe Media Inc.'s B2
Corporate Family rating while changing the rating outlook to
stable from developing.

Ratings affirmed:

  -- Corporate Family rating -- B2

  -- Probability of Default rating -- B2

  -- US$10 million senior secured revolving credit facility due
     2012: B1, LGD3, 37%

  -- US$132 million senior secured term loan due 2013: B1,
     LGD3, 37%

The rating outlook is stable

Moody's does not rate the company's US$45 million subordinated
notes due 2014.

The affirmation of the Corporate Family rating largely reflects
operational performance and financial metrics which continue to
meet Moody's expectations.

The change in the rating outlook to stable from developing
incorporates Moody's view that Local Insight Media's ownership
interest in Caribe Media will remain separate and distinct from
its other yellow page publishing businesses and that no
additional debt issuances are being contemplated, nor are they
expected, either directly by the company or indirectly through
its parent.  The prior developing outlook had expressed Moody's
concern that the company's owners would re-organize Local
Insight Media's corporate structure in a manner that would
increase the level of debt which the company would directly or
indirectly need to support.

The B2 Corporate Family rating reflects Caribe Media's small
size (around US$100 million in sales) and its relatively high
debt burden and leverage (debt-to-EBITDA of around 5.3 times,
calculated in accordance with Moody's standard adjustments).  In
addition, the rating incorporates the company's dependence upon
spending on yellow page advertising in the Puerto Rico market,
and the maturity of its business.  Ratings are supported by the
dominant market position held by the company's publications in
Puerto Rico and the Dominican Republic, and significant free
cash flow generation, which management expects will be used to
decrease debt and reduce leverage to under five times on a debt-
to-EBITDA basis by the end of 2008.

The stable outlook is supported by the long-term publishing
rights agreement with Puerto Rico Telephone Company, which
expires in 2019 (with 15 automatic renewal terms of five years
each).

While lenders receive a pledge of the stock of the company and
an assignment of contractual payments under the publishing
rights agreement with Puerto Rico Telephone Company, they do not
benefit from a security interest in the assets or stock of
Axesa, a joint venture 60% owned by Caribe Media and 40% owned
by Truvo USA.

Moody's also noted that Axesa has identified deficient internal
controls for the periods prior to Caribe Media, Inc.'s
acquisition of Axesa, which resulted in restatements for periods
prior to Caribe Media, Inc.'s ownership.  In addition, the
company implemented accounting changes due to purchase
accounting during the nine month period ended Dec. 31,
2006, resulting in a net loss for the period of US$14 million
vs. a previously reported profit of US$4 million.  According to
management, this restatement had no effect on previously
reported revenues, EBITDA or operating cash flow.

Headquartered in San Juan, Puerto Rico, Caribe Media, Inc., owns
60% of Axesa Servicios de Informacion, S. en C, publisher of the
official yellow pages directories in Puerto Rico for Puerto Rico
Telephone Company and 100% in Caribe Servicios de Informacion
Dominicana, S.A., publisher of the official yellow pages
directories (Paginas Amarillas) in the Dominican Republic for
Verizon Dominicana.  The company is an indirect 100%-owned
Subsidiary of Local Insight Media, LP and and owns 100% of
Caribe Servicios de Informacion Dominicana SA, in the Dominican
Republic.


JETBLUE AIRWAYS: Prices 5.5% Convertible Debentures Offering
------------------------------------------------------------
JetBlue Airways Corporation disclosed the pricing of its public
offering of 5.5% Convertible Debentures due 2038.  The offering
size was increased from US$160 million to US$175 million,
divided into two series of debentures, each in the amount of
US$87.5 million.  The sale of the debentures is expected to
close on June 4, 2008 subject to various customary closing
conditions.

The debentures of one of the series will be convertible into
shares of JetBlue's common stock at a conversion rate of
220.6288 shares per US$1,000 principal amount of debentures
(which is equivalent to a conversion price of approximately
US$4.53 per share), subject to adjustment.  The debentures of
the other series will be convertible into shares of JetBlue's
common stock at a conversion rate of 225.2252 shares per
US$1,000 principal amount of debentures (which is equivalent to
a conversion price of approximately US$4.44 per share), subject
to adjustment.  Both series of debentures will bear interest at
a rate of 5.5% per annum payable on April 15 and October 15 of
each year, beginning Oct. 15, 2008.  Holders of one series of
the debentures may require JetBlue to repurchase all or any
portion the debentures on Oct. 15, 2013, and holders of the
other series may require JetBlue to repurchase all of any
portion of the debentures on Oct. 15, 2015.

Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. served
as joint book-running managers for the debenture offering.  
JetBlue has granted the underwriters of the debentures a 30-day
over-allotment option to purchase up to an additional
US$13.1 million principal amount of each series of debentures.

The debentures will be general senior obligations of JetBlue,
secured by two escrow accounts, one for each series of
debentures.  
JetBlue plans to use the net proceeds from the offering to
deposit in each escrow account a portion of the net proceeds
equal to the sum of the first six scheduled semi-annual interest
payments for the respective series of debentures.  JetBlue
intends to use the remaining net proceeds from the offering
towards repayment of up to US$175 million principal amount of
its 3.5% convertible notes due 2033 which will become subject to
repurchase by JetBlue at the holders' option on July 15, 2008.  
To the extent there are remaining net proceeds, JetBlue intends
to use them for general corporate purposes.

                      About JetBlue Airways

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

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

                         *     *     *

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


JETBLUE AIRWAYS: Okays Options to Underwriters to Buy Debentures
----------------------------------------------------------------
JetBlue Airways Corporation entered into an underwriting
agreement with Morgan Stanley & Co. Inc. and Merrill Lynch,
Pierce, Fenner & Smith Inc. on May 29, 2008, relating to the
sale by the company of US$87.5 million aggregate principal
amount of 5.5% Convertible Debentures due 2038 and US$87.5
million aggregate principal amount of 5.5% Convertible
Debentures due 2038.  Pursuant to the Convertible Debenture
Underwriting Agreement, the company granted the Convertible
Debenture Underwriters options to purchase up to an additional
US$13.1 million of the aggregate principal amount of the
Debentures solely to cover over-allotments.

Each of Series A Convertible Debentures and Series B Convertible
Debentures will be issued under a senior subordinated indenture,
dated as of March 16, 2005, between JetBlue Airways and
Wilmington Trust Company, as trustee, supplemented by a
supplemental indenture with respect to the Series A Convertible
Debentures, to be dated as of June 4, 2008, between the company
and the Trustee and a supplemental indenture with respect to the
Series B Convertible Debentures, to be dated as of June 4, 2008,
between the company and the Trustee.

A full-text copy of the Underwriting Agreement for Debentures is
available for free at http://ResearchArchives.com/t/s?2d24

        Common Stock Offering and Share Lending Agreement

Concurrently with the Debentures offering, on May 29, 2008, the
company entered into a share lending agreement with Morgan
Stanley Capital Services, Inc., pursuant to which the company
will lend 44,864,059 shares of common stock, par value US$0.01
per share, of the company to the Share Borrower, subject to
certain adjustments set forth in the Share Lending Agreement,
for a period ending on the earliest of:

  (i) the earlier to occur of (x) the first date as of which all
      of the Debentures have been converted, repaid,
      repurchased, redeemed or are otherwise no longer
      outstanding and (y) Oct. 15, 2038, or

(ii) the date on which the Share Lending Agreement terminates
      in accordance with its terms.

The Share Lending Agreement is guaranteed by Morgan Stanley.

On May 29, 2008, JetBlue Airways entered into an underwriting
agreement with Morgan Stanley & Co. Incorporated.  Pursuant to
and upon the terms of the Share Lending Agreement, the company
will issue and lend to the Share Borrower 44,864,059 shares of
Common Stock as a share loan, which are being offered to the
public at US$3.70 per share.

The company will not receive any proceeds from the sale of the
Borrowed Shares pursuant to the Share Lending Agreement but will
receive a nominal lending fee of US$0.01 per share for each
share of Common Stock that it loans pursuant to the Share
Lending Agreement.  The Share Borrower, which is an affiliate of
Morgan Stanley & Co. Inc., one of the Convertible Debenture
Underwriters and the Common Stock Underwriter, will receive all
of the proceeds from the sale of Borrowed Shares pursuant to the
Share Lending Agreement.

A full-text copy of the Underwriting Agreement for Common Stock
is available for free at http://ResearchArchives.com/t/s?2d25

A full-text copy of the Share Lending Agreement is available for
free at http://ResearchArchives.com/t/s?2d26

                      About JetBlue Airways

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

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


JETBLUE AIRWAYS: Fitch Rates US$175M Conv. Debentures 'CCC-/RR6'
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC-/RR6' to JetBlue
Airways Corp.'s newly-issued US$175 million in convertible
debentures.  The debentures, issued in a two-part offering, each
with a 5.5% coupon, mature in 2038.  JBLU may redeem the Series
A debentures beginning in October 2013 and the Series B
debentures beginning in October 2015.  The conversion price for
the Series A debentures is US$4.53, while the conversion price
for the Series B debentures is US$4.44.

JBLU will deposit cash in an escrow account equal to the first
six interest payments for each series of debentures.  Net
proceeds from the debentures will be used to repay JBLU's
outstanding 3.5% convertible notes due 2033.  The Rating Outlook
for JBLU is Negative.

Fitch's ratings on JBLU reflect the dramatic run-up in jet fuel
costs and growing evidence of a softening revenue outlook that
will likely drive larger losses and weakened free cash flow
during the remainder of 2008.  Although the US$300 million
equity investment by Germany's Deutsche Lufthansa AG helped
boost JBLU's liquidity position in the first quarter, Fitch
expects cash balances to remain under pressure over the next
several months as JBLU and the other U.S. airlines continue to
trim unprofitable capacity in the face of unsustainably high jet
fuel prices.

While JBLU's fleet plan flexibility provides some opportunity to
manage capacity growth lower in 2008 and 2009, additional cash-
raising options are limited, and the carrier's liquidity cushion
will likely be eroded somewhat as operating losses continue and
debt maturities are met without the benefit of positive free
cash flow.

The 'B-' Issuer Default Rating reflects JBLU's highly-leveraged
capital structure, its diminished cash flow generation capacity
and its vulnerability to ongoing fuel and revenue shocks in an
industry that remains unable to recover surging and largely
uncontrollable energy costs through higher fares.  Importantly,
the rating also captures the fact that JBLU's current liquidity
position is adequate to meet 2008 fixed obligations, but intense
fuel cost pressure and worsening unit revenue comparisons
through the year will likely reduce cash balances by year-end.  

In addition to scheduled aircraft-backed debt principal payments
this year, JBLU will fund US$175 million in convertible notes
that investors can put back to the company on July 15.  The
current US$175 million debenture issuance largely meets the cash
requirement to fund that payment in July.  Total scheduled debt
maturities for the final three quarters of 2008 are
US$343 million.

Besides the Lufthansa investment proceeds booked in January,
liquidity will be supplemented by the sale of nine used Airbus
A320 aircraft this year.  These sales could generate as much as
US$100 million in cash after repayment of associated aircraft
debt.  All A320 and Embraer E190 aircraft deliveries for 2008
are financed, and JBLU announced on May 27 that it had
successfully deferred the delivery of 21 A320s previously
scheduled for delivery in 2009, 2010 and 2011.  This deferral
will reduce new financing requirements while supporting
liquidity through better free cash flow and the return of some
pre-delivery deposits.

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

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


SEARS HOLDINGS: Bad Operations Results Cue S&P's Neg. Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Hoffman Estates, Illinois-based Sears Holdings Corp. and related
entities to negative from stable.  S&P also affirmed the
corporate credit and bank loan ratings on Sears and the senior
unsecured ratings on Sears Roebuck Acceptance Corp., Sears
Canada Inc., and Sears DC Corp.
   
"The outlook revision is based on Sears' disappointing operating
results for the quarter ended May 3, 2008," said Standard &
Poor's credit analyst Ana Lai, "with steep declines in sales and
weak profitability."  She also said that Standard & Poor's is
concerned about management's ability to revive sales and improve
profitability in a challenging economic and housing environment
and an intensely competitive landscape.

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of    
Kmart and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States, Canada and Puerto Rico.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.



===============================
T R I N I D A D  &  T O B A G O
===============================

DIGICEL GROUP: Fitch Holds B- US$450MM Senior Notes & ID Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed Digicel Group Limited, Digicel
Limited, and Digicel International Finance Limited as:

Digicel Group Ltd.:

  -- US$1 billion 8.875% senior subordinated notes due 2015 at
     'CCC+/RR5';

  -- US$400 million 9.125/9.875% senior subordinated toggle
     notes due 2015 at 'CCC+/RR5';

Digicel Ltd.:

  -- Foreign currency issuer default rating at 'B-';
  -- US$450 million senior notes due 2012 at 'B-/RR4';

Digicel International Finance Ltd.:

  -- The upsized US$1.1 billion senior secured credit facility
     at 'B/RR3'.

The rating outlook is stable.

Digicel's ratings are supported by an historical strong
operating performance, its position as the leading provider of
wireless services in the Caribbean -- including strong market
positions in Jamaica, Haiti and Trinidad and Tobago -- its
strong brand recognition, and an increasingly diversified
revenue and cash flow stream across the Caribbean.  In addition,
Fitch expects the company to reduce leverage due to future
EBITDA growth.  Concerns regarding Digicel Group Ltd.'s ratings
reflect the company's high leverage and medium-term refinancing
risk.  Growing EBITDA from newer operations, such as Haiti and
Trinidad and Tobago, should help to further diversify away its
cash flow generation from Jamaica.

Digicel's operating performance continues to be strong.  The
company has rapidly gained leading market shares in most of the
markets served by successfully executing a strategy of launching
operations with extensive initial geographic coverage, good
customer service, effective branding and through strong product
offerings.  The company has leading market share positions
versus incumbent operators in most its markets.  The wireless
penetration level in many of Digicel's markets is high.  High
wireless penetration rates are the result of low fixed-line
penetration, long waiting periods to get fixed-line connections,
good network coverage by wireless service providers and
substitution of fixed-line services by mobile.

Digicel financial strategy is focused on reducing leverage after
a 2007 recapitalization which resulted in US$1.4 billion of
additional debt.  Digicel's total indebtedness also has grown
rapidly in the past few years as a result of acquisitions and
necessary funding for the rapid build out of new markets.  As of
Dec. 31, 2007, total consolidated debt at Digicel Group Ltd. was
high at US$2.8 billion and total debt to last twelve months
EBITDA, considering Haiti and Trinidad and Tobago for the twelve
months, was 6.8 times.  For the same period, total debt-to-
EBITDA for Digicel Ltd. and Digicel International Finance Ltd.
was 3.5 and 2.5, respectively.  Over the next few years, Fitch
expects increased EBITDA generation from Digicel Group Ltd. to
result in a reduction in the ratio of total debt-to-EBTIDA to
near 4.0.

For the nine months ended Dec. 31, 2007, approximately 63% of
service revenues were generated either in US dollars, Euros or
pegged to these currencies, while an important part of group
EBITDA is still linked to the Jamaican dollar.  Digicel's most
important market is Jamaica, with the country accounting for
approximately 1.8 million of its 6.3 million users.  The
acquisition by America Movil of Oceanic Digital, Jamaica's third
wireless provider, is expected to add competition in the future
as Oceanic completes its network deployment.  Haiti and Trinidad
and Tobago should continue growing their cash flows helping to
further diversify away the company's cash generation from
Jamaica.

The ratings incorporate sovereign risks including transfer and
convertibility risks associated with investments in Jamaica.  
Fitch considers that future expected EBITDA generation from the
Haitian operation will support growth in cash flow but will also
add a riskier source of revenue and cash flow generation
relative to the current operations due to higher sovereign risk.

Digicel Ltd.'s unsecured notes are guaranteed by all existing
wholly owned subsidiaries, including Trinidad and Tobago and
Haiti.  The secured Digicel International facility has a US$200
million revolving facility of which US$156 million is undrawn,
adding flexibility to the company's liquidity position.  The
Digicel International facility is secured by a first priority
lien by all shares and assets of Digicel.  In December 2007,
Digicel incorporated into the restricted group the operations of
Haiti and Trinidad and Tobago.  To pay the debt of these two
operations, which was previously structured under project
finance debt, Digicel International's secured credit facility
was upsized by US$296 million.  With these inclusions, the
restricted group has all operating companies of Digicel
eliminating the difference between the restricted group and the
total group.

With regard to Digicel's capital structure and the associated
ratings, debt at Digicel International Finance Ltd. is rated one
notch higher than the group's IDR reflecting its above average
recovery prospects.  The Digicel  Ltd. IDR reflects the
increased burden the Digicel Group Ltd. subordinated notes place
on the operating assets and the loss of financial flexibility.  
The ratings of Digicel Group Ltd.'s 2015 notes incorporate their
subordination to debt at Digicel International Finance Ltd. and
Digicel  Ltd., as well as the subordinated notes below average
recovery prospects in the event of default.

Digicel Ltd. provides GSM-based mobile services in 23 markets in
the Caribbean including Jamaica, St. Lucia, St. Vincent, Aruba,
Grenada, Barbados, Cayman, Curacao, Martinique, Guadeloupe,
Trinidad and Tobago, Haiti and El Salvador.  Digicel Ltd.'s
operating assets are owned by operating subsidiaries of Digicel
International Finance Ltd. and  is a wholly owned subsidiary of
Digicel Group Ltd., an entity owned by Denis O'Brien.  For the
LTM ended Dec. 31, 2007,  the company's consolidated revenues
and EBITDA were approximately US$1,480 million and
US$417 million, respectively.



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

CITGO PETROLEUM: Has 15 Days to Provide Withheld Documents
----------------------------------------------------------
Judge David Ritchie has given Citgo Petroleum Corp. 15 days to
present alleged withheld documents to the complainants of the
2006 oil spill, KPLC 7 News reports.

KPLC 7 relates that Citgo Petroleum's oil spill closed the
Calcasieu ship channel in June 2006.  Its storage tanks had
released three million gallons of waste oil into the Calcasieu
River after heavy rainfall.  The firm was then sued for alleged
dumping of waste into the river instead of their surge pond
because of cost.  Citgo Petroleum explained the permission it
sought to use the surge pond was granted too late.  The firm
admitted it was responsible for the incident.

Mike Digiglia, the attorney for the complainants, commented to
KPLC 7, "They [Citgo Petroleum] didn't really admit to each of
our specific duties and breaches of those duties that we have in
our petition, but it was a general admission of liability."

KPLC 7 notes that if Citgo Petroleum needs more time for the
documents, it will have to file a request to the judge and the
plaintiff council.  If the complainants are still not satisfied
with the documents presented, the two parties will have to
appear before the court again.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela 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.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


NORTHWEST AIRLINES: Joins Delta in Filing Merger Pact Prospectus
----------------------------------------------------------------
In a joint proxy statement or prospectus filed with the
Securities and Exchange Commission dated May 20, 2008, and in
line with the merger agreement between Delta Air  Lines, Inc.
and Northwest Airlines Corporation, both carriers' chief
executive officers Richard A. Anderson and Douglas M. Steenland
urged Delta stockholders to vote during a special meeting to
approve:

  * the issuance of shares of Delta common stock to Northwest
    stockholders; and

  * the amended Delta 2007 Performance Compensation Plan,
    which governs the employee equity issuance, to increase the
    number of shares of Delta common stock issuable after giving  
    effect to the Delta shares issued in connection with the
    merger.

"While the closing of the merger is not conditioned upon
approval of the amendment to the Delta 2007 Performance
Compensation Plan, failure to approve this amendment could
affect the ability of the combined company to achieve the
expected synergies in the expected timeframe," the CEOs noted.

Similarly, in order to complete the merger, an affirmative vote
of holders of a majority of the outstanding shares of Northwest
common stock must vote to adopt the Merger Agreement, said
Messrs. Anderson and Steenland.

The Executives clarified that approval of other matters at the
Northwest annual stockholders meeting -- including election of
its directors, ratification of the appointment of its 2008
independent auditor, and an amendment to the Northwest 2007
Stock Incentive Plan -- is not a condition to the Merger.

The separate meetings to be held by Delta and Northwest to
obtain approvals of the Merger Agreements are still to be
announced, the filing disclosed.

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

              http://ResearchArchives.com/t/s?2d2b

                        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.

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. 99;
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)


                            ***********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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