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        T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Tuesday, May 10, 2011, Vol. 12, No. 91

                            Headlines



A N T I G U A  &  B A R B U D A

STANFORD INT'L: Prosecutors Dropped 7 Charges Against Owner


A R G E N T I N A

BANCO MERCANTIL: S&P Affirms 'B/B' Counterparty Ratings


B E R M U D A

MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'E'
NATIONAL FINANCIAL: AM Best Cuts Financial Strength Rating to 'B-'
TOPIARY CAPITAL: AM Best Downgrades Debt Rating to 'ccc'


B R A Z I L

BANCO FIBRA: Moody's Rates Proposed 3-year Sr. Unsec. Notes 'Ba2'
BANCO PANAMERICANO: CADE OKs BTG Pactual's Planned Acquisition


C A Y M A N   I S L A N D S

ALCHEMIST LIMITED: Members Receive Wind-Up Report
BIOKO INVESTMENTS: Sole Member to Receive Wind-Up Report on May 10
CASUAR LIMITED: Members Receive Wind-Up Report
CHINA ENERGY: Members' Final Meeting Set for May 18
CONCORDIA FOREIGN: Shareholder to Receive Wind-Up Report on May 26

CREP INVESTMENT: Shareholders' Final Meeting Set for May 27
EMEL OVERSEAS: Members' Final Meeting Set for May 27
JHETA INTERNATIONAL: Members Receive Wind-Up Report
KEVINGTON LIMITED: Members Receive Wind-Up Report
LOCH CAPITAL: Shareholders' Final Meeting Set for May 26

PURPLE EAGLE: Shareholders' Final Meeting Set for May 26
Q.D.M. LTD: Shareholders' Final Meeting Set for May 27
RENDEVOUR LIMITED: Shareholders' Final Meeting Set for June 10
SILVERSTONE LIMITED: Shareholders' Final Meeting Set for May 24


C H I L E

AUTOMOTORES GILDEMEISTER: Fitch Assigns Initial 'BB' IDR


C O L O M B I A

PACIFIC RUBIALES: Moody's Assigns First Time 'Ba3' CFR


J A M A I C A

AIR JAMAICA: CAL Mum on Possible Additional Job Cuts


M E X I C O

AXTEL S.A.B.: Moody's Downgrades Corporate Family Rating to 'B3'
KANSAS CITY SOUTHERN: Moody's Hikes CFR to 'B1' on Revenue Growth
VITRO SAB: Says Ch. 15 Should Stay in NY as Texas Judge Ill
VITRO SAB: Committee Looking for Higher Offer for U.S. Units
VITRO SAB: Proposes Bonus Program for Top Managers


P U E R T O   R I C O

CARIBE MEDIA: Bankruptcy Cues Moody's to Slash CFR to 'Ca'


T R I N I D A D  &  T O B A G O

CL FIN'L: CLICO Class Action Suit Hearing Starts May 10


X X X X X X X X

* S&P's Global Corporate Defaults Tally Has Five in 1st Quarter
* Large Companies With Insolvent Balance Sheets


                            - - - - -


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


STANFORD INT'L: Prosecutors Dropped 7 Charges Against Owner
-----------------------------------------------------------
Caribbean360.com reports that U.S. prosecutors have unexpectedly
dropped seven of the 21 criminal charges it filed against Stanford
International Bank Limited owner Robert Allen Stanford.

An amended, 14-count indictment was filed at the U.S. District
Court in Houston on May 4, 2011.  Five counts of mail fraud, two
counts of wire fraud, and part of a conspiracy charge were
dropped, but it is unclear why the indictment has been narrowed,
according to Caribbean360.com

What's left are five counts each of mail and wire fraud,
obstructing a U.S. Securities and Exchange Commission
investigation, conspiracy to obstruct the SEC probe, conspiracy to
commit wire and mail fraud (omitting securities fraud from the
original indictment), and conspiracy to commit money laundering,
according to Caribbean360.com.

Caribbean360.com discloses that the court has set May 19 as the
date for Mr. Stanford to be arraigned on the new indictment.

Reuters news agency quoted Mr. Stanford's lawyers, Ali Fazel, as
saying that the date for the new arraignment would have to be
changed because "someone who is incompetent cannot be arraigned,"
Caribbean360.com adds.

                About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the U.S. District Court for the Northern
District of Texas, Dallas Division, signed an order appointing
Ralph Janvey as receiver for all the assets and records of
Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was also pursued against Mr. Stanford in June 2009
before the U.S. District Court in Houston, Texas.  Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for his
arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.).  The
civil case is SEC v. Stanford International Bank, 09-cv-00298
(N.D. Tex.).


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


BANCO MERCANTIL: S&P Affirms 'B/B' Counterparty Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the counterparty credit ratings, on Bolivia-based Banco Mercantil
Santa Cruz S.A. (BMSC) at 'B/B'.  The outlook remains positive.

"Our ratings on BMSC are constrained by the uncertainty intrinsic
to Bolivia's financial system, the country's high sovereign risk,
high competitive pressures from other large banks, and BMSC's weak
capitalization," said Standard & Poor's credit analyst Monica
Gavito.  "Nonetheless, the bank enjoys a strong market position as
the largest financial institution in the country, with the good
liquidity and adequate profitability that its low-cost
funding base partially enables."

The positive outlook reflects the better prospects for the
Bolivian economy, including the banking system.  An upgrade would
be closely linked to the sovereign rating on the Plurinational
State of Bolivia (B/Positive/B) and improvement in the bank's
financial risk profile.


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


MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'E'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to E (Under Regulatory Supervision) from B (Fair) and issuer
credit rating (ICR) to "rs" from "bb+" of Majestic Insurance
Company (Majestic) (San Francisco, CA).  The ratings have been
removed from under review with negative implications.

A.M. Best also has downgraded the FSR to C+ (Marginal) from B
(Fair) and ICR to "b-" from "bb+" of Twin Bridges (Bermuda) Ltd.
(Hamilton, Bermuda).  Concurrently, A.M. Best has downgraded the
ICRs to "c" from "b" of both companies' ultimate parent, Majestic
Capital, Ltd (Majestic Capital) (Hamilton, Bermuda) [NASDAQ:
MAJC], as well as Majestic Capital's intermediate holding
companies, Embarcadero Insurance Holdings, Inc. (Embarcadero) (San
Francisco, CA) and Majestic USA Capital, Inc. (Majestic USA)
(Wilmington, DE).

Additionally, A.M. Best has downgraded the debt ratings to "d"
from "ccc+" on the trust preferred securities of Majestic USA and
Embarcadero.  All the above ratings are under review with negative
implications, with the exception of Majestic until further
discussions are held with management or future business plans are
finalized.

These rating actions follow the announcement that the California
Department of Insurance has issued an order of conservation for
Majestic, effective April 21, 2011.

These debt ratings have been downgraded:

Majestic USA Holdings, Inc.:

-- to "d" from "ccc+" on US$35 million 8.65% junior subordinated
    debt securities, due 2036

Embarcadero Insurance Holdings, Inc.:

-- to "d" from "ccc+" on US$8 million LIBOR + 4.2% surplus notes,
    due 2033


NATIONAL FINANCIAL: AM Best Cuts Financial Strength Rating to 'B-'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B- (Fair) from B+ (Good) and issuer credit ratings (ICR) to
"bb-" from "bbb-" of National Financial Group and its members,
National Insurance Company (NIC) and its wholly owned, 100%
reinsured subsidiary, National Group Insurance Company (NGIC)
(Coral Gables, FL).  Concurrently, A.M. Best has downgraded the
FSR to B- (Fair) from B+ (Good) and the ICR to "bb-" from "bbb-"
of the affiliated, National Life Insurance Company (Puerto Rico)
(NALIC).  All three companies operate as National Financial Group,
and all ratings have been placed under review with negative
implications.  All companies are domiciled in Hato Rey, PR, unless
otherwise specified.

The rating actions on NIC and NGIC reflect their significantly
weakened overall capitalization on a consolidated basis, which is
reflective of their ongoing poor operating performance inclusive
of adverse reserve development, an increase in non-admitted assets
driven by uncollected premium balances and a reduction in the
carrying value of the life insurance affiliate, NALIC.  The impact
of these adjustments collectively resulted in a significant
decline in NIC's consolidated policyholder surplus during the
fourth quarter of 2010.

The ratings of NALIC recognize its relatively large operating and
unrealized loss reported in 2010, significant reduction in risk-
adjusted capital and constrained financial flexibility due to the
cross ownership held by the parent as well as NALIC's sister
company, NIC.  Partially offsetting these rating factors are a
diversified product mix and its historically positive statutory
earnings.  A.M. Best also notes NALIC's somewhat improving
financial trends during the first quarter of 2011.

While management has implemented initiatives intended to improve
operating performance and capitalization, the ratings have been
placed under review until A.M. Best has met with management and
concluded its analysis on the impact of these initiatives on the
companies.


TOPIARY CAPITAL: AM Best Downgrades Debt Rating to 'ccc'
--------------------------------------------------------
A.M. Best Co. has downgraded the debt rating to "ccc" from "bb+"
on US$200 million Series 2008-1 Class A principal-at-risk variable
rate notes due August 5, 2011, issued by Topiary Capital Limited
(the issuer) (Grand Cayman, Cayman Islands).  Concurrently, A.M.
Best has removed the rating from under review with developing
implications and assigned a negative outlook.

The rating action reflects confirmation from the calculation
agent, Risk Management Solutions, Inc., that the Japan earthquake,
which occurred on March 11, 2011, was an activation event.  The
notes are now at risk for loss of principal and interest if
subsequent covered events occur during the remaining risk period.

The notes initially provided Platinum Underwriters Bermuda, Ltd.,
with up to US$200 million in second and subsequent event coverage
for qualifying U.S. hurricane and earthquake, European windstorm
and Japanese earthquake events over a three-year period.


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B R A Z I L
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BANCO FIBRA: Moody's Rates Proposed 3-year Sr. Unsec. Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 foreign currency debt
rating to senior unsecured notes to be issued by Banco Fibra S.A.
(Fibra) in the minimum amount of US$100 million, due May 2014.
The outlook on the rating is stable.

Assignment:

   Issuer: Banco Fibra S.A.

   -- Senior Unsecured Regular Bond, Assigned Ba2

Ratings Rationale

The rating agency explained that the foreign currency senior
unsecured debt rating derives from Fibra's Ba2 issuer rating.  At
this rating level, the bond rating is not constrained by the
country ceiling for foreign currency bonds and notes for Brazil.

The proposed notes are being issued under the existing US$1
billion Global Medium Term Note Program, rated (P) Ba2/(P) NP by
Moody's, with stable outlook.

The last rating action on Banco Fibra was on 29 April 2011, when
Moody's affirmed all ratings assigned to Banco Fibra and changed
the outlook to stable from positive.

The principal methodologies used in rating the bank were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.

Banco Fibra S.A. is headquartered in Sao Paulo, Brazil and had
total consolidated assets of R$10,048.3 million (US$6,016 million)
and equity of R$792.3 million (US$474.3 million) as of Dec. 31,
2010.


BANCO PANAMERICANO: CADE OKs BTG Pactual's Planned Acquisition
--------------------------------------------------------------
Rogerio Jelmayer at Dow Jones Newswires reports that Brazil's
antitrust regulator, CADE, approved the acquisition of a
controlling stake of local midsize bank Banco Panamericano SA by
the investment bank BTG Pactual.

Dow Jones Newswires notes that earlier this year, BTG agreed to
pay BRL450 million (US$281 million) to Brazilian showman and
entrepreneur Silvio Santos for his controlling 51% voting stake in
PanAmericano, after the bank teetered on the edge of bankruptcy in
the wake of a massive fraud allegedly committed by some of the
previous management team.

Brazilian state-controlled Caixa Economica Federal (CEF) owns the
other 49% of voting shares of Panamericano.

Cade approved the deal with no restrictions, the report says.

                      About Banco Panamericano

Bank offers loans, personal credit, investments, credit cards, and
lease financing.  Banco Panamericano operates throughout Brazil.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
November 12, 2010, Bloomberg News said that Banco PanAmericano SA
could have been liquidated or subjected to a central bank
intervention to sell its assets if its controller had not tapped
BRL2.5 billion from Brazil's deposit insurance fund to rescue the
bank.  According to the report, Mr. Ferreira said that talks to
rescue PanAmericano started Oct. 11 and were conducted by
Brazilian media mogul Silvio Santos, who controls the bank.

As of July 27, 2010, the company continues to carry Moody's "Ba2"
long-term rating, foreign currency long-term debt rating, and
long-term bank deposits ratings.


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


ALCHEMIST LIMITED: Members Receive Wind-Up Report
-------------------------------------------------
On March 3, 2011, the members of Alchemist Limited received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman
         Cayman Islands


BIOKO INVESTMENTS: Sole Member to Receive Wind-Up Report on May 10
------------------------------------------------------------------
The sole member of Bioko Investments LDC will receive on May 10,
2011, at 10:00 a.m., the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

         Lion International Management Limited
         Craigmuir Chambers
         P.O. Box 71, Road Town
         Tortola
         British Virgin Islands


CASUAR LIMITED: Members Receive Wind-Up Report
----------------------------------------------
On March 25, 2011, the members of Casuar Limited received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman
         Cayman Islands


CHINA ENERGY: Members' Final Meeting Set for May 18
---------------------------------------------------
The members of China Energy Efficiency Technology Co., Ltd. will
hold their final meeting on May 18, 2011, at 9:00 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Richard Finlay
         c/o Krysten Lumsden
         Telephone: (345) 814 7366
         Facsimile: (345) 945 3902
         P.O. Box 2681, Grand Cayman KY1-1111
         Cayman Islands


CONCORDIA FOREIGN: Shareholder to Receive Wind-Up Report on May 26
------------------------------------------------------------------
The sole shareholder of Concordia Foreign Investment Fund, SPC
will receive on May 26, 2011, at 10:00 a.m., the liquidator's
report on the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Ogier
         c/o Catherine Pham
         Telephone: (345) 949-9876
         Facsimile: (345) 949-9877


CREP INVESTMENT: Shareholders' Final Meeting Set for May 27
-----------------------------------------------------------
The shareholders of Crep Investment H Cayman will hold their final
meeting on May 27, 2011, at 8:30 a.m., to receive the liquidator's
report on the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Walkers SPV Limited
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9002
         Cayman Islands


EMEL OVERSEAS: Members' Final Meeting Set for May 27
----------------------------------------------------
The members of Emel Overseas Limited will hold their final meeting
on May 27, 2011, at 11:00 a.m., to receive the liquidator's report
on the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Mr. Rafael Salas Cox
         Teatinos No. 280
         Piso 19
         Santiago
         Chile


JHETA INTERNATIONAL: Members Receive Wind-Up Report
---------------------------------------------------
On March 8, 2011, the members of Jheta International Limited
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman
         Cayman Islands


KEVINGTON LIMITED: Members Receive Wind-Up Report
-------------------------------------------------
On March 16, 2011, the members of Kevington Limited received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman
         Cayman Islands


LOCH CAPITAL: Shareholders' Final Meeting Set for May 26
--------------------------------------------------------
The shareholders of Loch Capital Fund (Offshore) Ltd will hold
their final meeting on May 26, 2011, at 4:00 p.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         DMS Corporate Services Ltd
         c/o Bernadette Bailey-Lewis
         Telephone: (345) 946 7665
         Facsimile: (345) 946 7666
         dms Corporate Services Ltd.
         dms House, 2nd Floor,
         P.O. Box 1344, Grand Cayman KY1-1108
         Cayman Islands


PURPLE EAGLE: Shareholders' Final Meeting Set for May 26
--------------------------------------------------------
The shareholders of Purple Eagle Limited will hold their final
meeting on May 26, 2011, at 11:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Trident Liquidators (Cayman) Limited
         c/o Mrs. Eva Moore
         Trident Trust Company (Cayman) Limited
         Telephone: (345) 949 0880
         Facsimile: (345) 949 0881
         P.O. Box 847, George Town
         Grand Cayman KY1-1103
         Cayman Islands


Q.D.M. LTD: Shareholders' Final Meeting Set for May 27
------------------------------------------------------
The shareholders of Q.D.M. Ltd. will hold their final meeting on
May 27, 2011, at 11:00 a.m., to receive the liquidator's report on
the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Raymond E. Whittaker
         c/o FCM LTD.
         Telephone: 345-946-5125
         Facsimile: 345-946-5126
         P.O. Box 1982, Grand Cayman KY-1104
         Cayman Islands


RENDEVOUR LIMITED: Shareholders' Final Meeting Set for June 10
--------------------------------------------------------------
The shareholders of Rendevour Limited will hold their final
meeting on June 10, 2011, at 9:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         John Sutlic
         Close Brothers (Cayman) Limited
         Harbour Place, Fourth Floor
         P.O. Box 1034, Grand Cayman KYI-1102
         Cayman Islands


SILVERSTONE LIMITED: Shareholders' Final Meeting Set for May 24
---------------------------------------------------------------
The shareholders of Silverstone Limited will hold their final
meeting on May 24, 2011, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Wardour Management Services Limited
         Telephone: (345) 945-3301
         Facsimile: (345) 945-3302
         P.O. Box 10147, Grand Cayman KY1-1002
         Cayman Islands


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C H I L E
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AUTOMOTORES GILDEMEISTER: Fitch Assigns Initial 'BB' IDR
--------------------------------------------------------
Fitch Ratings has assigned these initial ratings to Automotores
Gildemeister S.A. (AG):

   -- Foreign currency Issuer Default Rating (IDR) 'BB';

   -- Local currency IDR 'BB'.

Fitch has also assigned a 'BB' rating to AG's proposed bonds
issuance.  The target amount of the proposed issuance will be
between US$250 million and US$300 million; the final amount of the
issuance will depend on market conditions and the tenor is
projected to be from seven to 10 years.  Proceeds from the
proposed issuance will primarily be used to refinance existing
debt and to improve the company's liquidity position.

The Rating Outlook is Stable.

AG's credit ratings reflect the company's solid business position
in the automobile distribution and retailing industry within Chile
and Peru with market shares of 13% and 16%, respectively.  They
also take into consideration the company's unique business model,
which has resulted in EBITDAR margins of about 12%.  Further
considered in the ratings was the company's strong performance
during 2009, a period of high stress in the market, and the
favorable outlook for vehicle demand in Chile and Peru.

The ratings are constrained by the cyclicality of AG's business,
moderate leverage and limited product diversification.  The latter
factor exposes the company to reputation risk associated with the
Hyundai brand.  Also factored in the ratings is the expectation
that the company's FCF will be negative during 2011 and 2012, as
working capital needs will increase due to the growth of the
company's business.

The Stable Outlook reflects Fitch's expectation that AG will
continue to deliver strong operating results based due to its
solid market position.  The Stable Outlook also factors in the
expectation that the company leverage will remain stable around 3
times (x) during the short- and medium-term and that the company's
debt profile will significantly improve after the proposed bond is
issued.

Strong Brands and Solid Market Positions Support Ratings:

The company benefits from the strong brand recognition of the
vehicles it sells.  Hyundai is the most important brand sold and
distributed by the company, accounting for approximately 70% of
AG's revenues.  The commercial relationship between AG and Hyundai
has existed for more than 20 years; it is renewed every four
years.  Based upon AG's success in managing the Hyundai brand in
Chile and Peru, this relationship is expected to remain solid
through the foreseeable future.

The ratings also reflect AG's ability to withstand competitive
pressures based upon its market position.  The company is the
third largest auto distributor in Chile and the second most
important importer and distributor in Peru.

Business Model Sustains EBITDAR Margins Around 12%:

AG is the exclusive importer and distributor of many different
vehicles brands in Chile and Peru, the most important of which is
Hyundai.  In this role, the company is responsible for all tasks
related to these brands.  They include developing the brand image,
managing the dealer network, setting prices and managing marketing
campaigns.

The company has also entered into the retail market through owned
or leased stores.  At the end of 2010, AG's network consisted of a
network of 174 dealers throughout Chile and Peru.  Approximately
half of these dealers are owned by AG.  In addition, the company
provides after sales support and services.

AG's integrated business model has allowed it to generate EBITDAR
margins of about 12%.  These levels are higher than those
companies that are only involved in the retail segment in Chile
and Peru, and compare favorably with margins of about 4% - 6% for
U.S. auto retailers.

Cyclicality & Limited Diversification Constrain Ratings:

AG's operations are very sensitive to macro drivers such as GDP
growth, credit availability, interest rate and unemployment.
During downturns, the industry leaders have to reduce margins in
order to shrink inventory levels.  AG's lack of diversity of
operations across several product areas, geographies and brands
limits the resilience of its operating results.

The automobile business is AG's core business, generating
approximately 90% of its total revenues.  The company's geographic
diversification is somewhat limited, as Chile represents about 70%
of revenues, while Peru accounts for the remaining 30% of
revenues.  Santiago and Lima are the most important markets in
these countries.  In addition to this geographic risk, the AG's
brand mix is highly dependent of Hyundai products, which represent
approximately 70% of the company's sales.

Growing Business Supported by Favorable Macroeconomic-driven Sales
Environment:

The ratings consider the company's positive business outlook for
Chile and Peru.  In both markets, the demand for new cars has been
trending positive during the last years.  After growing 5.2% in
2010, the Chilean economy is forecast to post growth rates of 4.5%
and 5.3% during 2011 and 2012, respectively.  The Peruvian economy
grew 8.8% during 2010, and it is expected to grow by 6.3% and 6.1%
during 2011 and 2012, respectively.

Fitch currently rates Chile's long-term IDR 'A+' and its long-term
local currency IDR 'AA-'.  The Rating Outlook is Stable.  Fitch
rates Chile's Country Ceiling 'AA+'.  Fitch currently rates Peru's
long-term foreign currency IDR 'BBB-' and its long-term local
currency IDR 'BBB'.  The Rating Outlook is Positive.  Fitch rates
Peru's Country Ceiling 'BBB'.

The number of new cars per year in Chile increased from 182,000 to
289,000 between 2005 and 2010, a compounded average growth rate
(CAGR) of 10%.  In the case of Peru, the numbers of new cars per
year increased from 21,000 to 102,000 during the same period,
reflecting a CAGR of 37%.  This trend is expected to continue
during the medium term with projected growth rates in the range of
7% and 10% for these markets.

In addition to rising income levels, growth should be driven by
low levels of automobile ownership.  The ratio of inhabitant per
vehicle was 6.1x in Chile and 19.2x in Peru during 2010.  These
levels remain below those in other countries in the region: Brazil
(5.1x), Argentina (5.0x), and Mexico (3.7x).

Credit Profile Improving but Track Record of Low Leverage is
Short:

AG's total adjusted leverage, as measured by total adjusted debt
versus total EBITDA was 3.4x during 2010.  This ratio compares
favorably with leverage ratios of 5.5x and 4.7x in 2009 and 2008.
The improvement was primarily due to an improvement in the
company's EBITDA to US$131 during 2010 from US$60 million of
EBITDA during 2009 and US$74 million in 2008.  The improvement in
EBITDA during 2010 was primarily driven by the solid increase in
units sold in both markets, as well as higher prices in Chile.

In Chile, the number of passenger and light commercial vehicles
sold by the company increased from 27,805 units to 37,683 between
2009 to 2010, while the average prices increased from US$13,881 to
US$15,921.  In Peru, passenger and light commercial vehicles sold
increased from 10,312 units to 16,218 units, a 57% increase
between 2009 and 2010.  The average price for these vehicles
remained relatively flat at approximately US$15,000 per unit.

The ratings incorporate an expectations that the company's gross
adjusted leverage will remain stable around 3x in the short and
medium term with expected EBITDAR levels around US$148 million and
US$175 million during 2011 and 2012, respectively.

Liquidity Expected to Improve with Proposed 10-year Unsecured Debt
Transaction:

AG had US$439 million of total adjusted debt during 2010.  This
debt consists of US$327 million of on-balance debt and US$112
million of off-balance lease adjusted debt -- calculated as 7x
annual rental expenses of US$16 million.  The company's liquidity
remains below average levels for the rating category, as the
company's short-term debt remains high and its capacity to
generate positive free cash flow during periods of growth has been
historically limited.  At the end of December 2010, the company
had US$60 million of cash and US$152 million of short-term debt.
With the proposed transaction, the company expects to reduce its
short-term debt to about US$75 million and eliminate any debt
maturity in the next few years enhancing its financial
flexibility.

The proposed transaction will improve the company liquidity and
debt maturity profile.  The ratings factor in the expectation that
the company will build a track record of consistent credit profile
with stable credit metrics similar to those levels reached in
2010.

Negative Free Cash Flow During Periods of Growth:

The company's FCF generation has been volatile during the last
years with levels of -US$17million, -US$81 million, +US$90
million, and -US$7million during 2007, 2008, 2009, and 2010,
respectively.  The positive FCF during 2009 was due to a sharp
reduction in inventory levels.

The ratings factor in the expectation that the company's FCF will
be negative during 2011 and 2012.  This negative trend in the
company's FCF is expected to be driven primarily by significant
increase in working capital needs as the business is expected to
continue growing.  Capex should be about US$40 million to US$50
million per year, and distributed dividends should remain in the
range of US$30 million to US$40 million per year.


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


PACIFIC RUBIALES: Moody's Assigns First Time 'Ba3' CFR
------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating of Ba3 to Pacific Rubiales Energy Corp.  The outlook is
positive.

"The Ba3 rating for PRE reflects the scale of its oil-focused
reserves and production, a favorable leverage position, the
company's track record in overcoming infrastructure constraints
and achieving production growth in the past three years, and a
technically capable and seasoned management team," said Tom
Coleman, Moody's Senior Vice President.  "Our positive outlook
considers the expectation that the company's growth pattern will
continue as it develops its prospects while also working towards a
long-term solution to replace its core Rubiales and Piriri
production before those concessions expire in 2016."

Ratings Rationale

PRE's substantial heavy oil reserves and strong production growth
are key supports for the Ba3 rating.  Despite a relatively short
operating record in its current corporate form, the company has
alleviated numerous infrastructure issues and staged sizeable
production growth since early 2008.  After achieving year-over-
year production growth of 59% in 2009 and 67% in 2010, PRE has
established itself as the second largest oil and gas producer in
Colombia following Ecopetrol S.A.

As of year-end 2010, the company's scale and leverage profile
compare favorably to or lower than some similarly rated peer
companies, with net proved reserves of 263 million BOE (proforma
for post-2010 reserve additions), debt per proved developed (PD)
reserves of US$6.40 per BOE, and average daily production of
US$15,300 per BOE.  In addition, Moody's anticipates that PRE's
capital spending for 2011 will be internally funded and should
result in leverage improving by the end of the year.

At the same time, the Ba3 rating is constrained by the
concentration of PRE's reserves and production, which are
predominantly in Colombia, and by the potential expiration in 2016
of the contract concessions for its interests in the Rubiales and
Piriri fields.  These concessions contributed 75% of the company's
production in 2010 and represent a significant portion of its
future production growth.  To maintain and grow its reserves and
production, the company will likely need to secure new parallel
contracts to replace the expiring concessions and establish other
sources of production such as through the secondary recovery
project on the Quifa oil field using its STAR (Synchronized
Thermal Additional Recover) pilot technology.  In addition,
significant investment will be needed to build sufficient takeaway
capacity to support future production growth.

The positive outlook reflects Moody's expectation that PRE's
production and reserve volumes will stay on course to achieve
scale in reserves and production compatible with a higher rating.
Leverage would also need to remain in the area of US$7.00/BOE on
PD reserves.  Moody's could consider an upgrade to Ba2 as PRE
demonstrates production growth from the ongoing Rubiales/Piriri
field developments as well as from the Quifa field, which will be
subject to PRE's STAR pilot testing.  While there is no guarantee
that the STAR program will generate significantly positive
results, its adoption has the potential to contribute alternate
potential production and reserves from known resources.

Alternatively, the outlook could be returned to stable if the
company is unable to attain its production growth target of 100
Mboe/d and if leverage on PD reserves cannot be maintained in the
area of US$7.00/BOE.  The outlook could also be pressured if the
STAR pilot testing program proves to be ineffective.  Most
notably, given the importance of the Rubiales/Piriri production,
any indications in the medium-term that PRE would not be able to
secure parallel contracts for the expiring concessions or
establish sufficient alternative production sources would likely
be negative for the rating.

The principal methodology used in rating Pacific Rubiales was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008.

Pacific Rubiales, a Canadian-based company and producer of natural
gas and heavy crude oil, owns Meta Petroleum Corp., the Colombian
entity that operates the Rubiales/Piriri and Quifa oil fields in
the Llanos Basin in association with Ecopetrol, S.A.; and Pacific
Stratus Energy Colombia Corp., which operates the wholly owned La
Creciente gas field in the northern part of Colombia and other
light and medium oil fields.


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


AIR JAMAICA: CAL Mum on Possible Additional Job Cuts
-----------------------------------------------------
RJR News reports that Caribbean Airlines Limited is mum on whether
there will be further staff cuts at Air Jamaica Limited after it
signs an agreement in coming days to officially take control of
the airline.

As reported in the Troubled Company Reporter-Latin America on
May 5, 2011, Trinidad Express said more than 50 Air Jamaica
employees have been let go at the end of April because of the
planned merger with Caribbean Airlines.  Laura Asbjornsen, head of
Corporate Communications at CAL, told Trinidad Express that the
downsizing was a major step towards the formation of one company.
Trinidad Express, citing Jamaica Gleaner, noted that the majority
of customer service staff at the airline have had their positions
downgraded to part-time while others, whose contracts have
expired, have been given a two-month contract.

CAL was scheduled to formalize its Shareholders' Agreement with
the Jamaican Government March 15, according to RJR News.

Laura Asbjornsen, Caribbean Airlines' Communications Director did
not state whether more jobs would be cut.

                        About Air Jamaica

Headquartered in Kingston, Jamaica, Air Jamaica Limited --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 23, 2010, Trinidad and Tobago Caribbean Airline on May 1,
2010, acquired Air Jamaica for US$50 million and operated six Air
Jamaica aircraft and eight of its routes.  Jamaica got a 16% stake
in the merged operation, with CAL owning 84%.  According to a TCR-
LA report on June 29, 2009, RadioJamaica News said the Jamaican
government indicated it will name a buyer for cash-strapped Air
Jamaica.  RadioJamaica related the airline has been hemorrhaging
over US$150 million per annum and the government has had to foot
the massive bill.  In addition, RadioJamaica said, Air Jamaica
currently has over US$600 million in loans outstanding.

As of Aug. 18, 2010, the airline continues to carry Moody's "B3"
long-term corporate family, and senior unsecured debt ratings.


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


AXTEL S.A.B.: Moody's Downgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Axtel, S.A.B. de C.V.
(Axtel)'s corporate family rating to B3 from B2 given its weakened
liquidity position and uncertain business prospects.  The ratings
outlook is negative.

These issues were affected by Moody's action:

   -- US$275 million of 7.625% Senior Unsecured Global Notes due
      2017: Downgraded to B3 from B2

   -- US$490 million of 9% Senior Unsecured Global Notes due 2019:
      Downgraded to B3 from B2

Ratings Rationale

Moody's action reflects the company's weakened liquidity position
due to negative free cash flow generation and uncertain business
prospects. While the 8% revenue growth and 21% increase in
reported EBITDA in the first quarter 2011 versus a year ago were
above Moody's expectations, uncertainty remains about Axtel's
ability to significantly and sustainably revert past unfavorable
operating results.  Management reported that cash reached a low
level of US$72 million in cash at March 31, from US$106 million at
December 31, 2010.  This cash level compares to about US$80
million in annual interest payments and unpredictable levels of
working capital needs.  The planned 35% reduction in capex in 2011
to about US$180 million from US$280 in 2010, while positive in the
short-term from a liquidity perspective, raises questions about
the company's ability to grow revenue in an highly competitive
operating environment and reduce its high monthly churn rates of
about 1.9%.

Axtel's revenue base is relatively small and the company faces
strong operating challenges given strong competition from much
larger incumbent companies such as Telmex (A3 stable), cable TV
operators, and ongoing wireless substitution. Mitigating these
credit negatives are Axtel's solid EBITDA margin and strengthened
network.

Over the last three years, these factors have jeopardized Axtel's
cash flow generation and credit profile: i) the technology
problems faced with Wimax in most of 2008; ii) the economic
recession in Mexico in 2009; iii) the need to maintain elevated
levels of capex aiming at sustaining revenues; iv) continued
negative pressure on revenues and margins due to tough competitive
environment in all of the company's business segments; and v)
higher financial leverage due to lower operating margins and cash
position.

The economic recession in Mexico in 2009 hit Axtel just after
facing technology problems from the rollout of Wimax in early
2008. Moreover, stiffer competition starting in late 2008 from
cable TV companies on top of strong competition from Telmex have
forced prices down, impacting revenues and margins.  Moody's
believes that, because of the need to replace disconnected
subscribers and grow and improve services, reduction in capex
would not be a viable option longer term.  Despite the fact that
recent high investments in optic fiber of about US$80 million in
the last couple of years started to generate positive results in
broadband services in the first quarter of 2011, it is still
uncertain if these will be sustainable and sufficient to revert
past unfavorable operating results especially related to legacy
voice services, which represent about 65% of sales.

Competition in the telecom industry in Mexico has intensified in
the last three years as cable companies started offering telephony
services to their residential video customers, while the trend of
fixed-to-mobile migration continues.  Axtel does not provide video
currently.  In addition, incumbent Telmex has been aggressive in
protecting its customer base, both residential and business,
placing pressure on competitors to reduce prices and improve
service quality.  Moody's believes that this tough competitive
environment will persist for the long term given that the large
diversified media company Televisa's (Baa1 stable) has just stated
strengthening its telecom offerings by adding mobile telephony to
its current portfolio of DTH, cable TV, broadband access and fixed
telephony services.  This stiff competitive environment diminishes
industry pricing power and increases marketing expenses, thus
impacting operating margins.  Recent legal changes towards
strengthening the telecom regulator's power are favorable to
smaller operators such as Axtel but cannot yet be quantified at
this point.

The negative rating outlook reflects Moody's view that Axtel's
liquidity will remain under pressure as its cash flow is impacted
by the need to invest in its network.

Should Axtel's liquidity position weaken further from modest
operating results and continued negative free cash flow
generation, its ratings could undergo further negative rating
actions.  Moody's will continue to closely monitor the company's
interest coverage ratio, as measured by EBITDA minus capex to
interest expense, and debt/EBITDA ratio.  An underperformance of
Axtel's business that does not allow for an improvement in
interest coverage from current low levels or that drive adjusted
debt/EBITDA above 3.5 times for an extended period of time would
also pressure the ratings.

Given the current situation, Moody's doesn't foresee positive
rating action in the near term.  A stable outlook is possible if
there is material improvement to the liquidity picture.


KANSAS CITY SOUTHERN: Moody's Hikes CFR to 'B1' on Revenue Growth
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Kansas City
Southern de Mexico, S.A. de C.V., corporate family rating to Ba3
from B1.  The ratings outlook for KCSM is positive.

KCSM's ratings were upgraded in recognition of the substantial
revenue and yield growth that the company is demonstrating in the
recovering economic environment, particularly in light of higher
growth in the Mexican industrial sectors.  KCMS's margins have
improved dramatically over the past two years, and operating
ratios (essentially, 1-operating margins) are now below 70%, which
is on par with many of the larger Class I railroads.  Because of
this improvement in profitability, and aided by a modest amount of
debt reduction recently, KCSM's credit metrics have improved to
levels that map well to Ba3-rated entities.  LTM March 2011 Debt
to EBITDA was approximately 3.1 times, and EBIT to Interest was
2.4 times.  These measures now compare favorably with those of
KCSM sister railroad in the U.S., Kansas City Southern Railway
(KCSR), which is rated Ba3.  Moody's expects that, with continued
steady volume growth in a strong pricing environment, these
metrics will continue to improve through 2011.

The positive outlook for KCSM reflects Moody's expectations that
the company will continue to see steady revenue growth over the
near term at improving margins, which will result in improved
earnings and positive free cash flow over this period.  This could
result in credit metrics that are supportive of higher ratings at
KCSM.  Moody's anticipates that such an outcome could be achieved
even under a slow macroeconomic growth scenario in North America.

Ratings at KCSM could be upgraded if its railroad operations were
to show steady and sustained growth in yield and volume the next
6-12 months without any material deterioration in service metrics.
The railroad would have to demonstrate a continuous track record
of strong positive free cash flow generation while maintaining
capital investments at current levels.  Operating ratios would
need to trend below 70% throughout 2011 to warrant upward rating
consideration, with Debt/EBITDA sustained below 3.0 times and
EBIT/Interest above 3.5 times.  Conversely, ratings KCSM could
face downward revision if operating conditions were to weaken to a
point that Debt/EBITDA exceeds 4.0 times, if EBIT/Interest falls
below 2.0 times, or if deterioration in liquidity becomes a
constraint on either company's operating or investing activities.

Upgrades:

   Issuer: Kansas City Southern de Mexico, S.A. de C.V.

   -- Corporate Family Rating, Upgraded to Ba3 from B1

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 from
      Ba3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
      from B1

The principal methodology used in rating Kansas City Southern de
Mexico, S.A. de C.V. was the Global Freight Railroad Industry
Methodology, published March 2009.  Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Kansas City Southern de Mexico, S.A. de C.V., a wholly-owned
subsidiary of U.S. holding company Kansas City Southern, owns the
concession to operate Mexico's northeastern railroad.


VITRO SAB: Says Ch. 15 Should Stay in NY as Texas Judge Ill
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB argued in a court filing on May 4 that its Chapter 15
case should remain in New York because the bankruptcy judge in
Fort Worth, Texas, is ill.  Holders of some of the US$1.2 billion
in defaulted bonds filed a motion to transfer the Chapter 15 case
to Texas.  Vitro filed its second Chapter 15 petition in New York
on April 14 after a judge in Mexico reinstated the previously
dismissed Mexican reorganization.

Mr. Rochelle notes that under bankruptcy law, the court in Texas
with the first-filed case has the right to decide if it will take
a later case filed elsewhere.  Vitro says that the judge in New
York, who had no prior familiarity with Vitro, is in the same
position as the other Texas judges because U.S. Bankruptcy Judge
Russell Nelms, who originally heard Vitro cases, will be off the
bench temporarily.  Fintech Investments Ltd., calling itself a
substantial creditor, supports Vitro's bid to keep the Chapter 15
case in New York.


VITRO SAB: Committee Looking for Higher Offer for U.S. Units
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB's official creditors' committee asked for a delay in the
hearing scheduled to begin May 6 in Texas on a motion to approve
sale procedures for the four U.S. Vitro subsidiaries that put
themselves into Chapter 11 in the face of involuntary petitions
filed in November.  With regard to selling the U.S. companies, the
committee is asking the judge for a one-week adjournment of the
hearing for approval of auction procedures.  In the meantime, the
creditors' panel wants to look into a higher offer and investigate
the "independence of the stalking horse bidder."  A union pension
plan supports the creditors and says there is no reason for a
quick sale.

Vitro is seeking approval to engage in a sale process where Grey
Mountain Partners LLC from Boulder, Colorado, would buy Vitro's
U.S. units for US$44 million absent higher and better bids at an
auction.  Under the sale contract, Grey Mountain would receive a
3% break-up if it is outbid at the auction.  Vitro competitor Arch
Aluminum & Glass Co. Inc., an affiliate of Sun Capital Partners
Inc., a private-equity investor from Boca Raton, Florida, has come
out in the open, offering to be the stalking horse bidder with a
$45 million bid, and no break-up fee.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange, namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P., as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel.  Kurtzman Carson Consultants is the
claims and notice agent.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Proposes Bonus Program for Top Managers
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
to retain top-level managers, Vitro SAB is proposing a bonus
program.  Vitro filed a motion on May 4 for approval of bonus
programs for 17 top executives.  The chief executive officer and
chief financial officer would benefit from an incentive program
that would cost US$1.02 million at most.  To qualify, the U.S.
companies must be sold for more than US$44 million, the price in
the contract already in hand.  If the sale is more than $44
million and less than US$50 million, the bonus would be 3.75% of
the amount above US$44 million.  The executives would receive 4.5%
of the price above $50 million.  The maximum bonus would be earned
at a sale price of about US$74.6 million.  For 15 high-level
mangers, Vitro is proposing a bonus pool of US$267,700.  To
qualify for payment equaling 12.5% of a year's salary, the
managers must still be employed when the sale of the business is
completed.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel.  Kurtzman Carson Consultants is the
claims and notice agent.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


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


CARIBE MEDIA: Bankruptcy Cues Moody's to Slash CFR to 'Ca'
----------------------------------------------------------
Moody's Investors Service changed Caribe Media, Inc.'s Probability
of Default Rating (PDR) to D from Caa3 following the company's
announcement that it filed voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on May 3, 2011.  In
addition, the company's Corporate Family Rating was lowered from
Caa2 to Ca and its senior secured revolver and term loan ratings
were lowered from B3 to Caa1.  The rating outlook was changed to
stable from negative.  Moody's expects to withdraw all ratings for
the company over the near term.

Downgrades:

   Issuer: Caribe Media, Inc.

   -- Probability of Default Rating, downgraded to D from Caa3

   -- Corporate Family Rating, downgraded to Ca from Caa2

   -- Senior Secured Revolver due 2012, downgraded to Caa1, LGD2-
      11% from B3, LGD2-16%

   -- Senior Secured Term Loan due 2013, downgraded to Caa1, LGD2-
      11% from B3, LGD2-16%

Outlook Actions:

   Issuer: Caribe Media, Inc.

   -- Outlook, changed to Stable from Negative

   -- Moody's does not rate Caribe's US$50.6 million (includes PIK
      accretion) of subordinated notes due 2014, which are held
      entirely by its primary shareholder Welsh, Carson, Anderson
      & Stowe.

Ratings Rationale

The downgrade of the PDR to D reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating.  The Ca Corporate
Family Rating (CFR) and the Caa1 ratings for the senior secured
credit facilities were based on the application of Moody's Loss
Given Default framework utilizing an expected 50% family recovery
rate for the overall company, and an 80% to 90% recovery rate for
the senior secured credit facilities.

Caribe Media, Inc.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Caribe Media, Inc.'s core
industry and believes Caribe Media, Inc.'s ratings are comparable
to those of other issuers with similar credit risk.

Caribe Media, Inc., based in Puerto Rico, owns directory
publishing operating subsidiaries in two Caribbean nations.  In
Puerto Rico, Caribe owns 60% of Axesa Servicios de Informacion S.
en C. and Axesa Servicios de Informacion Inc., and in the
Dominican Republic Caribe owns 100% of Caribe Servicios de
Informacion Dominicana S.A.  The company reported revenues of
approximately US$92 million for the eleven months ended November
2010.  The company is an indirect, wholly-owned subsidiary of
Local Insight Media Holdings, Inc. whose primary owner is Welsh,
Carson, Anderson & Stowe.


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


CL FIN'L: CLICO Class Action Suit Hearing Starts May 10
-------------------------------------------------------
Trinidad Express reports that the first hearing of the Colonial
Life Insurance Company Limited (CLICO) policyholders
representative/class action lawsuit filed on April 5 will be heard
before Justice Devindra Rampersad on May 10, 2011, at 1:00 p.m.,
at the Hall of Justice, Port of Spain.  CLICO is a subsidiary of
CL Financial Limited.

Essentially, the lawsuit is asking the court to determine whether
or not the "Dookeran Plan to pay policyholders TT$75,000 plus zero
interest bonds payable over 20 years" is legal, having regard to
the fact that implementation of this plan will result in the
permanent loss of CLICO EFPA policyholders' vested status and
standing as beneficiaries under the trust created by sections 37
and 39 of the Insurance Act Chapter 84:01, CLICO Policyholders
Group Chairman Peter Permell said in a statement obtained by the
news agency.

The matter was originally scheduled to be heard before Justice
Carol Gobin who had to recuse herself on the grounds that she was
a CLICO policyholder, according to Trinidad Express.  The report
relates that the matter was subsequently reassigned to Justice
David Harris who also recused himself.

The Group is represented in the matter by attorneys Lynette
Seebaran Suite, Ekta Rampersad and Sydelle Johnson.

                      About CL Financial

CL Financial Limited is a privately held conglomerate in Trinidad
and Tobago.  Founded as an insurance company by Cyril Duprey,
Colonial Life Insurance Company was expanded into a diversified
company by his nephew, Lawrence Duprey.  CL Financial is now one
of the largest local conglomerates in the region, encompassing
over 65 companies in 32 countries worldwide with total assets
standing at roughly US$100 billion.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
August 10, 2009, A.M. Best Co. downgraded the financial strength
rating to C (Weak) from B (Fair) and issuer credit rating to "ccc"
from "bb" of Colonial Life Insurance Company (Trinidad) Limited
(CLICO) (Trinidad & Tobago).  The ratings remain under review with
negative implications.  CLICO is an insurance member company of CL
Financial Limited (CL Financial), a diversified holding company
based in Trinidad & Tobago.

According to a TCR-LA report on Feb. 20, 2009, citing Trinidad and
Tobago Express, Tobago President George Maxwell Richards signed
bailout bills for CL Financial, giving the government the
authority to control the company's unit, Colonial Life Insurance
Company, and giving the central bank extensive powers to treat
with CL Financial's collapse and the consequent systemic crisis.


===============
X X X X X X X X
===============


* S&P's Global Corporate Defaults Tally Has Five in 1st Quarter
---------------------------------------------------------------
Globally, five companies (four public and one confidentially
rated) defaulted in the first quarter of 2011, said an article
published May 6 by Standard & Poor's Global Fixed Income Research,
titled "Quarterly Default Update And Rating Transitions
(Premium)."

The volume of rated debt affected by defaulters in the first
quarter was US$3.62 billion, and the U.S. accounted for US$3.41
billion (94%) of the total.  Of the five defaults in first-quarter
2011, four were domiciled in the U.S., and one was based in the
Czech Republic.  For details about the defaults in the first
quarter, see "First-Quarter 2011 Default Synopses (Premium)," also
published May 6.

Globally, credit market conditions continue to improve.  The
quarterly default rate for speculative-grade-rated corporate
entities fell to 0.16% at the end of first-quarter 2011, compared
with 0.59% in the fourth quarter of 2010 and 0.98% in first-
quarter 2010.

"On a trailing-12-month basis, the global speculative-grade
default rate as of March 2011 was 2.1%, down from 8.4% at the same
time this past year and a high of 10% in November 2009," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research.  "The default rate is now at its lowest point since
August 2008, the last reading prior to the collapse of Lehman
Brothers and the ensuing recession in the U.S."

Overall, credit quality has, in our view, continued to stabilize
over the past 18 months, though the number of downgrades has
increased slightly across all regions.  The downgrade-to-upgrade
ratio rose to 1.1% in first-quarter 2011 from 0.64% in the fourth
quarter of 2010, but it's still close to the parity level of 1%.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                         Total    Shareholders
                                         Assets         Equity
Company               Ticker            (US$MM)         (US$MM)
-------               ------          ------------      -------

ARGENTINA

IMPSAT FIBER-US        IMPTD AR         535007008        -17164978
IMPSAT FIBER NET       330902Q GR       535007008        -17164978
IMPSAT FIBER NET       XIMPT SM         535007008        -17164978
IMPSAT FIBER-BLK       IMPTB AR         535007008        -17164978
IMPSAT FIBER-C/E       IMPTC AR         535007008        -17164978
IMPSAT FIBER-CED       IMPT AR          535007008        -17164978
SOC COMERCIAL PL       CADN EU          143096734       -251846058
SOC COMERCIAL PL       CVVIF US         143096734       -251846058
SOC COMERCIAL PL       COME AR          143096734       -251846058
COMERCIAL PLA-BL       COMEB AR         143096734       -251846058
SOC COMERCIAL PL       SCDPF US         143096734       -251846058
SOC COMERCIAL PL       CADN EO          143096734       -251846058
SOC COMERCIAL PL       CAD IX           143096734       -251846058
COMERCIAL PL-C/E       COMEC AR         143096734       -251846058
SOC COMERCIAL PL       CADN SW          143096734       -251846058
COMERCIAL PLAT-USD     COMED AR         143096734       -251846058
COMERCIAL PL-ADR       SCPDS LI         143096734       -251846058
SNIAFA SA              SNIA AR           11229696      -2670544.88
SNIAFA SA-B            SNIA5 AR          11229696      -2670544.88
SNIAFA SA-B            SDAGF US          11229696      -2670544.88


BRAZIL

VARIG SA-PREF          VAGV4 BZ         966298026      -4695211316
VARIG SA-PREF          VARGPN BZ        966298026      -4695211316
VARIG SA               VARGON BZ        966298026      -4695211316
VARIG SA               VAGV3 BZ         966298026      -4695211316
AGRENCO LTD            AGRE LX          637647275       -312199404
AGRENCO LTD-BDR        AGEN11 BZ        637647275       -312199404
LAEP-BDR               MILK11 BZ        439175082        -60172005
LAEP INVESTMENTS       LEAP LX          439175082        -60172005
CIA PETROLIFERA        MRLM3 BZ         377602195      -3014291.72
CIA PETROLIFERA        1CPMON BZ        377602195      -3014291.72
CIA PETROLIF-PRF       MRLM4 BZ         377602195      -3014291.72
CIA PETROLIF-PRF       1CPMPN BZ        377602195      -3014291.72
BOMBRIL SA-ADR         BMBBY US         316331265       -123554206
BOMBRIL-RGTS PRE       BOBR2 BZ         316331265       -123554206
BOMBRIL SA-ADR         BMBPY US         316331265       -123554206
BOMBRIL                BOBR3 BZ         316331265       -123554206
BOMBRIL CIRIO-PF       BOBRPN BZ        316331265       -123554206
BOMBRIL-PREF           BOBR4 BZ         316331265       -123554206
BOMBRIL CIRIO SA       BOBRON BZ        316331265       -123554206
BOMBRIL-RIGHTS         BOBR1 BZ         316331265       -123554206
BOMBRIL                BMBBF US         316331265       -123554206
TELEBRAS-CM RCPT       RCTB32 BZ        269372906      -13465060.7
TELEBRAS-ADR           TBX GR           269372906      -13465060.7
TELEBRAS-CEDE PF       RCT4D AR         269372906      -13465060.7
TELEBRAS-PF RCPT       TLBRUP BZ        269372906      -13465060.7
TELEBRAS-RECEIPT       TLBRUO BZ        269372906      -13465060.7
TELEBRAS-CEDEA $       TEL4D AR         269372906      -13465060.7
TELEBRAS-ADR           RTB US           269372906      -13465060.7
TELEBRAS-ADR           TBRAY GR         269372906      -13465060.7
TELEBRAS-RCT           RCTB33 BZ        269372906      -13465060.7
TELEBRAS/W-I-ADR       TBH-W US         269372906      -13465060.7
TELEBRAS-ADR           TBAPY US         269372906      -13465060.7
TELEBRAS-RTS CMN       TCLP1 BZ         269372906      -13465060.7
TELEBRAS-PF RCPT       TBAPF US         269372906      -13465060.7
TELEBRAS-CM RCPT       TBRTF US         269372906      -13465060.7
TELEBRAS SA-RT         TELB9 BZ         269372906      -13465060.7
TELEBRAS-BLOCK         TELB30 BZ        269372906      -13465060.7
TELECOMUNICA-ADR       81370Z BZ        269372906      -13465060.7
TELEBRAS SA-PREF       TELB4 BZ         269372906      -13465060.7
TELEBRAS-PF BLCK       TELB40 BZ        269372906      -13465060.7
TELEBRAS-RTS PRF       RCTB2 BZ         269372906      -13465060.7
TELEBRAS-CEDE PF       RCT4C AR         269372906      -13465060.7
TELEBRAS SA            TBASF US         269372906      -13465060.7
TELEBRAS-CEDE PF       RCTB4 AR         269372906      -13465060.7
TELEBRAS-ADR           TBH US           269372906      -13465060.7
TELEBRAS-RTS CMN       RCTB1 BZ         269372906      -13465060.7
TELEBRAS-COM RT        TELB1 BZ         269372906      -13465060.7
TELEBRAS-CEDE BL       RCT4B AR         269372906      -13465060.7
TELEBRAS-RTS PRF       TLCP2 BZ         269372906      -13465060.7
TELEBRAS-RCT PRF       TELB10 BZ        269372906      -13465060.7
TELEBRAS-CEDE PF       TELB4 AR         269372906      -13465060.7
TELEBRAS-PF RCPT       RCTB42 BZ        269372906      -13465060.7
TELEBRAS-CED C/E       TEL4C AR         269372906      -13465060.7
TELEBRAS-CM RCPT       RCTB31 BZ        269372906      -13465060.7
TELEBRAS SA            TELB3 BZ         269372906      -13465060.7
TELEBRAS-ADR           TBASY US         269372906      -13465060.7
TELEBRAS-PF RCPT       CBRZF US         269372906      -13465060.7
TELEBRAS SA            TLBRON BZ        269372906      -13465060.7
TELEBRAS-PF RCPT       RCTB41 BZ        269372906      -13465060.7
HOTEIS OTHON SA        HOOT3 BZ         255036150      -42606769.7
HOTEIS OTHON-PRF       HOOT4 BZ         255036150      -42606769.7
HOTEIS OTHON-PRF       HOTHPN BZ        255036150      -42606769.7
HOTEIS OTHON SA        HOTHON BZ        255036150      -42606769.7
TEKA-PREF              TKTPF US         246866965       -392777063
TEKA-ADR               TEKAY US         246866965       -392777063
TEKA-PREF              TEKA4 BZ         246866965       -392777063
TEKA-ADR               TKTPY US         246866965       -392777063
TEKA                   TEKA3 BZ         246866965       -392777063
TEKA-PREF              TEKAPN BZ        246866965       -392777063
TEKA                   TEKAON BZ        246866965       -392777063
TEKA                   TKTQF US         246866965       -392777063
TEKA-ADR               TKTQY US         246866965       -392777063
PET MANG-RECEIPT       RPMG10 BZ        231024467       -184606117
PET MANGUINH-PRF       RPMG4 BZ         231024467       -184606117
PET MANG-RT            4115360Q BZ      231024467       -184606117
PET MANG-RT            RPMG1 BZ         231024467       -184606117
PET MANG-RIGHTS        3678565Q BZ      231024467       -184606117
PET MANG-RECEIPT       RPMG9 BZ         231024467       -184606117
PETRO MANGUINHOS       RPMG3 BZ         231024467       -184606117
PET MANG-RIGHTS        3678569Q BZ      231024467       -184606117
PET MANG-RT            RPMG2 BZ         231024467       -184606117
PET MANG-RT            4115364Q BZ      231024467       -184606117
PETRO MANGUINHOS       MANGON BZ        231024467       -184606117
PETRO MANGUIN-PF       MANGPN BZ        231024467       -184606117
SANSUY-PREF A          SNSY5 BZ         172563384      -94849032.9
SANSUY SA-PREF A       SNSYAN BZ        172563384      -94849032.9
SANSUY                 SNSY3 BZ         172563384      -94849032.9
SANSUY-PREF B          SNSY6 BZ         172563384      -94849032.9
SANSUY SA              SNSYON BZ        172563384      -94849032.9
SANSUY SA-PREF B       SNSYBN BZ        172563384      -94849032.9
DOC IMBITUBA           IMBI3 BZ          96977064      -42592602.5
DOCAS IMBITUB-PR       IMBIPN BZ         96977064      -42592602.5
DOCAS IMBITUBA         IMBION BZ         96977064      -42592602.5
DOC IMBITUB-PREF       IMBI4 BZ          96977064      -42592602.5
DOC IMBITUBA-RTC       8174503Q BZ       96977064      -42592602.5
DOC IMBITUBA-RT        8218594Q BZ       96977064      -42592602.5
DOC IMBITUBA-RTP       8174507Q BZ       96977064      -42592602.5
DOC IMBITUBA-RT        IMBI1 BZ          96977064      -42592602.5
VARIG PART EM-PR       VPSC4 BZ          83017829       -495721700
VARIG PART EM SE       VPSC3 BZ          83017829       -495721700
TEXTEIS RENAU-RT       TXRX2 BZ          73095834       -103943206
TEXTEIS RENAUX         RENXON BZ         73095834       -103943206
TEXTEIS RENA-RCT       TXRX10 BZ         73095834       -103943206
TEXTEIS RENAU-RT       TXRX1 BZ          73095834       -103943206
TEXTEIS RENAUX         RENXPN BZ         73095834       -103943206
TEXTEIS RENA-RCT       TXRX9 BZ          73095834       -103943206
RENAUXVIEW SA-PF       TXRX4 BZ          73095834       -103943206
RENAUXVIEW SA          TXRX3 BZ          73095834       -103943206
FABRICA RENAUX-P       FTRX4 BZ          63865882      -73255215.1
FABRICA RENAUX         FRNXON BZ         63865882      -73255215.1
FABRICA TECID-RT       FTRX1 BZ          63865882      -73255215.1
FABRICA RENAUX-P       FRNXPN BZ         63865882      -73255215.1
FABRICA RENAUX         FTRX3 BZ          63865882      -73255215.1
MINUPAR-RT             MNPR1 BZ          63144534      -60655823.4
MINUPAR SA             MNPRON BZ         63144534      -60655823.4
MINUPAR                MNPR3 BZ          63144534      -60655823.4
MINUPAR SA-PREF        MNPRPN BZ         63144534      -60655823.4
MINUPAR-RCT            MNPR9 BZ          63144534      -60655823.4
VARIG PART EM TR       VPTA3 BZ          49432124       -399290396
VARIG PART EM-PR       VPTA4 BZ          49432124       -399290396
CIMOB PARTIC SA        GAFON BZ          44047412      -45669963.6
CIMOB PART-PREF        GAFP4 BZ          44047412      -45669963.6
CIMOB PART-PREF        GAFPN BZ          44047412      -45669963.6
CIMOB PARTIC SA        GAFP3 BZ          44047412      -45669963.6
BOTUCATU-PREF          STRP4 BZ          27663605      -7174512.03
STAROUP SA             STARON BZ         27663605      -7174512.03
BOTUCATU TEXTIL        STRP3 BZ          27663605      -7174512.03
STAROUP SA-PREF        STARPN BZ         27663605      -7174512.03
CONST BETER-PF B       COBE6 BZ          25469474       -4918659.9
CONST BETER SA         1COBON BZ         25469474       -4918659.9
CONST BETER-PF A       1COBAN BZ         25469474       -4918659.9
CONST BETER-PR A       COBEAN BZ         25469474       -4918659.9
CONST BETER SA         COBEON BZ         25469474       -4918659.9
CONST BETER-PR B       COBEBN BZ         25469474       -4918659.9
CONST BETER-PF A       COBE5 BZ          25469474       -4918659.9
CONST BETER SA         1007Q BZ          25469474       -4918659.9
CONST BETER SA         COBE3B BZ         25469474       -4918659.9
CONST BETER-PF B       1COBBN BZ         25469474       -4918659.9
CONST BETER SA         COBE3 BZ          25469474       -4918659.9
STEEL - RCT ORD        STLB9 BZ          23040051      -8699861.07
STEEL - RT             STLB1 BZ          23040051      -8699861.07
STEEL DO BRASIL        STLB3 BZ          23040051      -8699861.07
FERRAGENS HAGA         HAGAON BZ         21299043      -62858780.7
HAGA                   HAGA3 BZ          21299043      -62858780.7
FERRAGENS HAGA-P       HAGAPN BZ         21299043      -62858780.7
FER HAGA-PREF          HAGA4 BZ          21299043      -62858780.7
CAFE BRASILIA SA       CSBRON BZ         21097370       -903951461
CAFE BRASILIA-PR       CSBRPN BZ         21097370       -903951461
CAF BRASILIA-PRF       CAFE4 BZ          21097370       -903951461
CAF BRASILIA           CAFE3 BZ          21097370       -903951461
TECEL S JOSE-PRF       SJOS4 BZ          19067323      -52580501.1
TECEL S JOSE           SJOS3 BZ          19067323      -52580501.1
TECEL S JOSE-PRF       FTSJPN BZ         19067323      -52580501.1
TECEL S JOSE           FTSJON BZ         19067323      -52580501.1
NORDON MET             NORD3 BZ          16108143      -22352940.6
NORDON METAL           NORDON BZ         16108143      -22352940.6
NORDON MET-RTS         NORD1 BZ          16108143      -22352940.6
REII INC               REIC US           14423532         -3506007
B&D FOOD CORP          BDFCE US          14423532         -3506007
LATTENO FOOD COR       LATF US           14423532         -3506007
B&D FOOD CORP          BDFC US           14423532         -3506007
CHIARELLI SA-PRF       CCHI4 BZ          14300741      -46729432.5
CHIARELLI SA           CCHI3 BZ          14300741      -46729432.5
CHIARELLI SA-PRF       CCHPN BZ          14300741      -46729432.5
CHIARELLI SA           CCHON BZ          14300741      -46729432.5
GAZOLA-RCPT PREF       GAZO10 BZ         12452144      -40298531.2
GAZOLA SA              GAZON BZ          12452144      -40298531.2
GAZOLA SA-DVD PF       GAZO12 BZ         12452144      -40298531.2
GAZOLA SA-PREF         GAZPN BZ          12452144      -40298531.2
GAZOLA-RCPTS CMN       GAZO9 BZ          12452144      -40298531.2
GAZOLA-PREF            GAZO4 BZ          12452144      -40298531.2
GAZOLA                 GAZO3 BZ          12452144      -40298531.2
GAZOLA SA-DVD CM       GAZO11 BZ         12452144      -40298531.2
ARTHUR LANG-RT P       ARLA2 BZ          11642256      -17154461.9
ARTHUR LAN-DVD P       ARLA12 BZ         11642256      -17154461.9
ARTHUR LANG-RT C       ARLA1 BZ          11642256      -17154461.9
ARTHUR LANG-RC C       ARLA9 BZ          11642256      -17154461.9
ARTHUR LANG-RC P       ARLA10 BZ         11642256      -17154461.9
ARTHUR LAN-DVD C       ARLA11 BZ         11642256      -17154461.9
ARTHUR LANGE-PRF       ALICPN BZ         11642256      -17154461.9
ARTHUR LANGE SA        ALICON BZ         11642256      -17154461.9
FERREIRA GUIM-PR       FGUIPN BZ         11016542       -151840377
FERREIRA GUIMARA       FGUION BZ         11016542       -151840377


CHILE

CHILESAT CORP SA       TELEX CI         1.075E+09      -61844614.3
CHILESAT CO-ADR        TL US            1.075E+09      -61844614.3
TELMEX CORP SA         CHILESAT CI      1.075E+09      -61844614.3
CHILESAT CO-RTS        CHISATOS CI      1.075E+09      -61844614.3
TELEX-A                TELEXA CI        1.075E+09      -61844614.3
TELMEX CORP-ADR        CSAOY US         1.075E+09      -61844614.3
TELEX-RTS              TELEXO CI        1.075E+09      -61844614.3


                            ***********


Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to publication.
Prices reported are not intended to reflect actual trades.  Prices
for actual trades are probably different.  Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR-LA constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com


                            ***********


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, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Valerie U. Pascual, Psyche A. Castillon, Julie Anne G.
Lopez, Ivy B. Magdadaro, Frauline S. Abangan, and Peter A.
Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN 1529-2746.

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

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

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


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