TCRLA_Public/080623.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

             Monday, June 23, 2008, Vol. 9, No. 123

                            Headlines


A R G E N T I N A

AGRO INDUSTRIAS: Proofs of Claim Verification Is Until Sept. 9
BEST SERVICE: Trustee Will File General Report in Court Today
BUREAU EDITOR: Trustee Will Submit General Report in Court Today
DELTA AIR: IRS and Palm Beach Withdraw US$2 Million Claims
DELTA AIR: Cooking Joint Pilot Deal With Northwest Airlines

DELTA AIR: Severance Payout Takers Increase to 4,000
DELTA AIR: To Axe 13% of Domestic Capacity by Second Half 2008
FORD MOTOR: Tracinda Increases Shareholding to 6.49%
GNC SA: Creditors Will Vote on Settlement Plan Today
LUCHETTI PIATTELLI: Trustee to File General Report Today

PACEY SA: Creditors Will Vote on Settlement Plan Today
TYSON FOODS: Promotes Dennis Leatherby to EVP and CFO
VISTEON CORP: Closes US$344 Mil. Offer of 8.25% Notes due 2010


B E R M U D A

FOSTER WHEELER: Madrid Unit Bags SNC-Lavalin Contract


B R A Z I L

ATARI INC: Posts US$3.7 Mil. Net Loss in 4th Qtr. Ended March 31
BANCO BRADESCO: Cia. Vale Denies Financing Package With Bank
BANCO DO BRASIL: Cia. Vale Denies Financing Package With Bank
BANCO IBI: S&P Affirms Counterparty Credit Rating at BB-/B
BANCO NACIONAL: Loan Demands Remain Strong, President Says

BANCO PINE: S&P Keeps BB- Long-Term Counterparty Credit Rating
BEAR STEARNS: Messrs. Cioffi & Tannin Indicted on Fraud Charges
BRASIL TELECOM: New Firm With Tele Norte May Face High Costs
CIA. DE SANEAMENTO: Inks Partnership Pact for Treatment Plant
COMPANHIA ENERGETICA: Zacks Investment Keeps Buy Recommendation

ENERGIAS DO BRASIL: Will Give Up Stake in Empresa Energetica
GOL LINHAS: Fitch Drops Local & Foreign Currency IDRs to BB
NET SERVICOS: Raises Loan With Banco Inbursa to US$200 Million
SADIA SA: S&P Lifts Long-Term Corporate Credit Rating to BB+
SHARPER IMAGE: Proposes Incentive Plan for Wind-Down Team

SHARPER IMAGE: Plan Filing Extension Motion Hearing Set June 24
SHARPER IMAGE: To Delay Filing of 1st Quarter 2008 Report
TAM SA: Fitch Holds BB Rating on US$300MM Senior Unsecured Notes
TELE NORTE: New Firm With Brasil Telecom May Face High Costs
UAL CORP: Wants ReGen's Cure Claim Immediately Disallowed

UAL CORP: Fails to Support Objections to Claims, MassPort Says
* BRAZIL: Fitch Expects Difficult Outlooks for Global Airlines


C A Y M A N  I S L A N D S

CABLE & WIRLESS: Launches "Gimme 5" bmobile Service
RITCHIE BEECH: Proofs of Claim Filing Deadline is June 27
RITCHIE CHINA: Deadline for Proofs of Claim Filing Is June 27
RITCHIE CT LTD: Proofs of Claim Filing Deadline Is June 27
RITCHIE ENERGY: Deadline for Proofs of Claim Filing Is June 27

RITCHIE ENERGY CENT: Claims Filing Deadline Is Until June 27
RITCHIE ENERGY PARTNERS: Deadline for Claims Filing Is June 27
RITCHIE LONG/SHORT: Proofs of Claim Filing Deadline Is June 27
RITCHIE MAPLE: Deadline for Proofs of Claim Filing Is June 27
RITCHIE RML CAPITAL: Deadline for Claims Filing Is June 27

RITCHIE RML HOLDINGS: Claims Filing Deadline Is Until June 27


C H I L E

AES CORP: Receives US$762.6 Mil. Senior Notes Offer for Purchase
AES GENER: Raises CLP134 Billion in Rights Offering


C O L O M B I A

BANCO DE BOGOTA: Moody's Ups Foreign Curr. Deposit Rating to Ba2
BANCOLOMBIA: Moody's Ups Foreign Currency Deposit Rating to Ba2
* COLOMBIA: Improved Debt Dynamics Cue Moody's Rating Upgrades


D O M I N I C A N   R E P U B L I C

PRC LLC: Addresses BofA, et al.'s Confirmation Objections


M E X I C O

AXTEL SAB: Launches Telecommunication Services in Mazatlan
BHM TECHNOLOGIES: US Trustee Objects to Rothschild as Advisor
BHM TECHNOLOGIES: Trustee Objects to Pepper Hamilton as Counsel
BHM TECHNOLOGIES: US Trustee Objects to Varnum as Counsel
CLEAR CHANNEL: S&P Cuts Corporate Credit Rating to B

HARMAN INTERNATIONAL: S&P Retains 'BB-' Rating Under Pos. Watch
LEAR CORP: Buys 75% Shares in New Trend's Auto Fabric Business
NUANCE COMMS: Fitch Holds 'B+' Rating; Changes Outlook to Stable
QUEBECOR WORLD: Quebec Court Acknowledges Aircraft Sale Approval
QUEBECOR WORLD: Wants to Assume Deals with Three Entities


P E R U

GRAN TIERA: To Join Russell 3000 Index on June 27


P U E R T O  R I C O

CHATTEM INC: S&P Holds 'BB-' Rating & Revises Outlook to Stable
OCHOA POULTRY: Case Summary & Eight Largest Unsecured Creditors


V E N E Z U E L A

NORTHWEST AIRLINES: Talks on Joint Pilot Deal to Last a Week
NORTHWEST AIRLINES: High Fuel Prices Cue Further Capacity Cuts
PETROLEOS DE VENEZUELA: Will Construct 3 Liquefied NatGas Trains
PETROLEOS DE VENEZUELA: Says Gov't to Snub Saudi Arabia Meeting
PETROLEOS DE VENEZUELA: Will Construct Refineria del Pacifico

PETROLEOS DE VENEZUELA: To Form Joint Venture to Build Turbines


* BOND PRICING: For the Week June 16 - June 20, 2008


                         - - - - -


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

AGRO INDUSTRIAS: Proofs of Claim Verification Is Until Sept. 9
--------------------------------------------------------------
Javier Espineira, the court-appointed trustee for Agro
Industrias Misioneras SRL's bankruptcy proceeding, will be
verifying creditors' proofs of claim until Sept. 9, 2008, 2008.

Mr. Espineira will present the validated claims in court as
individual reports.  The National Commercial Court No. 18 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 36, 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 Agro Industrias 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 Agro Industrias'
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Agro Industrias Misioneras SRL
           Avenida del Libertador 6886
           Buenos Aires, Argentina

The trustee can be reached at:

           Javier Espineira
           Norberto Quirno Costa 1256
           Buenos Aires, Argentina


BEST SERVICE: Trustee Will File General Report in Court Today
-------------------------------------------------------------
Marcelo Carlos Rodriguez, the court-appointed trustee for The
Best Service S.A.'s reorganization proceeding, will submit to
the National Commercial Court of First Instance in Buenos Aires
a general report containing an audit of the firm's accounting
and banking records on June 23, 2008.

Mr. Rodriguez verified creditors' proofs of claim until
March 26, 2008.  He presented the validated claims as individual
reports in court on May 9, 2008.

Creditors will vote to ratify the completed settlement plan
during the assembly on Dec. 4, 2008.

The trustee can be reached at:

       Marcelo Carlos Rodriguez
       Cerrito 146
       Buenos Aires, Argentina


BUREAU EDITOR: Trustee Will Submit General Report in Court Today
----------------------------------------------------------------
Alberto Ladaga, the court-appointed trustee for Bureau Editor
S.A.'s bankruptcy proceeding, will file in the National
Commercial Court of First Instance in Buenos Aires a general
report containing an audit of the firm's accounting and banking
records on June 23, 2008.

Mr. Ladaga verified creditors' proofs of claim until
March 6, 2008.  He presented the validated claims in court as
individual reports on April 22, 2008.

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

The debtor can be reached at:

         Bureau Editor S.A.
         Ruiz Huidobro 3737
         Buenos Aires, Argentina

The trustee can be reached at:

         Alberto Ladaga
         Vidt 2039
         Buenos Aires, Argentina


DELTA AIR: IRS and Palm Beach Withdraw US$2 Million Claims
----------------------------------------------------------
Maria Valerio, insolvency specialist at the Department of
Treasury -- Internal Revenue Service, notified the U.S.
Bankruptcy Court for the Southern District of New York and
parties-in-interest that the IRS has withdrawn its Claim No.
5093 asserting a total of US$2,005,284,273, which consists of:

   * an unsecured priority claim for US$1,282;
   * a secured priority claim for US$23,101,437; and
   * a priority claim for US$1,982,181,554.

In a separate filing, the Palm Beach County in West Palm Beach,
Florida, disclosed that it has withdrawn its Claim Nos. 780 and
781 asserting undetermined amounts.

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


DELTA AIR: Cooking Joint Pilot Deal With Northwest Airlines
-----------------------------------------------------------
Negotiations on a joint pilot contract covering Delta Air Lines,
Inc. and Northwest Airlines Corp. pilots were said to have
started on July 18, 2008, according to a message from the
Northwest pilots union to its members, the Atlanta-Journal
Constitution reports.

AJC says the "round-the-clock" negotiations on a joint pilot
contract for Delta and Northwest's proposed merger are planned
to last seven days in New York, or until middle of next week.

Delta's pilots had ratified in May 2008, Letter of Agreement 19
with Delta management, which modifies the current Pilot Working
Agreement and will take effect upon the completion of the Delta-
Northwest merger.  Among other things, the modifications include
granting Delta pilots a 3.5% equity stake in the combined
company and annual pay raises of 5% in 2009, and 4% in 2010 to
2012.

The concessions do not cover Northwest pilots.

Prior to the ratification, particularly during the earlier
months of the merger talks, Delta's and Northwest's pilot unions
tried, but failed, to reach an agreement on a joint labor
contract and a plan for merging their seniority lists.
Essentially, seniority determines pilots' work schedules and pay
levels.

Northwest pilots clamor for, among other things, pay parity
immediately upon the merger's close, the report says.

    Delta Pilots Union Leader Expects No Concession Request,
           Believes Joint Contract Will Be Reached

In an interview with AJC, Delta pilots union chairman Lee Moak
disclosed that he doesn't think that record-high fuel prices
will force Delta to ask for pilot concessions as it proceeds
with its acquisition of Northwest.

"But at some point, something is going to have to give.  I don't
think it's going to be labor concessions.  I think it's going to
be rational ticket pricing to cover our cost," Mr. Moak said.

Mr. Moak reiterated that the Delta pilots union aims to reach a
joint contract and seniority list integration agreement with
Northwest pilots before the carriers' merger completes.

"The contract could be done relatively quickly.  It's just a
matter of the parties coming together," Mr. Moak told AJC.

"I'm confident we're going to get a deal done (by the close of
the merger)," Moak said.  "But if there isn't a deal done, we'll
continue to work on it."

The merger is expected to happen by the end of 2008, subject to
regulators' and shareholders' approval.

                    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 Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. 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.
101; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Severance Payout Takers Increase to 4,000
----------------------------------------------------
As of June 13, 2008, approximately 4,000 Delta workers accepted
the voluntary severance package that Delta Air Lines, Inc.
offered to its workers, The Associated Press reports.

Delta announced its original goal of 2,000 job cuts in March.
As of May 30, more than 3,000 people took the package.

According to Delta spokeswoman Betsy Talton, employees who took
the package are from the mainline airline and Delta's
information technology subsidiary, most of whom will leave the
Company in the fall, The AP says.

Delta will accept all the volunteers, Ms. Talton added.

Delta had offered to its roughly 30,000 eligible employees on
March 18, 2008, the (i) 60-Point Retirement Program for those
who are already eligible for retirement and (ii) the Early Out
Program for frontline, administrative and management employees.

The 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.

      Capacity Reduction and Fare Hikes Necessary, CEO Says

Delta Chief Executive Officer Richard Anderson announced over
CNBC on June 12, that the airline will cut its domestic capacity
by 12% to 13% in the last half of 2008, in an effort to stay on
business amid rising fuel prices, the Atlanta-Journal
Constitution reports.

Capacity reduction "will hit markets like Orlando, Hawaii, Las
Vegas," Mr. Anderson specified.

Delta had informed the public that it would cut domestic
capacity by 9% to 11% during the second half of the year.

While Delta is cutting domestic capacity, it plans to grow its
international flying to about 50% of its total revenue, AJC
notes.

Mr. Anderson added that fares would "have to go up pretty
significantly," to boost industry revenue by 15% to 20% and
cover fuel costs, the report says.

The International Air Transport Association said the price of
jet fuel has nearly doubled from a year ago, reports AJC.

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


DELTA AIR: To Axe 13% of Domestic Capacity by Second Half 2008
--------------------------------------------------------------
Delta Air Lines Inc. President and Chief Financial Officer
Edward H. Bastian at the Merrill Lynch Global Transportation
Conference  provided updated guidance on the company's efforts
to fight rising fuel costs and its long-term approach to
building a sustainable, profitable business model.

Proactive initiatives focus on:

    * improving profitability through continued domestic
      capacity rationalization and building a diverse
      international network which includes service to unique and
      emerging markets.  Delta consolidated domestic capacity is
      now expected to be down 13% during the second half of the
      year, an increase from the 10% reduction announced in
      March; international capacity expected to be up 14% for
      the same period;

    * maintaining a strong liquidity position, despite the
      US$4 billion impact in 2008 of unprecedented fuel prices;

    * completing the proposed merger with Northwest Airlines to
      build a strong global competitor with increased cost and
      revenue synergies.

"Delta has been a first-mover to aggressively respond to the
challenges facing our industry with domestic capacity cuts,
associated cost reductions, and a focus on preserving
liquidity," Mr. Bastian said.  "These actions combined with our
game-changing merger with Northwest are positioning Delta for
long-term success as a strong competitor against any airline
around the globe."

       Improving Profitability through International Growth
                and Domestic capacity reductions

By successfully realigning its network to rationalize domestic
capacity while expanding globally, Delta's revenue per available
seat mile has improved from 86% of industry average in 2005 to
102% of industry average through the first four months of 2008.
International flying continues to be a strong component of the
carrier's business plan with service to five continents and 20
new international routes launched in 2008.  International
capacity for the year is expected to be up 15% to 17% -- in line
with previous guidance.

In response to rising fuel costs, the company is adding to
previously announced plans to reduce domestic capacity by 10%
year over year in the second half this year and now plans for
total domestic capacity reductions of 13% in the second half of
2008.  As previously announced, Delta plans to remove the
equivalent of 15 to 20 mainline and 60 to 70 regional jet
aircraft from its operation by the end of 2008.

While capacity reductions have resulted in some market
cancellations, most are being made through frequency and point-
to-point reductions, as well as seasonal adjustments.  Delta
will continue to monitor the economic and fuel environment and
make additional adjustments as necessary.

"The diversity of Delta's network has provided the financial
balance we need to counteract the soft U.S. economy and tough
fuel environment. International routes continue to be a boon for
us as we carefully manage domestic capacity.  While it's
important to maintain a broad domestic presence for our
customers and employees, as well as to feed international
routes, we remain flexible and will make additional adjustments
if needed," said Mr. Bastian.

Delta in December began adjusting domestic capacity in light of
record fuel costs.  Previously announced route cancellations
have included service between Orlando and cities such as Las
Vegas; Fort Lauderdale, Fla.; and Little Rock, Ark., as well as
nonstop flights between Boston and cities such as Charleston,
S.C. and Greensboro, N.C.

While a small number of additional market cancellations are
expected as fall schedules are finalized, most reductions are
being achieved through frequency reductions and by eliminating a
number of unprofitable routes with particular focus on point-to-
point flights that can more profitably and efficiently be served
via Delta's hubs. Sample cancellations, effective late summer,
include flights between:

    * Orlando, Fla. and Nashville, Tenn.; Key West, Fla.;
      Raleigh-Durham, N.C.; Birmingham, Ala.; Columbus, Ohio;
      Lexington, Ky.; New Orleans, La.; Panama City, Fla.;
      Richmond, Va.; Louisville, Ky.; and Knoxville, Tenn.;

    * Boston and Jacksonville, Fla. and Norfolk, Va.;

    * Las Vegas and Los Angeles; and

    * Pensacola, Fla. and Fort Lauderdale and Tampa, Fla.

As part of Delta's commitment to both provide employees with
flexibility and remove costs associated with capacity
reductions, the airline in March was the first U.S. carrier to
announce voluntary retirement and early out programs for
employees. With more than 4,000 Delta and Delta Technology
employees electing to participate in the programs, the airline
is positioned ahead of the industry to achieve cost reductions
associated with capacity pull downs.

                Expecting Profitable June Quarter

Delta expects a profitable June quarter excluding special
items1, and expectations remain in line with previous guidance.
Despite a US$4 billion increase in fuel costs in 2008, the
airline's liquidity remains strong thanks to a solid operating
cash flow, controlled capital expenditures and aggressive fuel
hedge program.  The airline expects to end 2008 with US$3.2
billion in unrestricted liquidity, down just US$600 million from
Dec. 31, 2007.

Delta's aggressive, multi-year fuel hedge strategy is expected
to offset nearly US$1 billion in fuel cost impact for 2008 and
continue to provide benefits in subsequent years.  The airline's
hedge portfolio through 2010 is currently valued at about
US$1.5 billion.

               Merger Strengthens Long-Term Outlook

Delta continues to focus on the proposed merger with Northwest
Airlines to create a global airline better positioned for
strength and profitability over the long term with greater
customer preference and a worldwide, geographically balanced
network.

"The unique advantages created by the combination of Delta and
Northwest are even more compelling as fuel costs continue to
rise," Mr. Bastian said.

A merger of strength, the airlines will combine best-in-class
cost structures, industry-leading balance sheets and
complementary networks.  With integration planning under way,
Delta and Northwest expect to find opportunities to both reduce
one-time costs and increase synergies. Delta expects the merger
to receive required regulatory approvals by the end of the year.

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


FORD MOTOR: Tracinda Increases Shareholding to 6.49%
----------------------------------------------------
Kirk Kerkorian on Thursday revealed in a filing with the U.S.
Securities and Exchange Commission that his investment firm,
Tracinda Corp., had boosted its stake in Ford Motor Co.
to 6.49 percent from 5.5 percent.  He now owns 140.8 million
shares of Ford.

On June 13, the firm purchased 20 million shares through a cash
tender offer that paid US$8.50 a share.

On Tuesday, Mr. Kerkorian meet with executive chairman William
C. Ford Jr. and chief executive Alan Mulally.  The move
indicates that the major shareholder stands by the management
and its turnaround strategy, reports say.  Tracinda's regulatory
filing, though, reiterated its prior statement that it might
propose business strategies for Ford and has explored a possible
capital infusion.

Between Monday and Wednesday, Mr. Kerkorian bought another
20.8 million shares at an average of US$6.46 per share.

Despite apparent support of Ford's major shareholder, the
company's shares were down most of the day before surging in the
last half-hour of trading to gain 10 cents, or 1.6 percent and
close at US$6.32, the  Detroit Free Press noted.

                        About Ford Motor

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.


GNC SA: Creditors Will Vote on Settlement Plan Today
----------------------------------------------------
GNC SA's creditors will vote to ratify the completed settlement
plan during an informative assembly on June 23, 2008.

Rodolfo Fernando Daniel Torella, the court-appointed trustee for
GNC's reorganization proceeding, verified creditors' proofs of
claim until Nov. 7, 2007.  Mr. Torella presented the validated
claims in court as individual reports on Feb. 8, 2008.  The
National Commercial Court of First Instance in Buenos Aires
determined if the verified claims were admissible, taking into
account the trustee's opinion, and the objections and challenges
raised by Redsal and its creditors.  Mr. Torella also filed a
general report containing an audit of GNC's accounting and
banking records in court on March 26, 2008.

The trustee can be reached at:

         Rodolfo Fernando Daniel Torella
         Arcos 3726
         Buenos Aires, Argentina


LUCHETTI PIATTELLI: Trustee to File General Report Today
--------------------------------------------------------
Norma Elida Fistzen, the court-appointed trustee for Luchetti
Piattelli y Asociados S.R.L.'s bankruptcy proceeding, will
submit to the National Commercial Court of First Instance in
Buenos Aires a general report containing an audit of the firm's
accounting and banking records on June 23, 2008.

Ms. Fistzen verified creditors' proofs of claim until
March 28, 2008.  She presented the validated claims as
individual reports in court on May 12, 2008.

Ms. Fistzen is in charge of administering Luchetti Piattelli's
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

         Norma Elida Fistzen
         Viamonte 1446
         Buenos Aires, Argentina


PACEY SA: Creditors Will Vote on Settlement Plan Today
------------------------------------------------------
Pacey S.A.'s creditors will vote to ratify the completed
settlement plan during an informative assembly on June 23, 2008.

Estudio Polito - Lagorio, the court-appointed trustee for
Pacey's reorganization proceeding, verified creditors' proofs of
claim until Oct. 9, 2007.  Estudio Polito presented the
validated claims in court as individual reports on Nov. 7, 2007.
The National Commercial Court of First Instance in Buenos Aires
determined if the verified claims were admissible, taking into
account the trustee's opinion, and the objections and challenges
raised by Pacey and its creditors.  Estudio Polito also filed a
general report containing an audit of Pacey's accounting and
banking records in court on Dec. 19, 2007.

The trustee can be reached at:

         Estudio Polito - Lagorio
         Avenida Corrientes 1515
         Buenos Aires, Argentina

TYSON FOODS: Promotes Dennis Leatherby to EVP and CFO
-----------------------------------------------------
Dennis Leatherby has been promoted to executive vice president
and chief financial officer of Tyson Foods, Inc.

In his new position, Mr. Leatherby will report directly to Tyson
President and CEO Richard L. Bond, and will oversee the
company's
worldwide finance and accounting functions. This includes
representing Tyson on financial matters involving investors,
auditors and financial regulatory entities.

Mr. Leatherby, who is 48 years old, brings more than 25 years of
finance experience to the job, including more than 18 years with
Tyson. After working in the banking industry for just over seven
years, he joined Tyson Foods in 1990 as assistant treasurer. He
has since held several other finance-related management
positions in the company, most recently serving as Tyson's
senior vice president of finance and treasurer. He has played an
active role in Tyson acquisitions, has been a lead contact with
ratings agencies and banks and has also previously served as
Tyson's interim chief financial officer.

"[Mr. Leatherby] has clearly demonstrated he has the skills and
leadership abilities to handle this important position in the
company," Mr. Bond said. "We look forward to his involvement and
input in a wide range of areas, from strategic planning and
acquisitions to our relationship with banks and investors."

A native of Overland Park, Kansas, Mr. Leatherby has a degree in
finance and accounting from Kansas State University. He has
served on the local Salvation Army Advisory Board and currently
holds several leadership positions at his church.

Mr. Leatherby replaces Wade Miquelon, who has accepted the
position of chief financial officer for Walgreens.

Headquartered 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 on April 7, 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.


VISTEON CORP: Closes US$344 Mil. Offer of 8.25% Notes due 2010
--------------------------------------------------------------
Visteon Corporation disclosed the expiration of its tender offer
for up to US$344,000,000 in aggregate principal amount of its
8.25% notes due August 2010 and contemporaneous pricing of
US$206,386,000 in aggregate principal amount of new 12.25%
senior notes due 2016.

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Visteon Corporation commenced a tender offer for
up to US$344 million of its 8.25% notes due August 2010.

Visteon received tenders through the Automated Tender Offer
Program from Eligible Holders of approximately 77.10% or
US$424,029,000 of the US$550,000,000 of the aggregate principal
amount of its 8.25% Senior Notes due 2010 as of 11:59 p.m., New
York City time, on June 16, 2008.

The Tender Offer was made upon the terms and subject to
conditions set forth in the offer to purchase and the related
letter of
transmittal, each dated May 19, 2008.  Pursuant to the terms and
conditions, in addition to tendering through ATOP, each Eligible
Holder was required to send a validly completed and executed
letter of transmittal to the Depositary.

The New Notes are senior unsecured obligations of Visteon
Corporation and will be guaranteed by certain of its U.S.
subsidiaries.  The New Notes mature on Dec. 31, 2016, and will
bear interest at a rate per annum equal to 12.25%.

The New Notes include a put option pursuant to which a holder
can require Visteon to repurchase all or a portion of such
holder's
New Notes on Dec. 31, 2013, at 100% of the principal amount
thereof plus accrued and unpaid interest to such date.

All or a portion of the New Notes can be redeemed by Visteon: a)
prior to Dec. 31, 2013, at par plus a make-whole premium; and b)
on or after Dec. 31, 2013, at specified redemption prices, plus
in each case accrued and unpaid interest, including, if
applicable, liquidated damages on the principal amount of New
Notes being redeemed.  The notes were issued at a price of
91.621 to yield 14.50%.

Visteon has satisfied all of the conditions to the Tender Offer
and has accepted for purchase Old Notes on a pro rata basis with
a pro ration factor of approximately 81.14%.  Visteon has made
the corresponding reductions to the amount of New Notes required
to be purchased by each Eligible Holder in accordance with the
terms of the offer to purchase.  The settlement date for both
the Tender Offer and the offering of the New Notes was expected
on June 18, 2008.  There was no update on the settlement as of
press time.

Each Eligible Holder who tendered Old Notes in the Tender Offer
was required, as a condition to such Eligible Holder's
participation in the Tender Offer, to purchase a principal
amount of Visteon's New Notes equal to 60% of the aggregate
principal amount of Old Notes purchased from such Eligible
Holder pursuant to the Tender Offer.

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

The total consideration for each US$1,000 principal amount of
Old Notes validly tendered and not validly withdrawn prior to
Early Tender Deadline is US$978.30, which includes an early
tender payment of US$40 per US$1,000 principal amount of Old
Notes tendered.

Only Eligible Holders who validly tendered and did not validly
withdraw Old Notes and committed to purchase the applicable
amount of New Notes on or prior to Early Tender Deadline are
eligible to receive the Total Consideration for the Notes
purchased in the Tender Offer.

Eligible Holders who validly tendered their Old Notes and
committed to purchase the applicable amount of New Notes after
the Early Tender Date and on or prior to the Expiration Date
will be eligible to receive an amount, paid in cash, equal to
the Total Consideration less the US$40 Early Tender Payment per
US$1,000 principal amount of Old Notes tendered.

                    About Visteon Corporation

Headquartered in Van Buren Township, Michigan, Visteon
Corporation (NYSE: VC) -- http://www.visteon.com/-- is an
automotive supplier that designs, engineers and manufactures
innovative climate, interior, electronic and lighting products
for vehicle manufacturers, and also provides a range of products
and services to aftermarket customers.  The company also has
corporate offices in Shanghai, China; and Kerpen, Germany; the
company has facilities in 26 countries and employs approximately
40,000 people.

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

                           *     *     *

Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer.  The ratings cover approximately
US$2.8 billion in debt.  The rating outlook is negative.



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

FOSTER WHEELER: Madrid Unit Bags SNC-Lavalin Contract
-----------------------------------------------------
Foster Wheeler Ltd.'s Madrid-based subsidiary Foster Wheeler
Iberia, S.A.U., part of its Global Engineering and Construction
Group, has been awarded a contract by the Canadian company, SNC-
Lavalin Services Limited, for part of the front-end engineering
design (FEED) of a new liquefied natural gas regasification
terminal in Swinoujscie, Poland, to be owned by Polskie LNG SP.
z.o.o.

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

"We are delighted to have been selected by SNC-Lavalin to be a
participant in the FEED for this gas-related project that Foster
Wheeler has won in Poland.  This latest LNG award further
confirms Foster Wheeler Iberia's position as one of the leading
engineering companies in the LNG field," said Jesus Cadenas,
chief executive officer of Foster Wheeler Iberia, S.A.U.  "Our
company is also currently involved in two LNG terminal projects
in Spain for Enagas, and we are proud of having participated in
most of the LNG terminals already in operation in Spain."

The initial regasification capacity of the Polish LNG terminal
will be 5.0 billion normal cubic meters per year of natural gas
and the facility is anticipated to include two LNG tanks, each
of 160,000 cubic meters capacity.  The FEED is expected to be
completed in the last quarter of 2008.

SNC-Lavalin is the main contractor for the FEED of the new
regasification terminal.

                       About Foster Wheeler

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

                           *     *     *

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

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



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

ATARI INC: Posts US$3.7 Mil. Net Loss in 4th Qtr. Ended March 31
----------------------------------------------------------------
Atari Inc. released last week results for its fourth quarter and
year ended March 31, 2008.

Net loss for the fourth quarter ended March 31, 2008, was
US$3.7 million, compared to net loss of US$61.7 million in the
year-earlier period.  Without restructuring charges, the net
loss for the fourth quarter ended March 31, 2008, would have
been a loss of US$1.8 million.

Net revenue for the fourth quarter ended March 31, 2008, was
US$15.3 million versus US$26.9 million in the comparable year-
earlier period.  Publishing net revenue was US$13.5 million,
versus US$25.8 million in the prior year, while distribution
revenue was US$1.8 million, versus US$1.1 million in the
comparable year-earlier period.

Net revenue for the year ended March 31, 2008, was US$80.1
million versus US$122.3 million in the comparable year-earlier
period. Publishing net revenue was US$69.8 million, versus
US$104.7 million in the prior year, while distribution revenue
was US$10.3 million, versus US$17.6 million in the comparable
year-earlier period.

Net loss for the year ended March 31, 2008 was US$23.6 million,
compared to net loss of US$69.7 million for fiscal 2007.
Without restructuring charges, the net loss for the year ended
March 31, 2008, would have been a loss of US$17.1 million.

The company expects to file its Annual Report on Form 10-K for
the year ended March 31, 2008, before the June 29, 2008
deadline.

At March 31, 2008, the company's consolidated balance sheet
showed US$42,819,000 in total assets, US$39,725,000 in total
liabilities, and US$3,094,000 in total stockholders' equity.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive
entertainment software in the U.S.  The company's 1,000+
published titles distributed by the company include hard-core,
genre-defining franchises such as Test Drive(R); and mass-market
and children's franchises such Dragon Ball Z(R).  Atari Inc. is
a majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.
Atari has offices in Brazil, the United Kingdom and Japan.

Atari Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
USUS$43.5 million in total assets and USUS$60.3 million in total
liabilities, resulting in a USUS$16.8 million total
stockholders'
deficit.


BANCO BRADESCO: Cia. Vale Denies Financing Package With Bank
------------------------------------------------------------
Companhia Vale do Rio Doce has denied it had arranged a
financing package with banks that included Banco Bradesco S.A.
for a possible acquisition, Dow Jones Newswires relates.

According to Brazilian news daily O Estado de Sao Paulo,
Companhia Vale gained the support of 10 banks to fund an
international acquisition.  The firm was lining up a potentially
huge funding package with:

          -- HSBC Holdings PLC,
          -- Banco Santander,
          -- BNP Paribas SA,
          -- Royal Bank of Scotland Group PLC,
          -- Citigroup,
          -- Credit Suisse Group,
          -- Banco Bradesco SA,
          -- Banco do Brasil SA,
          -- Credit Suisse Group, and
          -- Calyon.

Companhia Vale said, "At the moment, there are no negotiations
for the acquisition of companies and Vale has not discussed with
banks a package to finance any acquisition."

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

                         *     *     *

In February 2008,  Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco S.A.


BANCO DO BRASIL: Cia. Vale Denies Financing Package With Bank
-------------------------------------------------------------
Companhia Vale do Rio Doce has denied it had arranged a
financing package with banks that included Banco do Brasil SA
for a possible acquisition, Dow Jones Newswires relates.

According to Brazilian news daily O Estado de Sao Paulo,
Companhia Vale gained the support of 10 banks to fund an
international acquisition.  The firm was lining up a potentially
huge funding package with:

          -- HSBC Holdings PLC,
          -- Banco Santander,
          -- BNP Paribas SA,
          -- Royal Bank of Scotland Group PLC,
          -- Citigroup,
          -- Credit Suisse Group,
          -- Banco Bradesco SA,
          -- Banco do Brasil SA,
          -- Credit Suisse Group, and
          -- Calyon.

Companhia Vale said, "At the moment, there are no negotiations
for the acquisition of companies and Vale has not discussed with
banks a package to finance any acquisition."

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

                        *     *     *

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


BANCO IBI: S&P Affirms Counterparty Credit Rating at BB-/B
----------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB-/B'
counterparty credit rating on Banco Ibi S.A. Banco Multiplo.
S&P also affirmed its 'brA-/brA-2' national scale rating on the
bank.  The outlook was revised to negative from stable.

"The negative outlook reflects the deterioration of Ibi's asset
quality indicators, which affected the bank's profitability.
The deterioration in credit metrics followed the bank's
aggressive growth campaign started in June 2007, and its
decision to loosen credit standards at the time, which resulted
in high delinquency in its portfolio and claims for higher
provisioning," said S&P's credit analyst Marcelo Peixoto.

The ratings on Banco Ibi reflect the high credit risk of the
bank's portfolio and what S&P sees as greater risk appetite; the
low level of capitalization related to the bank's level of risk;
and the very competitive environment in Brazil.  These risk
factors are offset by the bank's expertise and long track record
in providing services and credit operations to low-income
clients; the benefits from marketing to related company in the
retail apparel industry, C&A's clients; good access to both
domestic and international funding; and a capable management
team that S&P believes will be able to lessen the bank's credit
problems.

With total assets of BRL5.3 billion as of March 2008, Banco Ibi
is a niche bank that provides services and credit operations to
low-income clients, primarily C&A's clients, and to a lesser
extent, those generated from the bank's own branch network and
partnerships.  It holds roughly 13% of the Brazilian private
label market and 8% of the credit card market as of March 2008,
benefiting from C&A's customer base and the strong consumer
demand in Brazil.

The negative outlook reflects the Banco Ibi's worsening loan
portfolio, which has strongly affected the bank's asset quality
and profitability ratios.  S&P will review the performance of
the bank's credit portfolio in the next few quarters and could
lower the ratings if the bank cannot show a consistent
improvement in asset quality ratios, indicating that it was not
able to improve its risk management standards and financial
targets despite the credit-tightening measures already adopted.
On the other hand, S&P could revise the outlook to stable if
there is a substantial recovery of asset quality indicators --
back to more historical levels of 15% -- and an improvement in
profitability and capitalization.

Headquartered in Barueri, Sao Paulo, Brazil, Banco Ibi S.A.
Banco Multiplo -- http://www.ibi.com.br-- was established in
2001 and is the financial arm of financial solutions for C&A
Group of Netherlands.  The bank is present throughout Brazil,
and countries such as Argentina and Mexico.  As of December
2007, the bank's total assets amounted to BRL5.8 billion
(US$3.3 billion) and its equity was BRL650 million (US$367
million).


BANCO NACIONAL: Loan Demands Remain Strong, President Says
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA
President Luciano Coutinho said in a seminar on June 17, that
while market interest rates do not match the Long-Term Interest
Rate (TJLP), the demand for loans in BNDES will remain strong.

The seminar, "Financiamento de Longo Prazo e Bancos de
Desenvolvimento" (Long-term Financing and Development Banks) is
part of BNDES' 56th anniversary week and attended by:

   * the former minister Delfim Netto;
   * the former President Arminio Fraga; and
   * the former Chief Officer of IEDI, Julio Gomes de Almeida.

Vis-a-vis the relative shortage of funds from FAT/TJLP, BNDES
has been adopting a selective policy of funding and increasing
the marginal cost of credits granted by the Bank.  "We are
making our best efforts to provide clear priorities within the
three most important goals that correspond to an essential
mission of the Bank: buildup of new industrial capacities and
new infrastructure, especially in terms of energy; and
innovation, which is essential to increase productivity and cut
down on costs", Mr. Coutinho said.

The projects not listed in the three priorities will be served
with increasing credit installments in currency basket or IPCA
(Extended Consumer Price Index), forming a diversified
portfolio.

BNDES' President also stated that the current increasing trend
of Selic rate (which controls market interest rates) may delay
the convergence process of long-term interest rates with TJLP.
In that matter, a considerable challenge must be tackled not to
place the country's investment cycle at risk.

"This process makes us think that we should pursue a more
inventive agenda to encourage the capital market, through Credit
Right Funds (Fdics) and securitization mechanisms to help fill
gaps.  Similarly, public banks must make an additional effort to
get more funds while the interest rates do not drop", BNDES
President said.

Even so, Coutinho expects declines in bank spreads due to strong
competition in the banking system for credit.

Higher investments – In the same seminar, BNDES Economic
Research superintendent (APE), Ernani Torres, stated that
investments in Brazilian economy has been growing dramatically
since 2005.  For over 12 quarters in a row, the growing speed
has been higher than the GDP and the APE's survey estimates
point out a 11.8% p.a. growth for investments between 2008 and
2011.

APE's team perspectives for investments were based on 70% of
investments to be made in industry and infrastructure in the
period analyzed.  The result delivered shows a 10.7% boost in
investments in housing construction, 13.2% in infrastructure and
12.4% in the industry, between 2008 and 2011.

"The ongoing investment process will put pressure on a strong
demand for long-term funding", Mr. Torres said.  Therefore,
along with investment increase forecasts, Mr. Torres showed a
panel of the current credit market in Brazil.  Summing up,
investments in the industry and infrastructure are still made
through long-term financing based on self-financing of companies
and funds of BNDES.

In the private sector, Brazilian companies three-folded their
self-financing between 2004 and 2007.  "Our companies now are
more capitalized and prepared to get market opportunities", Mr.
Torres said.

In the same period, primary issues of stocks increased by eight-
fold and total issues, including the secondary ones, reached, in
2007 alone, BRL67.3 billion, much higher than BRL27 billion of
2006.

The debenture market has also burgeoned in recent years.
However, in spite of the massive development, Mr. Torres said
that tight constraints are still in place, once most of them
refer to operations made by leasing companies.

Out of BRL32 bi of debentures issued from January to May 2008,
BRL31 bi come leasing operations.  Apart from such operations,
the number of issuers was only 35 in 2007.

In his analysis, Mr. Ernani showed that the stocks market still
depends on external investors and keeps on focused on some
sectors, although it has contributed to broaden the capital base
of companies.

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 Keeps BB- Long-Term Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB-' long-
term counterparty credit rating on Banco Pine S.A.  The outlook
is stable.

"The rating on Banco Pine incorporates the risks of a midsize
bank operating in the competitive segments of middle-market
lending and payroll-discount lending to individuals; the
challenge of maintaining stable and diversified funding; and the
relative concentration of assets inherent to the bank's business
strategy of focusing on larger middle-market companies.  The
rating benefits from the bank's consistent track record in its
core business with adequate credit risk management, conservative
liquidity, and adequate profitability," said S&P's credit
analyst Marcelo Peixoto.

Banco Pine is a family-owned bank with consolidated total assets
of BRL5.9 billion in March 2008.  The bank focuses on secured
lending to midsize companies and provides payroll-discount
lending to retirees and civil servants, which S&P believes is
still high-margin businesses even though both lines are facing
fiercer and increasing competition from niche banks and from
large retail banks.  S&P believes competition will continue to
put pressure on intermediation margins in the medium term, which
could affect the bank's profitability.

Other business lines that are growing in importance in the bank
are the on-lending of Brazilian National Development Bank
(BNDES), rendering guarantees to larger corporations, and trade
finance operations.  These products target Banco Pine's
customers that do businesses with large corporations and aim to
serve these companies in all aspects of their businesses.

The stable outlook on Banco Pine reflects growth prospects
mainly in the middle-market segment, as well as the bank's
efforts to search for more funding alternatives to support its
growth.  However, it also incorporates the challenges posed by a
competitive market and pressured margin scenario.  S&P expects
the bank to maintain current asset quality and profitability
levels, as well as prudent liquidity management with more stable
and diversified funding sources.  S&P may raise the ratings or
revise the outlook to positive if growth opportunities translate
into increased scale of operations and the bank maintains good
asset quality indicators and profitability ratios.

Conversely, S&P may revise the outlook to negative or lower the
ratings if there is a significant deterioration in asset quality
that affects profitability, if liquidity deteriorates due to
funding difficulties, or if capitalization becomes tight in the
short to medium term.

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: Messrs. Cioffi & Tannin Indicted on Fraud Charges
---------------------------------------------------------------
An indictment was unsealed Thursday morning in federal court in
Brooklyn, New York, charging Ralph Cioffi, 52, the founder and
senior portfolio manager of two Bear Stearns hedge funds, and
Matthew Tannin, 46, a portfolio manager of the funds, with
conspiracy, securities fraud, and wire fraud, the U.S.
Department of Justice said in a press release.

As reported in the Troubled Company Reporter on June 18, 2008,
federal prosecutors are preparing to file criminal charges
against the Bear Stearns managers Messrs. Cioffi and Tannin, who
oversaw two Bear Stearns hedge funds that have recently
collapsed.

The DOJ release said that Mr. Cioffi was also charged with
insider trading.  The defendants are scheduled to be arraigned
later today before United States Magistrate Judge Steven M.
Gold, at the U.S. Courthouse, 225 Cadman Plaza East in Brooklyn.
The case has been assigned to United States District Judge
Frederic Block.

The charges were announced by Benton J. Campbell, United States
Attorney for the Eastern District of New York, and Mark J.
Mershon, Assistant Director-in-Charge of the Federal Bureau of
Investigation, New York Field Division.

According to the indictment, CIOFFI created the Bear Stearns
High Grade Structured Credit Strategies Fund in 2003 and the
Bear Stearns High Grade Structured Credit Strategies Enhanced
Fund in 2006.  The indictment alleges that the defendants
marketed the Funds as a low risk strategy that invested
primarily in high grade debt securities, such as AAA and AA
rated tranches, or pieces, of collateralized debt obligations.
CDOs are securities backed by a pool of debt securities, such as
mortgages. Both funds utilized leverage, by borrowing capital
from Wall Street lenders with the hope of earning a higher rate
of return on their investments than the costs of the loans.  By
the late summer of 2006, the Funds held about US$1.4 billion of
investor funds under management.

The indictment alleges that by March 2007, the defendants
believed that the Funds were in grave condition and at risk of
collapse. However, rather than alerting the Funds' investors and
creditors to the bleak prospects of the Funds and facilitating
an orderly wind-down, the defendants made misrepresentations to
stave off withdrawal of investor funds and increased margin
calls from creditors in the ultimately futile hope that the
Funds' prospects would improve and that the defendants' incomes
and reputations would remain intact.  The subsequent collapse of
the Funds during the summer of 2007 resulted in losses to
investors totaling more than US$1 billion.

              The Funds' Declining Financial Prospects

Throughout the spring of 2007, the defendants and other Fund
employees privately acknowledged the Funds' declining financial
prospects. According to the indictment, CIOFFI told another Fund
employee that he feared the current state of the CDO markets and
saw a long term meltdown on the horizon.

Similarly, in an April communication to Messrs. Cioffi and
Tannin stated,

"[T]he subprime market looks pretty damn ugly . . .. If we
believe [our internal modeling] is ANYWHERE CLOSE to accurate I
think we should close the funds now.  The reason for this is
that if [our internal modeling] is correct then the entire
subprime market is toast . . .. If AAA bonds are systematically
downgraded then there is simply no way for us to make money --
ever." (Emphasis in original)

Notwithstanding their views to the contrary, the defendants led
investors and creditors to believe that, despite the challenges
presented in the market, the Funds would continue to generate an
increasing net asset value, the DOJ said.

           The Defendants' Own Investments in the Funds

As alleged in the indictment, in the hedge fund industry, the
fact that fund managers had their personal money in the funds
they managed was critically important to investors, the DOJ
release said.  Personal investment, or "skin in the game,"
established a manager's faith in his fund and aligned the
interests of managers with investors.  However, the indictment
charges that the defendants misled investors about the true
nature of their investments in the Funds.  Specifically:

   -- Throughout March 2007, Mr. Tannin repeatedly told
      investors and Bear Stearns brokers responsible for selling
      the Funds that he believed that the market presented a
      buying opportunity and that he was adding to his
      investment in the Funds.  In one instance, Mr. Tannin told
      an investor, "[w]e are seeing opportunities now . . . I am
      adding capital to the Fund.  If you guys are in a position
      to do the same I think . . . this is a good opportunity."
      In fact, Mr. Tannin never invested more of his own money
      in the Funds.

   -- At the same time, while he was touting the prospects of
      the Funds, Mr. Cioffi transferred US$2 million of his
      about US$6 million investment in the Enhanced Fund to
      another Bear Stearns hedge fund for which he had
      supervisory responsibilities.  This latter fund had
      recently experienced returns far superior to either the
      High Grade or Enhanced Funds.  He never told investors he
      made this transfer and continued falsely to represent to
      investors that he held about US$6 million in the Enhanced
      Fund.

The indictment charges Mr. Cioffi with one count of insider
trading based on this US$2 million redemption.

         Misrepresentations Regarding Investor Redemptions

The amount of investor redemptions, or requests to withdraw
funds, is significant to other investors in a hedge fund.  A
relatively large amount of pending redemptions may indicate a
loss of investor confidence in the fund.  A fund facing large
redemption requests runs the risk of reducing liquidity and of
being forced to sell assets at unfavorable prices to raise cash,
thus diminishing the value of the remaining investors' stake in
the fund.

During an April 2007 conference call with investors -- following
his acknowledgment of the importance of investors knowing the
status of redemptions -- Mr. Cioffi falsely represented that the
Funds "only have a couple million of redemptions for the June 30
date," when he knew of approximately US$47 million in total
redemption requests for that date.  Mr. Cioffi also omitted any
reference to US$67 million in redemption requests scheduled for
April 30, 2007 and May 31, 2007.  According to the indictment,
Mr. Tannin also made misrepresentations concerning redemptions
to a creditor of the Funds.

                          The Missing Notes

The indictment alleges that Mr. Tannin's tablet computer, on
which he took notes during 2007, and Mr. Cioffi's notebook, in
which he had made handwritten notes during the spring of 2007,
both went missing after the United States Securities & Exchange
Commission requested the production of documents and materials
as part of its investigation of the collapse of the funds in the
summer of 2007.

"Hedge fund investors, like all investors in our national
markets, are entitled to rely on those to whom they entrust
their investment dollars," stated United States Attorney
Campbell.  "Honesty and fair dealing are at the foundation of
this relationship of trust and confidence.  These defendants
chose to breach that trust, and they will now be held to
account."  Mr. Campbell expressed his grateful appreciation to
the Federal Bureau of Investigation and the United States
Securities & Exchange for their assistance.  Mr. Cambpell added
that the investigation is continuing.

FBI Assistant Director-in-Charge Mershon stated, "[i]nvesting in
hedge funds entails certain market risks, but investors don't
assume the risk that fund managers will misrepresent facts.  A
fund can perform poorly and lose investor capital as a result of
bad management, but losing investors' money isn't the crime.
The crime is in misrepresenting the vitality of the fund, as
these defendants surely did."

If convicted of securities fraud, Messrs. Cioffi and Tannin face
maximum sentences of 20 years of imprisonment.  If convicted of
conspiracy, they each face a maximum sentence of five years.

The United States Attorney for the Eastern District of New York
is a member of the Corporate Fraud Task Force, a multi-agency
group formed by President Bush in July 2002 to restore public
and investor confidence in America's corporations following a
number of major corporate scandals.  In the past five years, the
task force has yielded more than 1,200 corporate fraud
convictions.

The United States Securities & Exchange Commission announced
today that it has filed civil charges against both Messrs.
Cioffi and Tannin.

The government's criminal case is being prosecuted by Assistant
United States Attorneys Sean Patrick Casey, John A. Nathanson,
James Gatta, and Patrick Sean Sinclair.

                        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.

The TCR-LA reported that Bear Stearns stockholders approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.  Approximately 84% of
shares voted were in favor of the merger,  representing a
substantial majority of Bear Stearns' outstanding common stock.
The Wall Street Journal reports that the value of the
transaction  is about US$1.4 billion, a large difference from
the US$25 billion market capitalization value in early 2007
before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to
receive 0.21753 shares of JPMorgan Chase common stock and Bear
Stearns will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

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

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


BRASIL TELECOM: New Firm With Tele Norte May Face High Costs
------------------------------------------------------------
Bloomberg News reports that rule changes in the Brazilian
telecommunications law would cause high costs for the new firm
that will be formed through Tele Norte Leste Participacoes
S.A.'s acquisition of Brasil Telecom Participacoes S.A.

As reported in the Troubled Company Reporter-Latin America on
June 20, 2008, Brazilian telecommunications regulatory agency
Anatel may set additional conditions for the approval of Tele
Norte's acquisition of Brasil Telecom.  Anatel had authorized
the revision of the telecoms law that will allow Tele Norte to
proceed with its acquisition of Brasil Telecom.  Anatel already
proposed that the company operate its broadband and fixed-line
telephone services separately.  The regulator may also limit the
new firm's operations in certain
areas.

"The proposed rule changes by Brazilian telecommunications
regulator that demand that phone firms separate their voice and
broadband services lacks support from the government, telecoms
and the lawmakers involved in the sector and will be heavily
criticized during the public review period," Bloomberg states,
citing Fator Corretora analyst Jacqueline Lison.

Headquartered in Brasilia, Brasil Telecom S.A. --
http://www.brasiltelecom.com.br-- is an integrated
telecommunications company operating in nine states in the
southern, mid-western and northern regions of Brazil.  In 2007,
the company reported consolidated net revenues of
BRL11.1 billion.

                        *     *     *

In April 2008, Moody's Investors Service continues to review
Brasil Telecom SA's Ba1 rating for possible upgrade after the
announced acquisition of Brasil Telecom Participacoes SA by Tele
Norte Leste Participacoes SA.


CIA. DE SANEAMENTO: Inks Partnership Pact for Treatment Plant
-------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo's
President Gesner Oliveira told Business News Americas that the
firm has signed a public-private partnership or PPP contract for
the improvement of a water treatment plant in Taiacupeba.

As reported in the Troubled Company Reporter-Latin America on
June 13, 2008, Companhia de Saneamento canceled the signing of
the PPP contract for the Taiacupeba water treatment plant.  The
signing was set for June 11.  The contract was for the launching
of Sao Paulo's second and Sabesp's first PPP.  The consortium
Aguas de Sao Paulo presented the winning proposal to Sabesp.
The consortium includes the firms Cab Ambiental and Galvao
Engenharia.

According to BNamericas, the signing of the contract was
postponed earlier due to the consortium SPE Tiete's request for
more information on the bid results from Companhia de Senamento.
SPE Tiete is comprised of Queiroz Galvao and OAS.

BNamericas notes that the water treatment plant is part of the
Alto do Tiete complex.

Companhia de Saneamento Basico do Estado de Sao Paulo, a.k.a.
Sabesp (Bovespa: SBSP3; NYSE: SBS) -- http://www.sabesp.com.br
-- is one of the largest water and sewage service providers in
the world based on the population served in 2005.  It operates
water and sewage systems in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


COMPANHIA ENERGETICA: Zacks Investment Keeps Buy Recommendation
---------------------------------------------------------------
Zacks Investment Research has maintained its "Buy"
recommendation on Companhia Energetica de Minas Gerais aka
CEMIG, as the company reported slightly better-than-expected
results for the first quarter.  The short-to-medium term outlook
remains promising as demand for electricity in Brazil keeps
growing.

Zacks Investment still have a positive outlook for the Brazilian
economic environment in the short term, despite a less benign
monetary policy.  It believes that the tariff correction next
year will be encouraging.  CEMIG has a solid dividend payout and
an attractive valuation.

According to Zacks Investment, CEMIG has a strong balance sheet,
top-notch operational efficiency, and a good commercial
position.  Based on higher productivity and a lower cost of
capital, Brazilian government agency for electric utilities
Aneel proposed a tariff reduction for CEMIG as high as 12.24%
from April 8, 2008.  Zacks Investment believes the negative news
is incorporated into its stock price.  Tariff correction for
2009 is expected to be very high since the correction will be
made on the basis of the IGP or Brazilian Producer Price Index-
PPI, which is expected to reach at least 10% in 2008.

CEMIG has implemented an aggressive expansion plan, including
some important acquisitions and investments for the short-to-
medium term.  Zacks Investment said that CEMIG is well-
positioned for a consolidation process and will certainly become
a major national player in the Brazilian electric utility
business.  CEMIG has an attractive valuation and a high dividend
yield.

At current levels, CEMIG's American depositary receipts are
trading at 10.8 times Zacks Investment's earnings estimates for
this year, well below the industry average.  Zacks Investment
sees a considerable upside potential in the stock.  Zacks
Investment used an earnings multiple of around 13 times its 2008
earnings per share, closer to the industry median.  Target price
is US$28.75 per share.

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

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

                          *     *     *

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


ENERGIAS DO BRASIL: Will Give Up Stake in Empresa Energetica
------------------------------------------------------------
Energias do Brasil S.A. will give up its stake in Empresa
Energetica do Mato Grosso do Sul S.A. for Grupo Rede's stakes in
Rede Lajeado Energia, Rede Lajeado, Investco, and Tocantins
Energia.

Anabela Reis and Joao Lima at Bloomberg News reports that
Energias do Brasil agreed to swap Brazilian assets with Grupo
Rede as it seeks to generate more electricity in the country.
Energias do Brasil, in exchange, will get interests in firms
that included Investco, the operator of a Lajedo hydro plant in
Tocantins.

Thomson Financial relates Energias do Brasil wants control of
the Lajedo plant.  Energias do Brasil will be able to increase
its stake in Investco to 73% from 27.65% after the asset swap,
if other shareholders don't exercise their pre-emption rights on
the Lajedo plant operator.  According to Energias do Brasil, the
increase in its Invesco stake would give it the right to 73% of
the production of the 902-megawatt hydro-electric plant.  The
asset swap is yet to be authorized by Brazilian electricity
regulator Aneel, Energias do Brasil added.

Increasing Energias do Brasil's holdings in generation will
boost its asset portfolio, Bloomberg states, citing Raymond
James & Associates Inc. analysts.

According to Bloomberg, Energias do Brasil's parent Energias de
Portugal, a.k.a. EDP, wants to produce more power from dams and
wind to meet increasing demand while emitting less carbon
dioxide.  EDP said that the Lajeado dam in Tocantins has an
installed capacity of 902.5 megawatts and a concession period
that runs through December 2032.

Energias do Brasil S.A. is an integrated utility group
controlled by Energias de Portugal, with activities in
generation, distribution and commercialization of electricity.
Its power distribution subsdiaries Bandeirante, Escelsa and
Enersul represent altogether some 64% of consolidated total
assets, while the power generation assets represent some 31%.

                          *     *     *

In May 2007, Moody's Investors Service placed a Ba2 long-term
corporate family rating on Energias do Brasil.


GOL LINHAS: Fitch Drops Local & Foreign Currency IDRs to BB
-----------------------------------------------------------
Fitch Ratings has downgraded these credit ratings of Gol Linhas
Aereas Inteligentes SA:

  -- Foreign and Local Currency long-term Issuer Default Ratings
     to 'BB' from 'BB+';

  -- US$200 million of perpetual notes to 'BB' from 'BB+;

  -- US$200 million seniors note due to 2017 to 'BB' from 'BB+;

  -- Long-term National rating to 'A+(bra)' from 'AA-(bra).

The rating outlook has been revised to negative.

The company ratings downgrades reflect the deterioration of the
company's credit profile, as well as the reduction in its
historical solid liquidity position.  The Brazilian airline
sector problems experienced in 2007 coupled with competition,
losses from recently acquired VRG Linhas Aereas SA and rising
fuel prices have resulted in negative pressure in GOL's
performance.  The negative outlook reflects Fitch's concerns
regarding the challenges that the company is expected to face in
the near-term to turn VRG into a positive cash flow generator
while implementing countermeasures to mitigate cost pressures
due to higher oil prices.

In order to maintain its current ratings, the company will need
to improve its operating performance and improve its
profitability in order to more adequately align the company's
credit ratios with that of the rating category.

The company's current ratings contemplate Fitch's expectation
that the company will continue to maintain a competitive cost
structure vis-a-vis the global industry and its significant
market share position in the Brazilian airline sector.  The
ratings also incorporate the company's exposure to fuel cost
volatility and other industry-related risks, such as revenue
volatility, high correlation with the domestic economy, high
operating leverage and competitive threats.

Management's expectation of strengthening its business with the
acquisition of Varig has yet to materialize including to have
VRG achieve positive earnings.  Restrictions at Congonhas
Airport, lower than expected feeder traffic on long-haul
international route to Europe, high fuel prices, the lack of
approval from the Brazilian anti-trust authorities for the
integration of the two companies and the still ongoing
replacement of VRG's less fuel efficient 737-300s and 767-300s
with more efficient aircrafts frustrated management's initial
objectives at the time of the acquisition.

In 2008, the escalation of oil prices is expected to pressure
more intensely the cost structure of the airlines companies
globally and Brazil will not be an exception.  GOL's ability to
reduce fuel consumption through more efficient aircrafts,
operate efficient hedge instruments and pass-through higher
costs to customers will be the predominant factors for improved
profitability and credit metrics.  Now that the company reports
that VRG's CASK have recently reached the level of GOL's, for
the success of the operations acquired an increase in yields and
low factor will be key for VRG's profitability.

Recent measures taken by GOL Linhas in the strategic
repositioning of VRG Linhas, continued growth of demand in the
Brazilian airline sector and a more rational environment in
terms of competition could favor a moderate recovery in GOL's
profitability.  Margin recovery, increased cash generation,
preservation of liquidity and improvements in its main credit
metrics will be fundamental to avoid additional rating
downgrade.

During the past 15 months an imbalance between supply and demand
impacted consolidated GOL's load factors and the strong
competitive environment pressured its yields, translating to a
fall in margins and cash generation.  Besides the difficulties
faced by the global and Brazilian airline industry, the growth
in operations with the acquisition of VRG impacted substantially
GOL's historical profitability track-record.  In 2007, flight
delays, cancellations and restrictions in one of Brazil's most
important airports (Congonhas) restricted the company's ability
to maximize aircraft utilization and the advantages of operating
with a much interconnected air transportation network.  The
spread between RASK and CASK was a negative BRL0.1 in 2007 and
remained a negative BRL0.2 in the first quarter of 2008,
compared with a historic average of BRL4,1 up to 2006.

In 2007, cash generation measured by EBITDAR totaled BRL600
million compared with BRL985 million in 2006, while Funds From
Operations decreased to BRL21 million in 2007 versus BRL583
million in 2006.  GOL Linhas continued to report weak
performance during the first quarter of 2008.  For the 12 months
ended March 31, 2008, EBITDAR was BRL565 million and FFO was a
negative BRL80 million.  During this period, the company
reported EBITDAR margin of 10.2% compared with 12.1% in 2007 and
very robust figures of 25.9% and 29.5%, respectively in 2006 and
2005.

GOL's liquidity position has deteriorated somewhat in the last
18 months but remains satisfactory.  Cash and marketable
securities were equivalent to BRL1 billion at the end of March
2008, reaching 19% of its total revenue, compared with a
historical level close to 35%.  The company's liquidity position
still represents 2.5 times its short-term obligations.  Fitch
expects that GOL will preserve its liquidity at least close to
its current level in order to mitigate short-term risks and
sector volatility.  Managements considers that the company has
access to additionally liquidity with the discount of its large
receivables portfolio (BRL354 million), bank credit lines not
yet drawn (some BRL550 million), and the replacement of aircraft
prepayments with letters of credit.

The company's current credit metrics remain weak for the BB
rating category.  For the last-twelve-months ended March 31,
2008, the company recorded an adjusted total-debt-to-EBITDAR
ratio of 10.5, adjusted net debt-to-EBITDAR of 8.7.  At the end
of March, the company registered adjusted total debt of BRL5.9
billion, a growth of 92% compared to 2006 due to aircraft fleet
expansion.  Around BRL4.4 billion consists of aircraft lease
obligations.  The company's principal debts are perpetual bonds
(BRL345 million), bonds due 2017 (BRL388 million) and pre-
delivery deposits (BRL455 million).

GOL is a holding company that controls a low cost airline, GOL
Transportes Aereos S.A., and VRG, providing frequent service on
routes linking the main cities of Brazil and South America.  In
May 2008, GTA operated 78 Boeing 737 aircrafts with an average
age of 6.8 years, and VRG, 32 aircrafts (21 Boeing 737s and 11
Boeing 767 ) with an average age of 13 years.

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's
services include passenger, cargo, and charter services.  As of
March 20, 2006, Gol Linhas provided 440 daily flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.
The company was founded in 2001.

                       *     *      *

As reported in the Troubled Company Reporter-Latin America on
May 29, 2008, Moody's Investors Service has downgraded all debt
ratings of Gol Linhas Aereas Inteligentes S.A. including
corporate family rating to Ba3 from Ba2 and downgraded the
senior unsecured debt of Gol Finance to Ba3 from Ba2.  The
outlook has been changed to negative from stable.

As reported on July 25, 2007, Fitch Ratings affirmed the 'BB+'
foreign and local currency issuer default ratings of Gol Linhas
Aereas Inteligentes S.A.  Fitch also affirmed the outstanding
US$200 million perpetual bonds and US$200 million of senior
notes due 2017 at 'BB+' as well as the company's 'AA-' (bra)
national scale rating.  Fitch said the rating outlook is stable.


NET SERVICOS: Raises Loan With Banco Inbursa to US$200 Million
--------------------------------------------------------------
Net Servicos de Comunicacao S.A. has raised with Banco Inbursa,
a total amount of US$200,000,000, through loan agreement.  The
principal amount of this loan will be repayable in three annual
installments, with the final installment of principal due in
June 2019.

The loan bears interest rate at 7.875% per year.  Funds will be
used to finance the acquisition of the companies operating under
the BIGTV brand name, and the remaining funds will be invested
in the acceleration of Net Servicos' organic growth.

Headquartered in Sao Paulo, Brazil, Net Servicos de Comunicacao
SA -- http://nettv.globo.com/NETServ/us/empr/sobr_visao.jsp--
is the largest pay-television operator in Latin America.  The
company operates in 79 Brazilian cities, including Sao Paulo,
Rio de Janeiro, Belo Horizonte and Porto Alegre.  It is also the
leading provider of high-speed cable modem Internet access
through Net Virtua service.  Its advanced network of coaxial and
fiber-optic cable covers over 44,000 kilometers and passes
approximately 9 million homes.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 21, 2008, Moody's Investors Service assigned a Ba2 foreign
currency rating to the proposed up to US$200 million guaranteed
long term senior unsecured notes to be issued by Net Servicos de
Comunicacao S.A.  Moody's rating outlook is stable.


SADIA SA: S&P Lifts Long-Term Corporate Credit Rating to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services has raised its long-term
corporate credit rating on Brazilian food producer Sadia S.A. to
'BB+' from 'BB'.  The rating on the company's US$250 million
notes was also raised to 'BB+'.  The outlook is stable.  Sadia's
total debt outstanding at Dec. 31, 2007, was approximately
US$2 billion.

"The upgrade reflects the greater stability we expect for
Sadia's margins and cash-flow protection measures, as the
company reaps the benefits of its increased scale and more
efficient operations during the past few years; and the solid
fundamentals for demand domestically and abroad, which should
allow for greater pricing flexibility and make the company less
vulnerable to commodity prices," said S&P's credit analyst
Milena Zaniboni.

Sadia's margins have proved more resilient than those of its
international peers.  The upgrade also reflects the company's
more diversified production and sales mix.  Sadia is expanding
production capacity in high-growth regions in Brazil and
leveraging its brand name in key export destinations, such as
Russia and the Middle East.  This activity supports a richer
product mix and mitigates the risk of trade and sanitary
barriers.

The ratings on Sadia reflect the company's operations in the
highly volatile and competitive meat and food-processing
industries; some currency-mismatch risks associated with its
local-currency domestic revenues vis-a-vis a significant portion
of dollar-denominated costs and debt; the company's high gross
debt levels resulting from its significant financial arbitrage
position; and the implementation risks associated with its
significant capital budget for the next four years.  These
negative factors are balanced by Sadia's leading market position
in Brazil and its solid export capabilities and growing presence
of branded products in international markets; low-cost position
and resilient profitability levels compared to those of peers;
progressively more diversified product and client mix; and
sound liquidity position.

Sadia counts on a well-recognized brand name and value-added
product line in Brazil, but remains exposed to poultry and pork
prices and demand fluctuations, especially in its exports, where
product mix relies more on commodity products.  S&P believes
that the strong demand dynamic it expects for the local market
will support Sadia's business strategy of relying on processed
products (80% of domestic sales), and allow for greater pricing
flexibility.  The combination of strong demand globally, the
increase in purchasing power in Brazil, and the cost
competitiveness of Brazilian meat producers should support
relatively strong margins for Sadia despite the higher inflation
in Brazil and on grains.

The stable outlook reflects S&P's expectation that Sadia will be
able to maintain fairly stable EBITDA margins (close to 12%)
even with the expected spike in commodity prices given the
strong demand fundamentals globally.  These support Sadia's
strategy of increasing its export of processed products in
Brazil and abroad, resulting in greater pricing flexibility.  A
negative rating action would result from lower-than-projected
EBITDA margins for more than three quarters, showing that the
company is not as resilient as the ratings reflect, or if Sadia
loosens its financial targets (namely maximum net debt-to-EBITDA
ratio at 2.0).  S&P does not expect a positive change in the
ratings in the short to medium term.

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.


SHARPER IMAGE: Proposes Incentive Plan for Wind-Down Team
---------------------------------------------------------
After the Petition Date, the U.S. Bankruptcy Court for the
District of Delaware authorized the sale of substantially all of
the assets of The Sharper Image Corp. to a joint venture among
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.  The
Hilco/GB Joint Venture subsequently commenced the store closing
sales at the Debtor's stores.

John H. Strock, Esq., at Womble Carlyle Sandridge & Rice, PLLC,
in Wilmington, Delaware, tells the Court that the Debtor and the
Hilco/GB Joint Venture continue to work together to meet their
post-closing obligations.  The Debtor's obligations include its
provision for those administrative employees, which are
necessary
to manage store closing sales, maintain the corporate office
until the wind-down begins, and assist with the transfer of
assets and asset-related information.

Certain of the Administrative Employees have exclusive knowledge
and familiarity with asset-related information that must be
transferred to the Hilco/GB Joint Venture as part of the sale,
like the Debtor's intellectual property and its customer lists,
Mr. Strock says.  Loss of those Employees can result in the
Debtor's inability to quickly transfer information prior to the
wind-down, he adds.

In addition, the Debtor, in consultation with the Statutory
Creditors' Committee, has determined that a key group of five
employees are essential to a successful wind-down.  The five
employees are:

   * Rebecca L. Roedell, chief financial officer and executive
     vice-president;

   * Kevin Palmer, vice-president of finance and control;

   * Christy Reichert, accounts payable manager;

   * Jesusa Arcilla, assistant supervisor for sales audits; and

   * Rafael Rey, senior tax manager.

The Debtor selected the Wind-Down Team because of their
knowledge and first-hand familiarity with the company's business
operations.  However, in addition to their ordinary course
duties, the Wind-Down Team will assume additional
responsibilities related to the Wind-Down.

According to Mr. Strock, since the sale to the Hilco/GB Joint
Venture does not contemplate a reorganization of the Debtor's
retail business operations, it must focus on effectuating an
organized, efficient and expedited wind-down of the Chapter 11
case.  The Debtor determined that an incentive pay to the
Administrative Employees and the Wind-Down Team is required to
ensure that they are sufficiently motivated and adequately
compensated.  Mr. Strock asserts that absent the Incentive Plan,
the Administrative Employees and the Wind-Down Team may not
perform at their best levels, jeopardizing the value that might
accrue to the benefit of the Debtor and its stakeholders.

Mr. Strock notes that in order to receive any incentive pay
under the Incentive Plan, the Administrative Employees and the
Wind-Down Team will be required to execute a full release in
favor of the Debtor, including a waiver for any severance pay.

Mr. Strock maintains that the Incentive Plan is in the best
interests of the Debtor's estate and its stakeholders.  Pursuant
to Sections 105(a), 363(b), and 503 of the Bankruptcy Code, the
Incentive Plan should be approved, authorizing the Debtor to
pay:

    (i) US$695,000 in the aggregate to the Administrative
        Employees, in connection with the store closing sales;
        and

   (ii) US$435,000 in the aggregate to the Wind-Down Team, in
        connection with the wind-down of the Debtor's bankruptcy
        case.

Moreover, under the Incentive Plan, Ms. Roedell will receive
US$150,000, as an initial amount for managing the Debtor's
transition from the store closings to the wind-down.  Ms.
Roedell will be responsible for the inventory reconciliation
process, determining additional employment terminations,
attending omnibus hearings and other hearings as necessary, and
the closure of the operations and records used in the Retail
Business Operations.  Following a successful transition, Ms.
Roedell will be entitled to US$100,000, for managing the
Debtor's cash flow, coordinating the sale of remaining assets,
assisting its professionals in the development of a proposed
plan of liquidation, and supervising the claims reconciliation
process.

Mr. Strock assures the Court that the Incentive Plan is neither
a retention plan nor in the nature of severance.  The Debtor has
determined, in its reasonable business judgment, that the
Incentive Plan will motivate the Administrative Employees and
Wind-Down Team to perform at their highest and best levels
despite the expected effect that the closure of the Retail
Business Operations will have on employee morale.

Mr. Strock concedes that the total amounts of incentive pay
proposed is relatively modest compared to the significant cost
of recruiting, hiring and training replacement employees and
executives; the size of the Debtor's estate; and the importance
of the employees to the wind-down efforts.

The Debtor also seeks to file under seal unredacted exhibits and
supporting papers to the Motion.

The Debtor tells the Court that the exhibits contains highly
confidential and personal information regarding the employees
identified in the documents.  The interests of those individuals
in protecting their personal and private information
substantially outweighs the general public interest in public
disclosure of all case-related information, Mr. Strock says.

                      U.S. Trustee Responds

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asserts that the request to seal exhibits and supporting papers
is procedurally improper.  Ms. DeAngelis says that any party
seeking to file documents under seal must file a motion to that
effect.

Ms. DeAngelis notes that the documents to be filed under seal
"must be placed in a prominently marked envelope with a cover
sheet attached containing the caption, related docket number of
the motion to file under seal, title of the document to be filed
under seal and the legend 'DOCUMENTS TO BE KEPT UNDER SEAL' in
bold print."

Ms. DeAngelis reserves the right to be heard on the substance of
the Incentive Plan Motion.

                        Landlords Object

Davis Street Land Company of Tennessee, L.L.C., and Gardens SPE
II LLC oppose the Incentive Plan Motion, to the extent that
their administrative claims against the Debtor are not paid.

William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC,
in Wilmington, Delaware, relates that prior to the Petition
Date, the Debtor entered into separate non-residential property
leases with Davis and Gardens.  To date, the Debtor has not paid
the Landlords the stub rent for its obligations on the Leases.
Moreover, the Debtor has not indicated whether the Leases will
be assumed, assumed and assigned, or rejected.  The stub rent,
which continues to accrue under the Leases, is an administrative
expense of the Debtor's estate, Mr. Hazeltine maintains.

According to Mr. Hazeltine, the Landlords should not be required
to wait for the payment of their administrative claims while the
employees are paid currently.  Additionally, Mr. Hazeltine says
that the Incentive Plan Motion is unclear and should explicitly
state whether the employees are entitled to duplicative bonuses,
and that the Wind-Down Team's incentive is not an impermissible
management retention bonus.

                     About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Plan Filing Extension Motion Hearing Set June 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
rescheduled the hearing to consider the motion of The Sharper
Image Corp. to extend the exclusive plan proposal period to
June 24, 2008, at 2:00 p.m.  Objections are due on June 23.

By application of Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the United States Bankruptcy Court
for the District of Delaware, the Exclusive Plan Proposal Period
is automatically extended until the conclusion of the hearing.

The Debtors' exclusive period to file a plan expired on June 18,
2008.

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: To Delay Filing of 1st Quarter 2008 Report
---------------------------------------------------------
Rebecca L. Roedell, executive vice president and chief financial
officer of The Sharper Image Corp., informs the Securities and
Exchange Commission that the company will not be able to file
its quarterly report on Form 10-Q for the quarter ended
April 30, 2008, in a timely manner.

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

The company relates that on June 5, 2008, it consummated the
sale of substantially all of its assets to a joint venture of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.  The
company is in the process of liquidating its remaining assets
and winding down its operations.

Ms. Roedell discloses that Sharper Image did not file its Annual
Report on Form 10-K for the fiscal year ended January 31, 2008.

                         About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


TAM SA: Fitch Holds BB Rating on US$300MM Senior Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Foreign and Local Currency
Issuer Default Ratings of TAM S.A.  Fitch has also affirmed the
'BB' rating of its US$300 million senior unsecured notes due in
2017 as well as the company's 'A+(bra)' national scale rating
and its first debentures issuance of BRL500 million.  The rating
outlook has been revised to negative from stable.

The outlook revision reflects Fitch's concerns regarding the
challenges that the company is expected to face in 2008 to
improve its operating performance.  The unprecedented rise in
crude oil over the last several months has and will continue to
put pressure on TAM's margins and cash flow generation capacity
throughout 2008.  The ability to restore profitability to prior
levels which should enable it to achieve credit ratios
consistent with the current rating category remain key in
maintaining credit quality.

The current sharp escalation of oil prices has imposed a direct
challenge to TAM's strategy to improve operational
profitability.  The pressure from fuel prices will be the
company's main challenge in 2008 and is expected to test TAM's
efficiency in reducing its operational costs.  In recent years,
the company has been successful in reducing costs, but was
unable to significantly increase profitability due to its quest
for market share and leadership in the Brazilian market.  In
2007, TAM's yield for the domestic market fell 19% compared with
2006.

The company's capacity to pass-through increased fuel costs to
its customers should prove challenging in 2008.  In Fitch's
opinion, the company should be able to offset around 40%-50% of
the fuel cost increase with hedging policy and fuel surcharge,
the remaining 50% will be offset with continued cost reductions
and fare increases.  For 2008, the company's strategy is to
reduce costs, excluding fuel, by 7% and increase yields by 7%
and 5% in the domestic and international markets, respectively.

Fitch believes that the company will need to go beyond these
levels mentioned above to restore its profitability and will
closely monitor the affect these market developments.  Fitch
expects that continued growth of demand in the Brazilian airline
sector, a more rational competitive environment and the
development of new international routes could favor the
company's strategy.  The second half of the year is
traditionally the most profitable and the period in which the
company will seek to increase fares.

TAM's financial profile and credit protection measures
deteriorated significantly in 2007 and are weak for the rating
category and the current capital structure is leveraged.  For
the 12 months ended March 2008, adjusted total-debt-to-EBITDAR
ratio was 7.3 times and adjusted net-debt-to-EBITDAR was 5.3,
compared with 7.0 and 4.9 and 3.7 and 2.3 respectively, in 2007
and 2006.  At the end of March 31, 2008, total balance sheet
debt was BRL2.2 billion, comprised of mainly long-term capital
leases and working capital lines.  Adjusted total debt,
including operating leases, was BRL8.3 billion.

Difficulties in the Brazilian air transportation sector
including infrastructure issues, competition, and the fatal
accident involving a TAM plane in July 2007, have also pressured
TAM's yields and load factors, translating to a drop in margins
and cash-flow generation.  For the 12 months ended March 2008,
EBITDAR margins fell to 13.4%, versus 14.9% at the end of 2007
and 23% in 2006. During the first quarter of 2008, RASK-CASK
spread diminished to BRL0.1 versus BRL0.6 in 2007 and BRL2.8 in
2006.  Cash-flow generation, measured by EBITDAR, totaled BRL1.2
billion compared with BRL1.7 billion in 2006, while Funds From
Operations reached BRL206 million in 2007 and BRL695 million in
2006.  For the 12 months ended March 31, 2008, EBITDAR totaled
BRL1.1 billion, while FFO was BRL358 million.

TAM's liquidity remains solid with BRL2.2 billion in cash and
marketable securities for the first quarter ending March 31,
2008.  The company's strategy is to maintain a minimum cash
position of around 3.0 monthly revenue (equivalent to about
BRL1.4 billion), to prevent against short-term refinancing and
sector volatility risks, as well as improving its position to
negotiate better conditions for lease contracts.  TAM's solid
financial profile and cash sources are expected to help mitigate
short-term risks and the volatility of the turbulent Brazilian
air transportation sector.

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.


TELE NORTE: New Firm With Brasil Telecom May Face High Costs
------------------------------------------------------------
Bloomberg News reports that rule changes in the Brazilian
telecommunications law would cause high costs for the new firm
that will be formed through Tele Norte Leste Participacoes
S.A.'s acquisition of Brasil Telecom Participacoes S.A.

As reported in the Troubled Company Reporter-Latin America on
June 20, 2008, Brazilian telecommunications regulatory agency
Anatel may set additional conditions for the approval of Tele
Norte's acquisition of Brasil Telecom.  Anatel had authorized
the revision of the telecoms law that will allow Tele Norte to
proceed with its acquisition of Brasil Telecom.  Anatel already
proposed that the company operate its broadband and fixed-line
telephone services separately.  The regulator may also limit the
new firm's operations in certain areas.

"The proposed rule changes by Brazilian telecommunications
regulator that demand that phone firms separate their voice and
broadband services lacks support from the government, telecoms
and the lawmakers involved in the sector and will be heavily
criticized during the public review period," Bloomberg states,
citing Fator Corretora analyst Jacqueline Lison.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes S.A. -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.

                        *     *     *

As reported on April 27, 2007, Standard & Poor's Ratings
Services placed on CreditWatch with negative implications the
'BB+' corporate credit rating on Tele Norte Leste Participacoes
S.A.  The creditwatch resulted from TmarPart's decision to buy
out its holding company's preferred shares.


UAL CORP: Wants ReGen's Cure Claim Immediately Disallowed
---------------------------------------------------------
ReGen Capital I, Inc. asserted that a cure claim held by AT&T
Corp. and assigned to ReGen must be paid by UAL Corporation and
its debtor-affiliates.  In response, the Debtors point out that
under their plan of reorganization, they have a unilateral right
to reject contracts, without paying anything, if they don't want
to pay the amount required to cure.

Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, informs the U.S. Bankruptcy Court for the Northern
District of Illinois that the Debtors have rejected the AT&T
contracts, making any litigation superfluous.  "Rejection of
all of the assumed AT&T prepetition contracts renders any
dispute regarding the cure claim moot," he says.

According to Mr. Slade, the Debtors believe that most if not all
of ReGen's claim for a real-dollar "cure" is baseless.  The
Debtors also know that completing the investigation will require
them to incur significant amounts of legal fees and a
substantial distraction of their business personnel, he adds.

In light of these, the Debtors ask the Court to disallow ReGen's
Cure Claim immediately.

                          ReGen Responds

ReGen contends that the Debtors cannot evade the payment of the
Cure Claim by arguing that they can now revoke their prior
assumption of the assumed contracts and instead reject them.
"The Plan does not provide for the revocation of the prior
assumption of executory contracts," Peter J. Roberts, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, in Chicago,
Illinois, argues.  "Rather, the plain language contained in the
Debtors' Plan permits only the post-assumption rejection of
assumed contracts."

Mr. Roberts points out that before resorting to their rejection
strategy, the Debtors had already admitted that they knew both
(i) the precise amount of ReGen's Claim as reflected in their
own books and records -- US$4,898,7283, and (ii) which
particular debtor owed it.

Mr. Roberts points out that it is undisputed that the Debtors
listed no less than 10 different contracts with AT&T.  There is
no evidence that AT&T provided any services to the Debtors
outside the scope of these written agreements, Mr. Roberts tells
Judge Wedoff.  Yet, the Debtors contend that all of the business
giving rise to ReGen's valid prepetition claim of nearly
US$4,900,000 was somehow unrelated to the underlying contracts
that the Debtors assumed through the Plan.

Moreover, the Debtors have not asserted that any of the
contracts it now seeks to reject actually remain executory.
Contracts that do not qualify as "executory contracts" cannot be
rejected, Mr. Roberts asserts.

          ReGen Insists Cure Amount Worth US$4,272,555

As reported by the Troubled Company Reporter on May 6, 2008,
ReGen Capital I, Inc., holds a cure claim against UAL and its
debtor-affiliates -- Claim No. 45042 -- as assignee of AT&T
Corp., which was party to 10 executory contracts that the
Debtors assumed under their confirmed Plan of Reorganization.

The Debtors have already stipulated to the allowed amount of the
Claim before they sought to assume the 10 contracts with AT&T,
but they never stated what amount they would have to pay in
connection with their assumption of the 10 executory contracts,
ReGen's attorney, Peter J. Roberts, Esq., at Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC, in Chicago, Illinois, relates.

                      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-Latin America on
June 3, 2008, Fitch Ratings has affirmed the Issuer Default
Ratings of UAL Corp. and its principal operating subsidiary
United Airlines Inc. at B-.


UAL CORP: Fails to Support Objections to Claims, MassPort Says
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates, Massachusetts Port
Authority, and Bank One Trust Company, NA, are parties to a loan
and trust agreement dated Nov. 15, 1999.

In compliance with the claims bar date, MassPort timely filed
two claims on May 9, 2003, one of which is Claim No. 45060,
James M. McArdle, Esq., at Scott & Kraus, L.L.C., in Chicago,
Illinois, stated.  The Claim is an unsecured claim for
US$1,870,502, asserting administrative fees that MassPort was
entitled to under the Trust Agreement, Mr. McArdle told the U.S.
Bankruptcy Court for the Northern District of Illinois.

In about early 2007, a representative of the Debtors and
MassPort agreed to reduce the Claim amount -- and eventually
resolve the Claim -- by applying a 13% to 14% discount rate, Mr.
McArdle explains.  However, discussions on the value of the
claim ceased when the Debtors' representative left his post.

Against this backdrop, MassPort asks the Court to overrule the
Debtors' Objection for failure to provide sufficient factual or
legal support for their allegations.

                       Debtors' Objections

The Debtors object to two claims on the grounds that the claims
are not reflected in the Debtors' books and records, and the
creditors have not supplied documentation that would support the
Debtors' liability.

Accordingly, the Debtors ask the Court to expunge the two No-
Liability Claims, aggregating US$3,579,302.  The Claims are:

   Claimant                            Claim No.         Amount
   --------                            ---------         ------
   Massachusetts Port Authority          45060     US$1,870,502
   Timothy Hafer                         33007        1,708,800

                      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-Latin America on
June 3, 2008, Fitch Ratings has affirmed the Issuer Default
Ratings of UAL Corp. and its principal operating subsidiary
United Airlines Inc. at B-.


* BRAZIL: Fitch Expects Difficult Outlooks for Global Airlines
--------------------------------------------------------------
Fitch Ratings has revised the outlook to negative on the ratings
of the two main Brazilian airlines, TAM S.A. and Gol Linhas
Aereas Inteligentes S.A.  Fitch expects the near-term outlook
for the global airlines sector to remain difficult, and the
Brazilian airline sector is no exception.

The negative outlook reflects Fitch's concerns regarding the
challenges the industry is expected to face in the near-term,
high jet fuel price being the predominant factor, which is
likely to delay improvements in their operating performance and
ability to restore profitability that would enable them to
achieve more adequate credit ratios for the current rating
category.

"Both airlines will need to concentrate on yield improvement,
tighter non-fuel cost controls, strict capacity discipline and
liquidity preservation," said Fitch analyst Debora Jalles.
"Fitch believes that the companies ability to restore yields and
load factors will be a fundamental factor for improving
profitability.  The unprecedented rise in crude oil over the
last several months will put increasing pressure on companies'
margins and cash flow generation capacity for the remainder of
the year.  The industry's capacity to pass-through higher costs
to its customers will be a predominant factor as hedge
operations and surcharges on international flights will be able
to compensate for less than half of the fuel price increase.
Until 2007, the run-up in oil prices were mostly compensated by
the appreciation of the local currency."

Uncertainty regarding the Brazilian airline industry recovery in
the near-term has grown.  Only a more rational environment in
terms of competition, where the principal players focus more on
profitability rather than market share, coupled with increased
demand, will enable the companies to limit the continued drop in
their operating margins.  "Fitch understands that continued
growth of demand in the Brazilian aviation sector could improve
these companies ability to pass-through cost increases by
raising fare prices, Fitch think the best time to do it is in
the third and fourth quarter of the year as demand is higher,"
said Fitch Director Revisson Bonfim.

The Brazilian air transportation sector experienced a structural
crisis at the end of 2006 and during most of 2007 due to the
strong growth of passenger flow, problems in air traffic
control, the lack of efficient government investments in
infrastructure and the operational model adopted by the leading
companies adding increased supply.  Airport bottlenecks pushed
flight cancellations and delays beyond acceptable levels,
impacting the performance of Brazilian companies.  Fitch
believes that the Brazilian industry could continue to face
infrastructure bottlenecks over the next few years, as effective
investment in the airports to increase relevant additional
capacity have not come on line yet.

As a result of the infrastructure crisis and the intense
competitive environment, the financial performance of all
Brazilian airlines deteriorated significantly.  From 2002 to
2006, the Brazilian market reported increasing profitability,
reflecting an efficient cost structure and high load factors,
despite a reduction in yields due to the aggressive competitive
environment.  However, in 2007, the industry faced great
challenges, including over supply capacity, regulatory measures
that restricted operations in Congonhas and the short-term
negative effects on demand due to accidents.  The cost structure
side was impacted by flight delays/cancellations and flight
restrictions at the main Brazilian Hub, which affected the
companies' strategy to maximize aircrafts and integrate flight
network.

The Brazilian airline market is controlled by a duopoly
comprised of TAM and GOL, which together represent a market
share around 93%.  In the past five years, the sector has shown
aggressive growth, with passenger traffic rising from 28 million
in 2004 to 44 million in 2007.



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

CABLE & WIRLESS: Launches "Gimme 5" bmobile Service
---------------------------------------------------
Cayman Net News reports that Cable & Wireless Ltd. has launched
new bmobile service Gimme 5.

According to Cayman Net, Gimme 5 allows Cable & Wireless'
bmobile prepaid subscribes with less than US$5 on their accounts
to request a US$5 advance credit by sending a text message "GM5"
to the short code number 126.  Gimme 5 users can access credit
by sending a text message, Cable & Wireless said.   Bmobile
prepaid subscribers can also access the service while roaming in
other Cable & Wireless bmobile nations throughout the Caribbean.

Cable & Wireless told Cayman Net that Gimme 5 is a discreet
transaction between the client and the firm.

"Sometimes it may be difficult to top up right when our
customers want to or need to, depending on their location and/or
the time of day.  This new credit facility from bmobile, Gimme 5
solves that issue and extends a helping hand from the company to
our customers who may run out of credit while at home in the
evening and simply want to finish a conversation.  It is also
for our customer who may be waiting for cash to pay for their
next top up but still need to keep connected.  This is our way
of further ensuring that we keep all of our customers
connected," the firm's Mobile Vice President David L. Smith told
Cayman Net.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries, with principal
operations in the Caribbean, Panama, Macau, Monaco and the
Channel Islands.  The Europe, Asia & U.S. business unit provides
enterprise and carrier solutions to the largest users of
telecoms services across the U.K., U.S., continental Europe and
Asia -- and wholesale broadband services in the U.K.  The
company also has operations in India, China, the Cayman Islands
and the Middle East.

                        *     *     *

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


RITCHIE BEECH: Proofs of Claim Filing Deadline is June 27
---------------------------------------------------------
Ritchie Beech Trading Ltd.'s creditors have until June 27, 2008,
to prove their claims to Avalon Management 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.

Ritchie Beech's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE CHINA: Deadline for Proofs of Claim Filing Is June 27
-------------------------------------------------------------
Ritchie China Macro Trading Ltd.'s creditors have until June 27,
2008, to prove their claims to Avalon Management 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.

Ritchie China's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE CT LTD: Proofs of Claim Filing Deadline Is June 27
----------------------------------------------------------
Ritchie CT Ltd.'s creditors have until June 27, 2008, to prove
their claims to Avalon Management 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.

Ritchie CT's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE ENERGY: Deadline for Proofs of Claim Filing Is June 27
--------------------------------------------------------------
Ritchie Energy Holdings Ltd.'s creditors have until June 27,
2008, to prove their claims to Avalon Management 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.

Ritchie Energy's shareholder decided on May 5, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE ENERGY CENT: Claims Filing Deadline Is Until June 27
------------------------------------------------------------
Ritchie Energy Cent Holdings Ltd.'s creditors have until
June 27, 2008, to prove their claims to Avalon Management
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.

Ritchie Energy Cent's shareholder decided on May 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE ENERGY PARTNERS: Deadline for Claims Filing Is June 27
--------------------------------------------------------------
Ritchie Energy Partners (UK) Holdings Ltd.'s creditors have
until June 27, 2008, to prove their claims to Avalon Management
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.

Ritchie Energy Partners' shareholder decided on May 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE LONG/SHORT: Proofs of Claim Filing Deadline Is June 27
--------------------------------------------------------------
Ritchie Long/Short Global Trading Ltd.'s creditors have until
June 27, 2008, to prove their claims to Avalon Management
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.

Ritchie Long/Short's shareholder decided on May 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE MAPLE: Deadline for Proofs of Claim Filing Is June 27
-------------------------------------------------------------
Ritchie Maple Trading Ltd.'s creditors have until June 27, 2008,
to prove their claims to Avalon Management 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.

Ritchie Maple's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE RML CAPITAL: Deadline for Claims Filing Is June 27
----------------------------------------------------------
Ritchie RML Capital Ltd.'s creditors have until June 27, 2008,
to prove their claims to Avalon Management 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.

Ritchie RML Capital's shareholder decided on May 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351


RITCHIE RML HOLDINGS: Claims Filing Deadline Is Until June 27
-------------------------------------------------------------
Ritchie RML Holdings Ltd.'s creditors have until June 27, 2008,
to prove their claims to Avalon Management 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.

Ritchie RML Holdings' shareholder decided on May 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 715,
                Grand Cayman, Cayman Islands
                Telephone: (+1) 345 946-4422
                Fax: (+1) 345 769-9351



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

AES CORP: Receives US$762.6 Mil. Senior Notes Offer for Purchase
----------------------------------------------------------------
The AES Corporation has accepted for purchase an aggregate of
US$762.6 million of senior notes in its previously announced
tender offer, which expired 12:00 midnight, New York City time
on June 18, 2008.

The aggregate principal amount of each series of senior notes
that were tendered and accepted for purchase by AES are:

   a) Title of Security: 8.75% Second Priority Senior Secured
                         Notes due 2013
      Acceptance Priority Level: 1
      Aggregate Principal Amount Outstanding: US$752,553,000
      Series Tender Cap: US$377,030,000 less Untendered
                         Note Consents(1)
      Prinicpal Amount Tendered: US$341,632,000
      Prinicpal Amount Accepted for Purchase: US$62,299,000

   b) Title of Security: 9.50% Senior Notes due 2009
      Acceptance Priority Level: 2
      Aggregate Principal Amount Outstanding: US$467,308,000
      Series Tender Cap: US$313,000,000
      Prinicpal Amount Tendered: US$313,771,000
      Prinicpal Amount Accepted for Purchase: US$313,771,000

   c) Title of Security: 9.375% Senior Notes due 2010
      Acceptance Priority Level: 3
      Aggregate Principal Amount Outstanding: US$422,665,000
      Series Tender Cap: US$208,000,000
      Prinicpal Amount Tendered: US$209,056,000
      Prinicpal Amount Accepted for Purchase: US$209,056,000

   d) Title of Security: 8.875% Senior Notes due 2011
      Acceptance Priority Level: 4
      Aggregate Principal Amount Outstanding: US$306,805,000
      Series Tender Cap: US$176,000,000
      Prinicpal Amount Tendered: US$177,465,000
      Prinicpal Amount Accepted for Purchase: US$177,465,000

(1) AES offered to purchase up to US$377,030,000 aggregate
principal amount of its Second Priority Senior Secured Notes due
2013 (the Secured Notes) less the aggregate principal amount of
Secured Notes for which the holders delivered a consent in the
consent solicitation for the Secured Notes without tendering the
related Secured Notes in the tender offer (such consents being
referred to herein as "Untendered Note Consents").  As of the
expiration time, Untendered Note Consents relating to
US$314,731,000 aggregate principal amount of Secured Notes were
delivered.

AES expects settlement of the tender offer and the consent
solicitation by paying the applicable total consideration,
tender offer consideration and/or consent fee, as the case may
be, for each series of notes occurred on June 19, 2008.  Once
AES pays the applicable consideration with respect to the
Secured Notes that have been validly tendered and accepted for
payment in accordance with the tender offer and has paid the
consent fee with respect to all consents that have been validly
delivered in the consent solicitation prior to the early/tender
consent time, the proposed amendments to the indenture governing
the Secured Notes will become operative.

The AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a
power company with operations in South America, Europe, Africa,
Asia and the Caribbean.  The Company generates 44,000 megawatts
of electricity through 124 power facilities, and delivers
electricity through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996. Currently, AES
has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech
Republic and Hungary.  AES is also the leading company in
biomass conversion in Hungary, generating 37% of the nation's
total renewable generation in 2004. The company has Latin
America operations in Argentina, Brazil, Chile, Dominican
Republic, El Salvador and Panama.

AES's business group in Asia & Middle East is comprised of
electric utilities and generation plants in China, India,
Kazakhstan, Oman, Qatar, Pakistan and Sri Lanka. Fuels include
coal, diesel, hydro, gas and oil. AES has been in the region
since 1994, when it acquired the Cili generation plant in China.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America
May 16, 2008, Moody's Investors Service assigned a B1 rating to
The AES Corporation's proposed issuance ofUS$600 million senior
unsecured notes due 2020.  In addition, Moody's has affirmed the
ratings of AES, including the company's Corporate Family Rating
at B1, its Probability of Default Rating at B1, its senior
secured credit facilities at Ba1, its second priority senior
secured notes at Ba3, its senior unsecured notes at B1 and its
trust preferred securities at B3.  Moody's said the rating
outlook for AES is stable.

The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements. As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007. There are no outstanding borrowings
under the senior unsecured facility.


AES GENER: Raises CLP134 Billion in Rights Offering
---------------------------------------------------
Bloomberg News reports that AES Gener SA has raised some
CLP134 billion in a rights offering for the financing of
expansion projects.

AES Gener told Bloomberg that stockholders purchased 745 million
new shares, or 99% of shares on offer.

Parent firm AES Corp. kept its 80% shareholding in AES Gener by
subscribing to 601 million shares, Bloomberg states.

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

BANCO DE BOGOTA: Moody's Ups Foreign Curr. Deposit Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2, stable from Ba3,
positive the foreign-currency deposit ratings assigned to the
two banks it rates in Colombia.  This action is the direct
result of Moody's decision to upgrade Colombia's foreign
currency country ceilings for bonds and deposits to Baa3 and
Ba2, respectively.

At the same time, Moody's upgraded Bancolombia's foreign
currency subordinated bond rating to Baa3 from Ba1.  The outlook
is stable.

The bank financial strength ratings and global local currency
deposit ratings of both banks were not affected by this rating
action.

These actions were taken:

Banco de Bogota SA:

  -- Foreign currency deposits: Upgrade to Ba2, stable from Ba3

Bancolombia SA:

  -- Foreign currency deposits: Upgrade to Ba2, stable from Ba3

  -- Foreign currency subordinated debt rating: Upgrade to Baa3,
     stable from Ba1

Headquartered in Santa Fe de Bogota, Colombia, Banco de Bogota
-- http://www.bancodebogota.com-- is a private national bank
involved in all activities associated with a commercial banking
institution as regulated by Colombian law.  On a national level,
it also operates through subsidiaries: Corporacion Financiera
Colombiana S.A., an investment bank; Almacenes Generales de
Deposito "Almaviva S.A.", a products supply logistics company;
Sociedad Fiduciaria Bogota "Fidubogota S.A." and Fiduciaria del
Comercio "Fiducomercio S.A.", trust and portfolio investment
companies; Leasing Bogot  S.A., a leasing company; Valores Bogot
S.A., a provider of brokerage services; and Fondos de Pensiones
y Cesantias Porvenir, a pensions and suspensions administrator.
The Bank operates 275 offices, five corporate service centers
and a banking attention center.  The company also has affiliates
in Panama, Nassau, Miami, and New York.


BANCOLOMBIA: Moody's Ups Foreign Currency Deposit Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2, stable from Ba3,
positive the foreign-currency deposit ratings assigned to the
two banks it rates in Colombia.  This action is the direct
result of Moody's decision to upgrade Colombia's foreign
currency country ceilings for bonds and deposits to Baa3 and
Ba2, respectively.

At the same time, Moody's upgraded Bancolombia's foreign
currency subordinated bond rating to Baa3 from Ba1.  The outlook
is stable.

The bank financial strength ratings and global local currency
deposit ratings of both banks were not affected by this rating
action.

These actions were taken:

Bancolombia SA:

  -- Foreign currency deposits: Upgrade to Ba2, stable from Ba3

  -- Foreign currency subordinated debt rating: Upgrade to Baa3,
     stable from Ba1

Banco de Bogota SA:

  -- Foreign currency deposits: Upgrade to Ba2, stable from Ba3

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 S0tock Exchange.


* COLOMBIA: Improved Debt Dynamics Cue Moody's Rating Upgrades
--------------------------------------------------------------
Moody's Investors Service has upgraded Colombia's key ratings to
reflect important and likely sustainable structural changes to
the country's economy, reinforcing an investment-driven recovery
and a significant improvement in debt ratios.

Moody's upgraded Colombia's:

   -- foreign-currency government bond rating to Ba1 from Ba2;

   -- its long-term foreign-currency bond ceiling to Baa3 from
      Ba1;

   -- its short-term foreign-currency bond ceiling to P-3 from
      Not-Prime; and

   -- its foreign-currency ceiling for deposits to Ba2 from Ba3.

All other ratings, including Colombia Baa3 local-currency
government bond rating, remain the same.  The outlook on all
ratings is stable.

"The dramatic progress with respect to Colombia's once-
precarious security situation has spurred a sustainable recovery
in domestic demand and generated a virtuous cycle that has
significantly improved debt dynamics," said Moody's Vice
President -- Senior Analyst Alessandra Alecci.  "Endogenous
factors make Colombia's growth story different from that of the
rest of the region."

Despite the widening of an imbalance in the current account, she
added that long-term capital inflows have increased
substantially, particularly in the energy sector.  External
vulnerability indicators have declined considerably.

She said that responsible fiscal policies and important reforms
have mitigated the risks associated with pension-related and
other sizeable mandatory expenditures.  A policy commitment to
reducing the debt burden, albeit gradually, has been a crucial
consideration behind Moody's decision to upgrade.

"In addition," said the analyst, "the composition of Colombia's
public debt has changed considerably over the past few years,
with the stock now far less vulnerable to swings in the exchange
rate and interest rates."  The significant deepening of the
domestic debt market as a result of the increase of the size of
the financial system has radically increased the government's
ability to fund its needs locally.

"But Colombia's trajectory towards investment grade remains
constrained by important factors" said Ms. Alecci.  "The
persistence of twin deficits makes Colombia still vulnerable to
a sudden and sharp adjustment in the event of a global liquidity
crisis that would affect financing."

Despite the expectation that the authorities will continue
pursuing responsible fiscal policies, structural fiscal issues
such as expenditure inflexibility, are likely to persist.
Moreover, the analyst added, the growing dependence on Venezuela
intensifies Colombia's exposure to the commodity cycle.



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

PRC LLC: Addresses BofA, et al.'s Confirmation Objections
---------------------------------------------------------
PRC LLC and its debtor-affiliates argue that each of the
confirmation objections asserted by Bank of America, N.A.,
IAC/InteractiveCorp, BGTX Project, L.P., A&E Partners Holding,
LLC, A&E Partners Holding I, LLC and Sally Duran wrongly
construes their Chapter 11 Reorganizational Plan.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, summarizes the Debtors' position on the
previously filed confirmation objections:

Objector    Objector's Argument          Debtors' Position
--------    -------------------          -----------------
Bank of     Argues that the              Nothing in Sec. 1129
America     classification under the     of the Bankruptcy Code
             Plan violate Section         requires plan
             1122(a) of the Bankruptcy    proponents to resolve
             Code because it does         all claim disputes in
             not automatically allow      order to confirm a
             BofA's proof of claim under  plan.  BofA's disputed
             a prepetition hedge          claims will be
             agreement.                   addressed during the
                                          administration of all
                                          other disputed claims.

BGTX        Argues that Plan is not      The evidence at the
Project     feasible because the         confirmation hearing
             Debtors have not proven      will show that the
             that they have sufficient    Debtors have ample
             funds to satisfy             liquidity to pay their
             Administrative Expense       Plan obligations and
             Claims.                      ordinary course
                                          expenses.  Moreover,
                                          the releases provided
                                          in consideration of
                                          the board's
                                          prepetition services
                                          to the estates are
                                          consistent with
                                          releases approved by
                                          court in the District
                                          of Southern New York
                                          and the Second
                                          Circuit.

IAC         Asserts that the Plan        Nothing in Sec. 1123
             violates the prohibition     (a)(4) requires the
             on unequal treatment of      Debtors to relinquish
             claims within a single       waive or release
             class because the Debtors    claims that belong to
             have elected not to waive    the estate with
             valuable preference claims   respect to any
             against IAC.                 creditor.

Sally       Contends that the Debtors    Her prepetition
Duran       should separately classify   lawsuit is the
             her claim and treat it as    antithesis of an
             an administrative priority   administrative expense
             expense.                     and it is well
                                          established that Chap.
                                          11 debtors have broad
                                          discretion to classify
                                          prepetition claims for
                                          damages in a class of
                                          other unsecured claims
                                          against the estate.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31,
2007 showed total assets of US$354,000,000 and total debts of
US$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

AXTEL SAB: Launches Telecommunication Services in Mazatlan
----------------------------------------------------------
Axtel, S.A.B. de C.V., has launched its operations in Mazatlan,
in the state of Sinaloa.  Mazatlan is the company's 4th new city
during 2008, reaching a total of 31 cities throughout Mexico,
offering telephony, Internet, data and advanced
telecommunications solutions.

Axtel has the largest global fixed-wireless access network and
expects to invest approximately US$20 million in the Mazatlan
network over the next five years.  Earlier this month, the
company commenced operations in the cities of Matamoros, Nuevo
Laredo and Culiacan.

Axtel's Western Region Director, Jorge Gerhardus stated that the
company's initial network deployment covers 85% of greater
Mazatlan.  Additionally, Mr. Gerhardus mentioned that the
company offers integrated telecommunications services using
WiMAX, among other technologies, to residential and business
customers, as well as financial institutions and government
entities.

"The initiation of operations in Mazatlan, combined with the
recent penetration into Culiacan, represents an important
achievement towards increasing Axtel's presence in the Pacific
region.  The company is confident that its focus on customer
service will contribute to the consolidation of Axtel's presence
in this important Mexican region," stated Mr. Gerhardus.

Axtel, S.A.B de C.V., formerly known as Axtel S.A. de C.V., is a
fixed-line integrated telecommunications company in Mexico.  The
company provides local and long distance hat provides local and
long distance telephony, broadband Internet, data and built-to-
suit communications solutions.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
Aug. 16, 2007, Standard & Poor's affirmed the 'BB-' corporate
credit and senior unsecured debt ratings on Axtel and its notes
due 2013 and 2017.

In November 2007, Moody's Investors Service gave Axtel S.A.B Ba2
Long-Term Corporate Family Rating and Senior Unsecured Debt
Rating.


BHM TECHNOLOGIES: US Trustee Objects to Rothschild as Advisor
-------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects,
pursuant to his authority under Section 307 of the Bankruptcy
Code and Section 586(a)(3) of the Judiciary and Judicial
Procedure, to the application of BHM Technologies Holdings,
Inc., and its debtor-subsidiaries to hire Rothschild, Inc., for
these reasons:

   (1) The Debtors have filed applications to retain both
       AlixPartners, LLP, as financial advisors and Rothschild
       as an investment banker.  The applications do not
       delineate the duties of each firm, nor do the
       applications explain why both firms are needed to render
       financial advice to the Debtors.  The U.S. Trustee
       requests more time to review this issue with the Debtors
       and reserves the right to raise any objection based upon
       that review.

   (2) The Rothschild fee structure is based in part on the
       financing that the firm will arrange for the Debtors.
       Part of Rothschild's duties would be to arrange financing
       for the Debtors and to advise the Debtors as to the
       advantages and disadvantages of different financing
       proposals.  However, the U.S. Trustee notes that the
       financing has already been agreed upon in the term sheet,
       and will come form the first secured lenders and possibly
       the current shareholders.  It is unclear to the U.S.
       Trustee what role Rothschild will play now that the term
       sheet has been agreed by the parties.

   (3) Rothschild's fee arrangement is much more generous than
       is typical in the Western District of Michigan, as the
       firm will receive:

       (a) a monthly fee of US$150,000, payable in advance on
           the first day of each month;

       (b) a US$1,000,000 amendment fee if there is a
           transaction that materially restructures the Debtors
           credit arrangements;

       (c) between 1.5% and 6% fee for all new capital raised
           from investors other than current shareholders or
           equityholders;

       (d) a fee of US$3,250,0000 on the confirmation of a plan,
           which would be reduced a credit of 50% of the monthly
           fees over US$900,000 and 100% of the Amendment fee
           against the US$3,2500,000 due at confirmation; and

       (e) expenses, including travel and lodging.

   (4) The proposed order states that the Rothschild fee
       applications will be reviewed under Section 328(a) but
       will "not be subject to the standard of review set forth
       in Section 330 of the Bankruptcy Code."  The U.S. Trustee
       believes that any fee must be reviewed under Section 330
       of the Bankruptcy Code.

   (5) The fees and expenses of Rothschild's attorney, who need
       not be appointed or file a separate fee application, are
       included as expenses reimbursable to Rothschild.  To the
       extent that the services of this attorney benefit
       Rothschild alone, the question arises as to why
       Rothschild should be reimbursed for a normal expense of
       its overhead.

   (6) Rothschild received US$1,500,000 from the Debtors for its
       work within one year prior to filing, plus a retainer of
       US$25,000 for application against as yet unbilled
       prepetition fees, and as of the Petition Date was not a
       creditor.  The U.S. Trustee has not yet been able to
       review the statements that support the billings in order
       to determine whether any of these payments were made on
       antecedent debts.  It wants more time to review this
       issue with Rothschild, the Debtors and their counsel.

   (7) Rothschild agrees to file fee petitions with time records
       kept in half hour increments.  However, the local rules
       require increments of one-tenth of an hour.

   (8) There are at least 55 connections between Rothschild and
       various entities in this case, including some that appear
       to be with secured creditors.  Rothschild states in its
       affidavit that it may have connections with many parties-
       in-interest in BHM's Chapter 11 cases, but that it will
       not represent them in the cases.  The U.S. Trustee
       requests more time to review these connections, and
       reserves the right to argue at connections with secured
       creditors may create an impermissible conflict of
       interest.

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

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

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


BHM TECHNOLOGIES: Trustee Objects to Pepper Hamilton as Counsel
---------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects to
the application of BHM Technologies Holdings, Inc., and its
debtor-subsidiaries to hire Pepper Hamilton, LLP, as their
counsel, for these reasons:

   (1) Pepper Hamilton appears to represent 33 customers,
       secured creditors, unsecured creditors or litigation
       parties of the Debtors that are either current clients,
       former clients, or affiliates of current or former
       clients of Pepper Hamilton, including Lehman, an
       affiliate of former clients and SAC, a former client
       itself.  The current clients of the law firm appear to
       include some of the secured lenders, including Deutsche
       Bank Ag, JP Morgan Chase Bank NA, Longacre Management,
       LLC, MH Davidson, The Bank of New York, The Carlyle
       Group, and Wachovia Bank.  The U.S. Trustee requests
       further time to review these relationships, and reserves
       the right to argue that they constitute a conflict of
       interest which prohibits retention.

   (2) The list of parties that Pepper Hamilton ran through its
       conflicts search appears to have 312 names.  If that is
       accurate, it would appear to be less than the list of all
       parties-in-interest in this case.

   (3) Varnum, Riddering, Schmidt & Howlett, LLP has been
       retained as conflicts counsel, but the Pepper Hamilton
       application has no indication of what constitutes a
       conflict that would be referred to Varnum.

   (4) The affidavit states that Pepper Hamilton has been
       involved with many bankruptcy professionals in many other
       cases, but will not represent them in the Chapter 11
       cases or have any relationships with them that are
       adverse to the Debtors.  The firm did not identify these
       professionals, nor define the relationships that they
       have.  This statement may be ambiguous and the U.S.
       Trustee requests more time to review this statement with
       the law firm, and reserve the right to argue that these
       relationships create a conflict based upon the results of
       that review.

   (5) The proposed fees range from US$450 to US$750 for
       partners, US$240 to US$345 for associates, and US$175 to
       US$205 for paralegals.  These rates are far above the
       rates that are customary in bankruptcy cases in the
       Western District of Michigan.  There is no commitment to
       charge less than full rates for travel time, which, upon
       information and belief, has been done in other large
       cases.  The U.S. Trustee desires additional time to
       discuss this with the debtors and their counsel, as well
       as the Committee counsel.

   (6) Pepper Hamilton has been appointed as one of a group of
       of mediators in the Collins & Aikman bankruptcy.  
       Collins & Aikman filed a preference against The Brown
       Corporation, one of the Debtors.  Pepper Hamilton has
       withdrawn from mediating that preference in the 
       Collins & Aikman bankruptcy.  The U.S. Trustee requests
       additional time to review this relationship with the law
       firm.

   (7) The U.S. Trustee reserves the right to raise further
       objections as may result from the consultation with the
       Debtors, the law firm, and counsel to the Official
       Committee of Unsecured Creditors.

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

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

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


BHM TECHNOLOGIES: US Trustee Objects to Varnum as Counsel
---------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects,
pursuant to his authority under Section 307 of the Bankruptcy
Code and Section 586(a)(3) of the Judiciary and Judicial
Procedure, to the application of BHM Technologies Holdings,
Inc., and its debtor-subsidiaries to hire Rothschild, Inc. of
Varnum, Riddering, Schmidt & Howlett, LLP, as their conflicts
counsel and
corporate counsel, for these reasons:

   (1) Varnum has been retained as conflicts counsel, but
       neither the Pepper Hamilton LLP application nor the
       Varnum application contain an explanation of what would
       constitute a conflict that would be referred to Varnum.

   (2) Varnum did not run conflicts checks against all parties-
       in-interest in the Chapter 11 cases.

   (3) According to the affidavit, Varnum has 40 current and 41
       former clients who are connected with BHM's case.  These
       are more connections than Pepper Hamilton has.  The U.S.
       Trustee requests more time to explore with the Debtors
       and its attorneys, how Varnum could be conflicts counsel
       given its number of potential conflicts.

   (4) On May 7, 2008, BHM sued the former shareholders and
       directors of BHM, alleging that the current BHM was
       misled about the value of BHM so that BHM paid "millions"
       of dollars too much for BHM.  According to the Varnum
       affidavit, it is possible that Varnum represented these
       defendants; but Varnum no longer represents these
       persons.  The U.S. Trustee believes the defendants are
       currently represented by Law Weathers but does not know
       whether these defendants are in fact the same clients
       that Varnum formerly represented, and if so, when this
       representation ceased and what Varnum's role was in this
       litigation. 

   (5) Varnum owns Varnum Consulting, which is not currently
       employed by the Debtors nor is a creditor.  Varnum's
       affidavit leaves open the possibility that Varnum
       Consulting has done work for the Debtors in the past and
       has been paid in full.

   (6) Once the U.S. Trustee understands the scope of Varnum's
       anticipated duties, it would request additional time to
       review the proposed fees with the Official Committee of
       Unsecured Creditors and its counsel.

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

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

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


CLEAR CHANNEL: S&P Cuts Corporate Credit Rating to B
----------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on San Antonio, Texas-based Clear Channel
Communications Inc. to 'B' from 'B+' based on the proposed
financing of the company's pending leveraged buyout by the
private equity group co-led by Thomas H. Lee Partners L.P. and
Bain Capital Partners LLC.

At the same time, S&P removed all the ratings from CreditWatch,
where they had been placed with negative implications on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value,
including a possible sale of the company.  The outlook is
stable.

"The downgrade reflects Clear Channel's significant pro forma
lease-adjusted debt leverage, about 10x during the 12 months
ended March 31, 2008, increased financial risk, and reduced
liquidity following the proposed LBO," said Standard & Poor's
credit analyst Michael Altberg.

The total transaction value is roughly US$24.5 billion,
including existing debt.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating on Clear Channel's US$16.1
billion of new senior secured credit facilities.  The '3'
recovery rating indicates S&P's expectation for meaningful (50%
to 70%) recovery
of principal and pre-petition interest in the event of a payment
default.

S&P also assigned its 'CCC+' rating on the company's
US$2.3 billion of new senior unsecured notes, with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery in the event of a payment default.

At the same time, S&P lowered its rating on the company's
US$5.1 billion of existing senior unsecured notes to 'CCC+' from
'B-' and assigned a recovery rating of '6' on these issues.

The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.

S&P lowered the rating on Clear Channel's existing US$750
million of 7.65% senior notes due 2010 to 'CCC+' from 'B-' and
assigned a recovery rating of '6', reflecting the potential for
this issue to remain outstanding until maturity.

Based on the company's proposed financing, existing senior
unsecured debt will be rolled over into the new capital
structure, but will be structurally subordinate to both proposed
new bank debt and new senior unsecured notes.  The new bank debt
and the new senior unsecured notes will benefit from upstream
operating company guarantees, while the existing senior notes
will not.  Pro forma for the transaction, the company had
US$20.8 billion of debt outstanding as of March 31, 2008.

The ratings reflect Clear Channel's steep pro forma lease-
adjusted debt leverage and weakened credit metrics following the
proposed LBO, negative secular trends facing the radio industry,
and the company's exposure to advertising cyclicality.  The
company's prominent position in radio and outdoor advertising
and its top clusters of radio stations in large markets, which
tend to be more lucrative, partially offset the negative
factors.  In addition, significant geographic and format
diversity, radio broadcasting and outdoor advertising's high-
margin potential and strong discretionary cash flow-generating
capabilities, and largely resilient station asset values are
positive rating factors.

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


HARMAN INTERNATIONAL: S&P Retains 'BB-' Rating Under Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' long-term
corporate credit rating on Harman International Industries Inc.,
a Washington, D.C.-based audio equipment manufacturer, would
remain on CreditWatch with positive implications, where it was
placed on Oct. 22, 2007.  The CreditWatch reflects the collapse
of last year's proposed merger agreement between Harman, an
affiliate of Kohlberg Kravis Roberts & Co. L.P., and GS Capital
Partners.

"The CreditWatch positive listing means we could raise the
rating because the company's balance sheet will likely be less
leveraged than it would have been if the merger transaction had
proceeded as originally planned," said Standard & Poor's credit
analyst Nancy Messer.  "Harman has a strong market position and
good growth prospects, and it has historically generated solid
free cash flow," she continued.  But despite Harman's
satisfactory business profile and the fact that the transaction
has been canceled, S&P might not raise the rating back to
investment grade because the company has demonstrated its
intention to consider strategic alternatives that would result
in a credit profile inconsistent with an investment-grade
rating.

In the first nine months of fiscal 2008, Harman reported much
weaker operating profits year over year because of the soft
North American auto market and slowing consumer spending.
Harman's sales for nine months ended March 31, 2008, were
US$3.05 billion, a 15.3% increase year over year, excluding
foreign currency translation, primarily because of increased
sales of automotive audio and infotainment systems to the
European original equipment
automotive market (nearly 72% of 2008 total sales as of March
31) and higher sales of consumer (15%) and professional (13%)
products to distributors.

However, Harman's reported EBITDA margins for the nine months
ended March 31, 2008, decreased by nearly 7 percentage points to
8.3% primarily because of higher warranty and material expenses
in its auto division, in addition to increased competition in
the consumer segment.  Although Harman expects a small margin
improvement in the long term through some of its new contracts
in its infotainment business, it faces significant resistance
toward achieving near-term financial improvement, given the
North American auto market downturn, weak consumer demand in the
U.S., and the high proportion of research and development
expenses to support product launches.

At March 31, 2008, the company had US$131 million in cash on the
balance sheet, and Harman generated positive free cash of
US$53 million for the nine months ended as of that date because
of reduced investments in working capital, offset by slightly
higher capital expenditures.  Harman's total debt at March 31,
2008, was US$463.1 million.

S&P expect to resolve the CreditWatch listing after meeting with
management and reviewing the company's business and financial
prospects, in light of the termination of the merger agreement,
and strategic plans following the appointment of new key senior
executives.

Headquartered in Washington, D.C., Harman International
Industries Inc. (NYSE: HAR) -- http://www.harman.com/-- makes
audio systems through auto manufacturers, including
DaimlerChrysler, Toyota/Lexus, and General Motors.  Also the
company makes audio equipment, like studio monitors, amplifiers,
microphones, and mixing consoles for recording studios, cinemas,
touring performers, and others.  Harman Int'l has operations in
Japan, Mexico and France.


LEAR CORP: Buys 75% Shares in New Trend's Auto Fabric Business
--------------------------------------------------------------
Lear Corp. entered into agreements to acquire a 75% share of the
automotive fabric business of New Trend Group Co., Ltd.,
Financial terms of the agreement were not disclosed.

The acquisition of a majority stake in New Trend Group's
automotive fabric business is consistent with Lear's strategy to
selectively increase the level of vertical integration for its
Seating business.  New Trend's seat trim fabric operations
provide Lear an opportunity for low-cost fabric supply to its
existing cut and sew capabilities as well as offering the
potential for incremental sales growth as a fabric supplier to a
broad range of automotive manufacturers.  Other partnerships in
the area of seat trim are presently being evaluated by Lear.

"Following our successful launch of the Aventino(TM) Collection
of premium leather last fall, Lear was looking for additional
opportunities to further vertically integrate seat trim into our
core product portfolio," Lou Salvatore, Lear Senior Vice
President and President of Global Seating Operations, said.
"The production of additional trim options such as flat-woven
materials and knits provides Lear the opportunity to offer our
customers a wider range of seat trim options and improve overall
seating system value."

New Trend is a leading supplier of trim to the China automotive
market as well as an exporter to Europe and the U.S. through its
two automotive textile manufacturing facilities in China.  The
company produces fabric used for seat covers, vehicle headliners
and automotive door panels and carpet for GM, VW, Ford, China
Brilliance, Toyota, Nissan, Hyundai, Chery and Geely vehicles,
predominantly in China.

Although Lear's investment gives it a majority ownership stake
and management control in the New Trend automotive fabric
business, the current management and employees will remain in
place to ensure operational continuity, manufacturing expertise
and existing design/development activities.  Lear will maintain
the New Trend(TM) brand identity, and we will refer to the
business as New Trend(TM) automotive fabric by Lear.

Lear's seat system design, engineering and manufacturing
expertise and global scale strongly complements New Trend's
experience in automotive fabrics and footprint in Asia.  In the
initial phase following acquisition, New Trend will continue to
focus on its core competencies and produce fabrics in China for
internal consumption.  At the same time, Lear will evaluate
opportunities to expand New Trend's facilities and leverage this
low-cost source for export to markets outside of Asia.

"We anticipate growing New Trend's fabric sales multifold over
the next couple years," Mr. Salvatore continued.  "Our consumer
research shows European and Asian suppliers are trending toward
more flat wovens, while North America has a high usage of knits.
As a result, we see an opportunity to increase our market share
in Asia, and further down the road, successfully launch our
fabric portfolio with North American and European customers."

                         About Lear Corp.

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America
June 9, 2008, Standard & Poor's Ratings Services said that Lear
Corp.'s (B+/Stable/--) lower full-year 2008 guidance, which
results from downward revisions to vehicle production in North
America and increased commodity costs, has no immediate impact
on the ratings or outlook on the company.  The current rating
and outlook adequately reflect the challenging operating
environment for auto suppliers in 2008, as S&P incorporated a
very difficult 2008 into our review of Lear late last month.

Lear Corp. also carries B2 Corporate Family, Bank Loan Debt and
Probability-of-Default ratings, and B3 Senior Unsecured Debt
rating from Moody's Investors Service, which said the outlook is
stable.


NUANCE COMMS: Fitch Holds 'B+' Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Burlington, Massachusetts-based Nuance Communications Inc. to
stable from positive.  At the same time, the corporate credit
rating was affirmed at 'B+'.

"The outlook revision primarily reflects the company's ongoing
growth initiatives, executed through frequent acquisitions, and
corresponding sustained debt leverage exceeding the 4.5x-area,"
said Standard & Poor's credit analyst Clay Ching.  "Despite
Nuance's history of successfully integrating acquired companies,
we no longer expect the company to delever below the 4.0x level
over the next year, which would have been supportive of a higher
rating."

Nuance's adjusted EBITDA margins are solid, nearing the low-30%
area.  As of March 31, 2008, pro forma operating lease-adjusted
total debt to EBITDA was about 4.7x. Given the company's
acquisitive growth strategy, a sustained, material reduction in
leverage in the near-to-intermediate term to below 4.0x is
unlikely.  However, the rating is supported by Nuance's
expanding market position and S&P's expectation that the company
will continue to successfully integrate acquisitions and achieve
EBITDA growth.

Nuance Communications, Inc. -- http://www.nuance.com/--
provides speech and imaging solutions for businesses and
consumers around the world.  Its technologies, applications and
services make the user experience more compelling by
transforming the way people interact with information and how
they create, share and use documents.

The company has offices in Australia, Belgium, Japan, Korea,
Hong Kong, India, Mexico, and the United Kingdom.


QUEBECOR WORLD: Quebec Court Acknowledges Aircraft Sale Approval
----------------------------------------------------------------
The Honorable Justice Robert Mongeon of the Quebec Superior
Court of Justice recognizes the decision entered by Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of
New York authorizing Quebecor Printing Aviation Inc., to sell
the Challenger Aircraft to Key Equipment Finance Canada Ltd.

As reported in the Troubled Company Reporter on May 19, 2008,
pursuant to a lease intended as security dated Feb. 6, 2004,
Quebecor Printing Aviation Inc. leased one Bombardier CL-600-
2B16 (Variant 604) "Challenger" aircraft and two General
Electric CF34-3B engines from Wachovia Financial Services, Inc.
Quebecor World was the guarantor of QPA's obligations under the
aircraft lease.

On April 4, 2008, QPA provided Wachovia with written notice of
its intent to exercise an early termination option under the
aircraft lease and purchase the aircraft on the next scheduled
payment date, May 6, 2008.

The Debtors actively marketed the Aircraft and have entered into
a sale agreement.  The Debtors obtained an appraisal from
Aeronautical Systems Inc., which estimated the retail market
value of the Aircraft to be US$20,450,000.  The Debtors also
received an appraisal prepared by Aviation Management
Consulting, Inc., for Quebecor Media Inc., a related party that
had evidenced an interest in purchasing the aircraft, indicating
a current market value of the aircraft of US$19,900,000.  The
Debtors also solicited offers from other potential purchasers of
the Aircraft.  QMI ultimately made the highest offer to purchase
the Aircraft, submitting an offer of US$20,300,000 on Feb. 12,
2008, which offer resulted in the sale agreement.

A full-text copy of Aircraft Sales Agreement is available for
free at http://ResearchArchives.com/t/s?2c6c

                       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 Sept. 30, 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. 18; 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: Wants to Assume Deals with Three Entities
---------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York to allow
them to assume certain contracts.

A. R.D. Manufacturing

The Debtors asked the Court to approve a long-term extension
contract with R.D. Manufacturing Corporation, under which the
Debtors will print certain number of books and magazines for RDM
for four and a half years commencing, nunc pro tunc to Jan. 1,
2008, until June 30, 2012.

The Agreement may also be extended or shortened under certain
specified conditions, Michael J. Canning, Esq., at Arnold &
Porter LLP, in New York, related.  RDM is a subsidiary of The
Readers Digest, Association, Inc.

Mr. Canning said the Agreement will provide the Debtors with
substantial revenue and earnings.  He said the terms of the
Agreement are confidential and will be disclosed to a limited
number of parties-in-interest, including the Official Committee
of Unsecured Creditors, the Ad Hoc Group of Noteholders, the
Administrative Agent for the Debtors' Prepetition Lenders, and
the Court.

B. Daily News

Quebecor World (USA) Inc., and Daily News, L.P., entered into
printing agreement, dated Nov. 10, 2003, modified the Agreement
on Dec. 1, 2006.  The Agreement expires on Dec. 31, 2009.

Under the Agreement, QWUSA provides printing services for Daily
News' New York Vue magazine.  QWUSA also performs, provides and
supplies all labor, supervision, equipment, utilities,
facilities, production materials, plate making, press work,
binding, packing, loading and all other work necessary to
complete the printing, manufacturing, readying for shipping of
New York Vue, and the actual delivery of the magazine to Daily
News' inserting coordinator.

Mr. Canning stated that the Debtors are the sole source of all
of Daily News' printing requirements for New York Vue, and have
performed the work for 10 years generating in excess of
US$1,500,000 sales per year.

Likewise, Daily News depends on the Debtors to provide all their
printing requirements for New York Vue.  Accordingly, Mr.
Canning contended that, for the Debtors to maintain their market
share in the weekly magazine insert business sector, and to
maintain the confidence of Daily News as a large and valued
customer that is dependent on the Debtors as its sole source of
printing services for New York Vue, the Debtors have a strong
business interest in assuming the Printing Agreement.

Accordingly, the Debtors sought the Court's authority to assume
the Daily News Agreement.

Mr. Canning said neither party is in default under the Agreement
and the Debtors do not have any cure payments to satisfy in
connection with the assumption of the Agreement.  He added that
the assumption of the Agreement will provide both parties with
additional assurance that their relationship will continue as
contemplated by the Agreement.

Mr. Canning said specific terms of the Agreement are
confidential business terms, thus copies of the Agreement will
be available for a limited number of parties-in-interest
including the Official Committee of Unsecured Creditors, the Ad
Hoc Group of Noteholders, the Administrative Agent for the
Debtors' Prepetition Lenders, and the Court.

C. Circuit City Stores

Quebecor World (USA), Inc., and Circuit City Stores, Inc., are
parties to a prepetition printing agreement, which has been
modified on several occasions before the bankruptcy filing.  The
Agreement will expire on Feb. 28, 2010.

Under the Agreement, QWUSA provides Circuit City with printing
services for its retail insert program.  Retail inserts are
printed for distribution on a weekly basis at the Debtors'
facilities in Pittsburg, California; Riverside, California;
Nashville, Tennessee; Winchester, Virginia; and Taunton,
Massachusetts.

QWUSA also provides all labor, equipment, utilities, facilities
and materials necessary to complete the printing work, as well
as other production services and preparation for mailing and
delivery of the retail inserts, direct mail catalogs, and gift
guides.

The Debtors and Circuit City agreed on the terms of a letter of
agreement, dated June 9, 2008, to further amend the Agreement to
address Circuit City's current printing needs and to set terms
on which the Debtors may obtain future additional printing
volume.

By this motion, the Debtors seek the Court's authority to assume
the Circuit City Agreement, as amended.

Mr. Canning stated that the Debtors have provided printing
services to Circuit City since 2001 and the Agreement has given
the Debtors US$15,000,000 in net sales per year.  Likewise,
Mr. Canning said Circuit City depends on the Debtors to provide
substantially all of its retail insert and gift guide printing
requirements.

To the extent that Circuit City does not currently utilize the
Debtors for certain of its printing requirements, the Debtors
believe that assumption of the Printing Agreement will
facilitate their ability to obtain additional business from
Circuit City in the future, Mr. Canning contended.

Mr. Canning told the Court that neither party is in default
under the Agreement and that the Debtors do not have any cure
payments to satisfy in connection with the assumption of the
Agreement.

                       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 Sept. 30, 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. 18; 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 E R U
=======

GRAN TIERA: To Join Russell 3000 Index on June 27
-------------------------------------------------
Gran Tierra Energy Inc. said that it is set to join the broad-
market Russell 3000(R) Index when Russell Investments
reconstitutes its comprehensive set of United States and global
equity indexes on June 27, according to a preliminary list of
additions posted June 13 at http://www.russell.com

Gran Tierra President and Chief Executive Officer, Dana Coffield
stated, "Inclusion in the Russell 3000 Index reflects the
success of our company.  Our oil exploration and development
programs have resulted in reserves, production and cash flow
growth over the last year and a half, resulting in a material
growth in our market capitalization during that period."

Annual reconstitution of Russell's U.S. indexes captures the
4,000 largest U.S. stocks as of the end of May, ranking them by
total market capitalization.  Membership in the Russell 3000,
which remains in place for one year, means automatic inclusion
in the large-cap Russell 1000 Index or small-cap Russell 2000
Index as well as the appropriate growth and value style indexes.
Russell determines membership for its equity indexes primarily
by objective, market-capitalization rankings and style
attributes.

The Russell 3000 also serves as the U.S. component to the
Russell Global Index, which Russell launched last year.

Russell indexes are widely used by investment managers and
institutional investors for index funds and as benchmarks for
both passive and active investment strategies.  An industry-
leading US$4.4 trillion in assets currently are benchmarked to
them.  These investment tools originated from Russell's multi-
manager investment business in the early 1980s when the company
saw the need for a more objective, market-driven set of
benchmarks in order to evaluate outside investment managers.

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy
Inc. (OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.

                      Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  In 2007, the company booked a net loss
of US$8.5 million widening the US$5.8 million loss incurred in
2006.

The company said it expects to incur substantial expenditures to
further its capital investment programs and the company's
existing cash balance and cash flow from operating activities
may not be sufficient to satisfy its current obligations and
meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.



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

CHATTEM INC: S&P Holds 'BB-' Rating & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Chattem Inc. to stable from negative.  At the same time, S&P
affirmed the company's 'BB-' corporate credit and other ratings.
As of Feb. 29, 2008, the company had about US$498 million of
debt.

The revised outlook is based on the company's reduced debt
levels, improved credit metrics, and stable operating
performance since the company acquired the U.S. rights to five
Johnson & Johnson brands for US$410 million in January 2007.
Debt leverage has declined to 3.5x from 4.5x pro forma for the
transaction.  In addition, the company maintains solid operating
margins of more than 30% and adequate liquidity.  S&P expect the
company will continue to reduce leverage through free cash flow
and manage its growth strategy consistent with the current
ratings.

The ratings on Chattanooga, Tennessee-based Chattem reflect the
company's aggressive acquisition history and moderately high
debt leverage.  Chattem's operating stability in recent years
and strong margins offset these factors.  The company maintains
a solid position in certain niches of the branded over-the-
counter health care market.

The outlook on Chattem is stable.  S&P expect that debt leverage
will not increase beyond the current mid-3x area and that
Chattem will continue to demonstrate stable operating
performance.  S&P anticipate that the company will continue to
use free cash flow to reduce near-term leverage and that it will
manage its growth strategy consistent with the current ratings.

"Even if sales growth is flat and margins decline by 300 basis
points, we believe the company can comfortably manage leverage
at or below 4x in the near term," said Standard & Poor's credit
analyst Patrick Jeffrey.  We would consider a negative outlook
if the company demonstrates a more aggressive financial policy,
where its leverage exceeded 4.5x. "Standard & Poor's is unlikely
to consider a positive outlook in the near term, given the
challenging operating environment due to the weak U.S. economy,"
he continued.

Chattanooga, Tenn.-based Chattem Inc. manufactures and markets
branded consumer products, including over-the-counter healthcare
products and toiletries and skin care products. Its products
include Gold Bond medicated powder, Icy Hot topical analgesic,
Dexatrim appetite suppressant, and Bullfrog sunblock. Chattem
has operations in the U.K., Australia, and Puerto Rico.


OCHOA POULTRY: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ochoa Poultry Farms, Inc.
        P.O. BOX 11593
        San Juan, PR 00922

Bankruptcy Case No.: 08-03906

Chapter 11 Petition Date: June 18, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jose Ramon Cintron, Esq.
                  Email: jrcintron@prtc.net
                  605 Calle Condado Ste. 602
                  San Juan, PR 00907
                  Tel: (787) 725-4027
                  Fax: (787) 725-1709

Total Assets: US$5,814,100

Total Debts:  US$1,832,353

A copy of Ochoa Poultry Farms, Inc.'s petition is available for
free at http://bankrupt.com/misc/prb08-03906.pdf



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

NORTHWEST AIRLINES: Talks on Joint Pilot Deal to Last a Week
------------------------------------------------------------
Negotiations on a joint pilot contract covering Delta Air Lines,
Inc. and Northwest Airlines Corp. pilots were said to have
started on July 18, 2008, according to a message from the
Northwest pilots union to its members, the Atlanta-Journal
Constitution reports.

AJC says the "round-the-clock" negotiations on a joint pilot
contract for Delta and Northwest's proposed merger are planned
to last seven days in New York, or until middle of next week.

As previously reported, Delta's pilots ratified in May 2008, a
Letter of Agreement 19 with Delta management, which modifies the
current Pilot Working Agreement and will take effect upon the
completion of the Delta-Northwest merger.  Among other things,
the modifications include granting Delta pilots a 3.5% equity
stake in the combined company and annual pay raises of 5% in
2009, and 4% in 2010 to 2012.

The concessions do not cover Northwest pilots.

Prior to the ratification, particularly during the earlier
months of the merger talks, Delta's and Northwest's pilot unions
tried, but failed, to reach an agreement on a joint labor
contract and a plan for merging their seniority lists.
Essentially, seniority determines pilots' work schedules and pay
levels.

Northwest pilots clamor for, among other things, pay parity
immediately upon the merger's close, the report says.

    Delta Pilots Union Leader Expects No Concession Request,
           Believes Joint Contract Will Be Reached

In an interview with AJC, Delta pilots union chairman Lee Moak
disclosed that he doesn't think that record-high fuel prices
will force Delta to ask for pilot concessions as it proceeds
with its acquisition of Northwest.

"But at some point, something is going to have to give.  I don't
think it's going to be labor concessions.  I think it's going to
be rational ticket pricing to cover our cost," Mr. Moak said.

Mr. Moak reiterated that the Delta pilots union aims to reach a
joint contract and seniority list integration agreement with
Northwest pilots before the carriers' merger completes.

"The contract could be done relatively quickly.  It's just a
matter of the parties coming together," Mr. Moak told AJC.

"I'm confident we're going to get a deal done (by the close of
the merger)," Moak said.  "But if there isn't a deal done, we'll
continue to work on it."

The merger is expected to happen by the end of 2008, subject to
regulators' and shareholders' approval.

                         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.
101; 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 Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. 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)


NORTHWEST AIRLINES: High Fuel Prices Cue Further Capacity Cuts
--------------------------------------------------------------
Northwest Airlines Corporation disclosed further capacity
reductions for the fourth quarter of 2008 in response to high
cost of fuel.

Mr. Steenland said, "In response to these extraordinary fuel
costs, we are taking prudent actions to reduce our capacity and
right-size the airline.  This will allow us to better match our
capacity to customer demand as airfares, by necessity, must
increase."

               4th Quarter '08 Capacity Reductions

Northwest will reduce its system mainline domestic and
international capacity in the fourth quarter of 2008 by 8.5% to
9.5% versus the fourth quarter of 2007.  This includes the
reductions previously announced in April.

Mr. Steenland added, "No domestic station closures are planned
as a result of these capacity reductions. Instead, we will pare
unprofitable flying while maintaining the scope and presence of
our network."

The airline has not yet finalized the specific employee impacts
related to the reduced flying. However, for the resulting
headcount reductions, NWA will first look to voluntary
separation programs such as early-outs.

                         Fleet reductions

As a result of the reduced capacity, Northwest is removing a
combination of 14 B757s and Airbus narrowbody aircraft from the
fleet.

In addition, the DC-9 fleet will be reduced from 94 aircraft at
the start of 2008 to 61 aircraft (20 DC9-30s and 41 DC9-40s/50s)
by year-end.

Northwest also accelerated the retirement of three freighter
aircraft from its cargo operation.

                       Revenue Enhancements

On the revenue side, Mr. Steenland said the carrier is also
continuing to take actions to improve revenues with added fuel
surcharges, fare and fee increases.  In May, Northwest began
collecting fees for two or more checked bags.

                   Merger is Stronger than Ever

"When we first contemplated a merger with Delta, as oil was
approaching $100 a barrel, we knew this was the right deal with
the right partner.  Now, with oil above $130 a barrel, the case
for the merger, with its resulting synergies, is stronger than
ever," said Mr. Steenland, as he detailed the unique advantages
of the Northwest-Delta merger in the context of record breaking
oil prices.

    * The merger-related synergies will improve the financial
      ability of Northwest and Delta to meet the challenge
      presented by the fuel crisis and better position the
      combined carrier for long-term strength and profitability.

    * This is a transaction that is facilitated by best-in-class
      cost structures; one that will create an industry-leading
      balance sheet in any operating environment.

    * The transaction will create a worldwide, geographically
      balanced network – which will enhance customer preference
      and make the combined carrier more competitive.

    * This is a merger of choice by the two strongest network
      carriers.  The two carriers have already begun planning
      for a smooth and rapid integration in order to promptly
      capture and potentially exceed the synergies projected
      when the two carriers announced the deal.

                    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 Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. 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).


PETROLEOS DE VENEZUELA: Will Construct 3 Liquefied NatGas Trains
----------------------------------------------------------------
Venezuelan Oil Minister and Petroleos de Venezuela S.A.'s
President Rafael Ramirez said at the Latin American Petroleum
Show in Maracaibo that the firm will construct three liquefied
natural gas trains, Nathan Crooks at Business News Americas.

According to BNamericas, Petroleos de Venezuela had said it was
developing two trains.  The firm also said that it was
considering a third train at the Cigma liquefaction facility
under development near the Delta Caribe Oriental offshore
blocks.

Minister Ramirez told BNamericas that Chevron Corp. is involved
in one of the trains.  Chevron owns stakes in the Plataforma
Deltana projects that will help supply the project with gas.
Argentina's Enarsa and Portugal's Galp also are participating in
the trains.  Japanese engineering companies are expected to
participate, according to sources.  France's Total, Norway's
StatoilHydro, and an Iranian firm are thought to be involved in
the project, the sources added.

BNamericas notes that the first train will use gas from
Petroleos de Venezuela's Mariscal Sucre field.  The firm is
planning to develop the field.  The second train will use gas
from the Plataforma Deltana's block 2.

Liquefied natural gas from the facility would be sold in Latin
American markets, BNamericas states, citing Petroleos de
Venezuela.  The gas will also be sold in other markets with more
lucrative prices for liquefied natural gas prices, the company
added.

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

                        *     *     *

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

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

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



PETROLEOS DE VENEZUELA: Says Gov't to Snub Saudi Arabia Meeting
---------------------------------------------------------------
Venezuelan Oil Minister and Petroleos de Venezuela S.A.'s
President Rafael Ramirez told Petroleumworld.com that the
Venezuelan government won't attend Saudi Arabia's meeting of oil
consumers and producers.

According to Petroleumworld.com, the meeting will be held on
Sunday.  Saudi Arabia organized the meeting to talk about oil
prices, which hit a record US$139.12 per barrel two weeks ago
and close at US$136.38 at New York last week.

Minister Ramirez told reporters that the country doesn't have to
increase oil production as the price level isn't related to
insufficient supply.  Petroleumworld.com quoted the minister as
saying, "We will take our decisions over output in the framework
of OPEC [Organization of the Petroleum Exporting Countries].  We
do not think it is necessary to increase production.  The
production that is being added now is aimed at building
inventory."  Any discussion on the Organization of the Petroleum
Exporting Countries production should be discuss at the
organization's next meeting in September 2008, the minister
added.

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

                        *     *     *

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

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

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


PETROLEOS DE VENEZUELA: Will Construct Refineria del Pacifico
-------------------------------------------------------------
Plastemart.com reports that Petroleos de Venezuela S.A. will
collaborate with Petroecuador to build a plant and petrochemical
complex Refineria del Pacifico-CEM.

According to Plastemart.com, construction works for Refineria
del Pacifico will take up to four years, with a US$5 billion
investment.  Refineria del Pacifico will have a capacity of
300,000 barrels per day.

Petroecuador will own a 51% stake in the project and Petroleos
de Venezuela will hold a 49% stake, Plastemart.com states.

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

                        *     *     *

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

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

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


PETROLEOS DE VENEZUELA: To Form Joint Venture to Build Turbines
---------------------------------------------------------------
Venezuelan oil minister and Petroleos de Venezuela SA's
President Rafael Ramirez said at a conference in Maracaibo that
the firm will form a joint venture for the construction of
natural gas-fired turbines for thermo plants in Venezuela,
Business News Americas reports.

Petroleos de Venezuela will own a 60% stake in the joint
venture, BNamericas says, citing Minister Ramirez.  According to
him, an international partner will hold the 40% stake.  Minister
Ramirez said at the Latin American Petroleum Show Investment
that the joint venture would total US$90 million.

Venezuela shouldn't have to depend on imported turbines to
satisfy increasing power demand, the minister said.

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

                        *     *     *

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

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

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



* BOND PRICING: For the Week June 16 - June 20, 2008
----------------------------------------------------

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

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      71.61
Argnt-Bocon PR11         2.000     12/3/10     ARS      51.36
Argnt-Bocon PR13         2.000     3/15/24     ARS      48.62
Arg Boden                2.000     9/30/08     ARS      14.90
Bonar Arg $ V           10.500     6/12/12     ARS      67.02
Arg Boden                7.000     10/3/15     USD      70.08
Bonar X                  7.000     4/17/17     USD      70.13
Argent-EURDIS            7.820    12/31/33     EUR      65.52
Argent-Par               0.630    12/31/38     ARS      29.93
Banco Macro SA           9.750    12/18/36     USD      69.00
Buenos-EURDIS            8.500     4/15/17     EUR      74.00
Buenos-EURDIS            9.250     4/15/17     USD      72.75
Buenos Aire Prov         9.375     9/14/18     USD      68.25
Buenos Aire Prov         9.625     4/18/28     USD      67.50

   BERMUDA
   -------
XL Capital Ltd           6.500    12/31/49     USD      70.00

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      68.42

   CAYMAN ISLANDS
   --------------
Shinsei Fin Caym         6.418     1/29/49     USD      70.23
Shinsei Fin Caym         6.418     1/29/49     USD      68.68
Shinsei Finance          7.160     7/29/49     USD      69.43
Vontobel Cayman          9.900     7/25/08     CHF      53.20

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      73.75
Jamaica Govt LRS        12.750     6/29/22     JMD      74.79

   PUERTO RICO
   -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.000    12/15/34     USD      34.25

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      69.58
Petroleos de Ven         5.375     4/12/27     USD      58.72
Petroleos de Ven         5.500     4/12/37     USD      57.70
Venezuela                7.000     3/31/38     USD      71.80



                            ***********


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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           * * * End of Transmission * * *