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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

          Friday, March 30, 2007, Vol. 8, Issue 64

                          Headlines

A R G E N T I N A

ARVINMERITOR INC: Hires Rakesh Sachdev as Asia Pacific President
BANCO MACRO: Fitch To Assign B+/RR4 Rating on US$100-Mln Bonds
BOWNE & CO: Incurs US$1.8-Million Net Loss in Year Ended Dec. 31
CAR-BAL SCA: Proofs of Claim Verification Ends on May 17
DORMII SA: Proofs of Claim Verification Deadline Is May 22

ENRI HOGAR: Trustee to Present General Report in Court on May 30
FIORE SA: Proofs of Claim Verification Is Until May 3
GETTY IMAGES: Moody's Affirms US$265-Mil. Debts' Low B Ratings
HUNTSMAN CORP: Moody's Ups Corp. Family Rating to Ba3 from B1
LEWA SA: Proofs of Claim Verification Ends on May 7

PENTA PACK: Proofs of Claim Verification Ends on June 6
PORBUCA SRL: Proofs of Claim Verification Ends on May 7
TAPAMAR SA: Creditors to Vote on Settlement Plan on Monday
TELECOM PERSONAL: Launches SMS Service for Agribusiness Sector
YPF SA: Pres. Kirchner Says Argentina Won't Buy Back Shares

* ARGENTINA: Government Won't Buy Back Shares in Repsol

B A H A M A S

WINN-DIXIE STORES: Court Closes 23 Subsidiaries' Chap. 11 Cases
WINN-DIXIE STORES: Court Compels Discovery from Visagent Corp.

B A R B A D O S

BRITISH AIRWAYS: Resumes Flights to Barbados & Trinidad

B O L I V I A

PETROLEO BRASILEIRO: Balks at Bolivia's 32% Oil & Production Tax
YPF SA: Parent Balks at 32 Percent Oil & Production Tax

* BOLIVIA: State Firm to Start Seeking Workers in 60 Days

B R A Z I L

BRASIL TELECOM: Redeeming Outstanding Debts Under 4th Issuance
CELPA: Fitch Holds B Local & Foreign Currency Issuer Ratings
CELPA: Moody's Affirms B2 Global Local Currency Rating
CELTINS: Moody's Affirms B2 Global Local Currency Issuer Rating
CEMAT: Fitch Holds B Local & Foreign Currency Issuer Ratings

CEMAT: Moody's Affirms B2 Global Local Currency Issuer Rating
COMPANHIA DE SANEAMENTO: To Ink US42.5MM Loan from Japan Int'l
COMPANHIA ENERGETICA: Investing BRL100 Mil. on Upgrades in 2007
COMPANHIA PARANAENSE: Reports BRL1.24 Bil. Net Earnings in 2006
COMPANHIA SIDERURGICA: Likely to Post Good Results, Merrill Says

EMI GROUP: Reaches Napster Suit Agreement with Bertelsmann AG
GERDAU SA: Will Acquire All Shares in Feld Group for US$259 Mil.
GOL LINHAS: To Acquire Varig S.A. Shares for US$275 Million
HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades
NOSSA CAIXA: To Pay BRL2.08B to Handle Payroll of State Workers

PETROLEO BRASILEIRO: Will Study Biodiesel Technologies with Eni
REALOGY CORP: Offering US$3.15-Mln Notes via Private Placement
REALOGY CORP: S&P Puts B- Rating on Proposed US$1.5B Sr. Notes
REDE EMPRESAS: US$400-Million Issue Won't Affect Fitch's Ratings
REDE EMPRESAS: Moody's Affirms B3 Rating with Stable Outlook

RHODIA SA: Moody's May Lift B1 Corp. Family Rating After Review
TOWER AUTOMOTIVE: Selling Assets to Cerberus Capital
VARIG SA: Selling VRG's Shares to GOL Airlines for US$275-Mil.

C A Y M A N   I S L A N D S

CIRCLE K: Proofs of Claim Filing Deadline Is April 19
PARMALAT SPA: Distributing EUR0.025 Per Share Dividend

C H I L E

BELL MICROPRODUCTS: Receives Another Nasdaq Delisting Notice
EASTMAN KODAK: Ends Membership in Better Business Bureau
GOODYEAR TIRE: S&P Puts BB Rating on US$1.5B Asset-Backed Loan

C O L O M B I A

BANCO DE BOGOTA: Will Launch 52 Branches This Year
ECOPETROL: Exporting Gas to Venezuela Beginning August
ECOPETROL: Eyes US42.07 Billion Capex This Year

C O S T A   R I C A

US AIRWAYS: Pilots Protest Management's Negotiating Tactics

* COSTA RICA: State Firm Extends Pipeline Completion by 90 Days

E C U A D O R

IMPSAT FIBER: Tender Offer Expiration Date Extended to April 3

G U A T E M A L A

ALCATEL-LUCENT: Wins Deal to Expand Iusacell's Network in Mexico
GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook

H O N D U R A S

AMERICAN AIRLINES: Names Kevin Cox as VP for Public Affairs
LEAR CORP: Solicitation Period for Alternative Proposals Expires

J A M A I C A

CABLE & WIRELESS: Retaining Two Cell Sites to Serve Pedro Cays
CALDON FINANCE: Provides Liquidation Update on April 16

M E X I C O

BALLY TOTAL: Promotes Robbie Raugh as National Director
CELESTICA INC: Paul Nicoletti Replaces Tony Puppi as Interim CFO
DELTA AIR: To Trade Under "DAL" on New York Stock Exchange
GREENBRIER COS: Meridian Purchase Cues Moody's to Lower Ratings
NORTEL NETWORKS: Completes US$1.15-Bil. Senior Notes Offering

SONIC CORP: Earns US$6.2 Million in Second Quarter Ended Feb. 28
VITRO SAB: Shareholders Approve 2006 Financial Results

P A N A M A

BANCO CONTINENTAL: Regulator Okays Merger with Banco General
BANCO GENERAL: Regulator Okays Merger with Banco Continental

P U E R T O   R I C O

COMAGRO SE: Case Summary & 20 Largest Unsecured Creditors
GLOBAL HOME: Court Approves DIP Financing Agreement Amendments
GLOBAL HOME: Can Use Madeleine's Cash Collateral Until April 2
UNITED AIRLINES: Union Coalition Demands Shared Rewards

V E N E Z U E L A

DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler
ELECTRICIDAD DE CARACAS: Launches Broadband Power Line Service
PETROLEOS DE VENEZUELA: Inks Hydrocarbons Pact with Chinese Firm
PETROLEOS DE VENEZUELA: To Import Gas from Ecopetrol in August

* VENEZUELA: Stocks To be Removed from Dow Jones Wilshire
* VENEZUELA: Inks 22 Cooperation Agreements with Belarus


                          - - - - -


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


ARVINMERITOR INC: Hires Rakesh Sachdev as Asia Pacific President
----------------------------------------------------------------
ArvinMeritor Inc. announced that Rakesh Sachdev has been named
president of Asia Pacific, effective immediately.  Mr. Sachdev
will report directly to ArvinMeritor's Chairman, Chief Executive
Officer and President, Charles G. "Chip" McClure.

"Rakesh has been a long-standing and integral member of
ArvinMeritor's executive management team with extensive
experience in several areas including, operations, finance,
strategy, and mergers and acquisitions.  Rakesh has made many
significant contributions to the company's success," said Mr.
McClure.  "Given the challenging global environment in which we
are operating, we are keenly focused on positioning the company
for sustainable growth.  Rakesh's appointment is further
evidence of our commitment to global expansion, especially in
Asia where we see tremendous opportunities, both in the
passenger car and commercial vehicle markets.  His operational
expertise and industry knowledge will help us rapidly advance
our strategic plan and generate growth."

In his new role as President of ArvinMeritor in Asia Pacific,
Mr. Sachdev will be responsible for managing existing customer
relationships, forging new relationships and overseeing the
company's operations in China, India, Australia, Japan, Korea,
Singapore, Thailand, Indonesia, Malaysia, the Philippines and
Vietnam.  Mr. Sachdev will focus on helping ArvinMeritor achieve
its stated goals of:

   -- Tripling profitable sales in three to five years by adding
      over US$1 billion in revenues with both domestic and
      global OEM customers

   -- Increasing outsourcing from the region to more than US$1
      billion in purchases from existing and new suppliers, and

   -- Substantially expanding ArvinMeritor's engineering and
      product development footprint in India and China.

Mr. Sachdev most recently served as senior vice president of
Strategy and Corporate Development for ArvinMeritor.  In this
role, Mr. Sachdev was responsible for leading efforts to develop
and implement ArvinMeritor's global strategies and all corporate
development activities.  Prior to leading Strategy and Corporate
Development, Sachdev served as the interim CFO, vice president
and controller, and vice president and general manager of
Worldwide Braking Systems for ArvinMeritor's Commercial Vehicle
Systems business group.  Mr. Sachdev joined ArvinMeritor in 1999
as vice president and general manager for CVS' global trailer
products group, after more than 18 years of senior management
experience with Cummins Engine Company.

The company also announced it will increase the company's
technical capabilities in Asia by building a new technical
center in China.  In addition, the company plans to double the
size of its technical center in India.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)  
-- http://www.arvinmeritor.com/-- is a premier USUS$8.8   
billion global supplier of a broad range of integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs approximately 29,000 people
at more than 120 manufacturing facilities in 25 countries.  
These countries are: China, India, Japan, Singapore, Thailand,
Australia, Venezuela, Brazil, Argentina, Belgium, Czech
Republic, France, Germany, Hungary, Italy, Netherlands, Spain,
Sweden, Switzerland, United Kingdom, among others.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 1, 2007, Moody's Investors Service upgraded ArvinMeritor's
senior secured bank debt rating to Baa3 (LGD 2, 13%) from Ba1
(LGD-2, 20%) and affirmed the company's Corporate Family Rating
of Ba3, Speculative Grade Liquidity rating of SGL-2, and stable
outlook.


BANCO MACRO: Fitch To Assign B+/RR4 Rating on US$100-Mln Bonds
--------------------------------------------------------------
Fitch Ratings is expected to assign a 'B+/RR4' local currency
long-term rating and 'AA(arg)' National long-term rating to
Banco Macro S.A.'s forthcoming US$100 million unsubordinated
bonds due 2012.  Fitch currently rates Macro as:

   -- Foreign and local currency Issuer Default Rating 'B+';
   -- Short-term 'B';
   -- Individual 'D';
   -- Support '5';
   -- National long-term 'AA(arg)'; and
   -- National short-term 'A1+(arg)'.

The Rating Outlook is Stable.

The final ratings on the issue are contingent upon receipt of
final documentation conforming materially to information already
received.

Banco Macro's ratings reflect its strong franchise and growth
potential, good overall performance, and sound liquidity and
capital base.  They also take into account the improvement in
the operating environment, although it remains potentially
volatile.

The ratings of Banco Macro's notes will reflect the
international ratings assigned to Banco Macro.  While the notes
are denominated in US dollars, the issue will carry a local
currency rating as the issue is effectively converted to an
Argentine peso amount at issue date, and the dollar amount to be
paid at each of the amortization dates is determined by the
peso/dollar exchange rate, in effect transferring the potential
exchange risk to the holder of the notes.  In addition, should
the issuer not be able to obtain the dollars needed due to
external reasons at any payment date, it is allowed to pay the
correspondent amount in pesos converted at the above mentioned
exchange rate.

Banco Macro gained its significant position in the Argentine
financial system through various bank acquisitions since 1996.  
Its sound performance is based on strong revenue generation,
income from its securities portfolio, and significant
recoveries, mainly from the loan books of the acquired banks.

Banco Macro's lending has grown strongly and its asset quality
has improved significantly since 2002.  Non-performing loans
accounted for 1.98% of total loans at end-December 2006, with
loan loss reserve coverage of 160%.  The exposure to the public
sector, excluding central bank securities held for liquidity
management, fell to 11% of assets and around 70% of equity and
is almost entirely marked to market.

Banco Macro's main funding source is its large retail deposit
base and is accessing the national and international capital
markets in order to diversify and extend the maturity of its
funding.  Its liquidity is strong and its capital base is ample,
boosted by an ARS470-million capital increase and US$150 million
subordinated debt issuance in 2006.

Banco Macro is 36.5% owned by a group of Argentine individuals
leaded by Jorge Horacio Brito, who is also the bank's chairman,
and Delfin Jorge Ezequiel Carballo.  The balance is widely held
by local and foreign investors.  Banco Macro is the fourth
largest private sector bank in Argentina by assets and deposits,
with market shares of around 6% and 11%, respectively.  With 437
branches it has the largest network of the private sector banks.

Headquartered in Buenos Aires, Argentina, Banco Macro SA fka
Banco Macro Bansud SA offers traditional commercial banking
products and services to small and medium-sized companies,
companies operating in regional economies, and to low and
middle-income individuals.  It offers savings and checking
accounts, credit and debit cards, consumer finance loans, other
credit-related products and transactional services to its
individual customers, and small and medium-sized businesses
through its branch network.  The bank also offers Plan Sueldo
payroll services, lending, corporate credit cards, mortgage
finance, transaction processing and foreign exchange.  The
bank's subsidiaries are Nuevo Banco Suquia SA, Banco del Tucuman
SA, Nuevo Banco Bisel SA, Sud Bank & Trust Company Limited,
Macro Securities SA Sociedad de Bolsa, Sud Inversiones &
Analisis SA and Macro Fondos SA, Macro Valores SA and Red Innova
Administradora de Fondos de Inversion SA.


BOWNE & CO: Incurs US$1.8-Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Bowne & Co. Inc. reported a net loss of US$1.8 million on
revenue of US$832.2 million for the year ended Dec. 31, 2006,
compared with a net loss of US$604,000 on revenue of US$666.9
million for the year ended Dec. 31, 2005.  Income from
continuing operations was US$12.1 million in 2006, as compared
to a loss from continuing operations of US$123,000 in 2005.

For the fourth quarter of 2006, revenue increased 21.7% to
US$191.1 million from revenue of US$157 million in the same
period in 2005.  Net income was US$2.2 million in the fourth
quarter of 2006, compared with a net loss of US$7.9 million for
the same period in 2005.  Income from continuing operations was
US$142,000 in the fourth quarter of 2006, versus a loss from
continuing operations of US$7.1 million in the fourth quarter of
2005.

"These results in 2006 reflect a year of significant
accomplishment for Bowne -- a year of strong operating results
and tangible, sustainable progress in reshaping the company to
further strengthen our leadership position," said Bowne
chairman, president and chief executive officer David J. Shea.  
"Our clients' needs have evolved, and so have we.  Over the past
few years, we've introduced new technology based products and
services, such as Bowne Virtual Dataroom (TM), Pure
Compliance(TM), FundAlign(TM), 8-K Express(TM) and XBRL
expertise, to enable our clients to more effectively communicate
with their shareholders and clients.  To better reflect the full
range of our value-added services, we are re-branding our
Financial Print business as Financial Communications."

                   Discontinued Operations

Loss from discontinued operations, net of tax, was US$13.8
million in 2006.  This includes: a US$2.3 million loss on the
sale of DecisionQuest in September 2006, a US$5.1 million charge
for the costs associated with exiting the leased facilities of
DecisionQuest and Bowne Business Solutions, a US$6.1 million
gain on the sale of CaseSoft, and a US$10.6 million goodwill
impairment charge related to DecisionQuest.  This compares with
a net loss from discontinued operations of US$481,000 in 2005.

The company reported income from discontinued operations of
US$2.1 million in the fourth quarter of 2006, primarily the
result of an increase in the estimated tax benefit from the
DecisionQuest sale.  This compares to a loss from discontinued
operations of US$815,000 in the 2005 fourth quarter.

For the year ended Dec. 31, 2006, cash and marketable securities
declined US$101.7 million.  This decline includes the funding of
US$68.6 million in stock repurchases, US$32.9 million for
acquisitions and US$28.7 million in capital expenditures
(including US$5.6 million related to the integration of the
Vestcom acquisition, US$3.3 million related to the relocation of
the London facility and US$2.7 million related to the 55 Water
Street facility).

The company had no borrowings outstanding under its US$150
million five-year senior, unsecured revolving credit facility as
of Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed
US$515.4 million in total assets, US$278.7 million in total
liabilities, and US$236.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c46

                   About Bowne & Co. Inc.

Based in New York City, Bowne & Co., Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which  
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and
business communications services and litigation support
software.  The company has 3,500 employees in 78 offices around
the globe.  The company's Latin American offices are located in
Argentina, Brazil and Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 11, 2007, Moody's Investors Service affirmed the Ba3
corporate family rating and all other ratings of Bowne & Co.,
Inc.  The outlook remains positive, indicating the potential for
an upgrade within the next 12 to 18 months, notwithstanding
continued share repurchase, the cash acquisition of Vestcom, and
capital expenditures related to headquarters relocation.


CAR-BAL SCA: Proofs of Claim Verification Ends on May 17
--------------------------------------------------------
Carlos Carrescia, the court-appointed trustee for Car-Bal
S.C.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until May 17, 2007.

Mr. Carrescia will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 15 in Buenos Aires, with the assistance of Clerk
No. 29, 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 Car-Bal 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 Car-Bal's accounting
and banking records will be submitted in court.

Infobae did not state the reports submission dates.

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

The trustee can be reached at:

          Carlos Carrescia
          Tucuman 1621
          Buenos Aires, Argentina


DORMII SA: Proofs of Claim Verification Deadline Is May 22
----------------------------------------------------------
Laura Garcia, the court-appointed trustee for Dormii SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
May 22, 2007.

Ms. Garcia will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 8 in Buenos Aires, with the assistance of Clerk No.
16 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 Dormii 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 Dormii's accounting
and banking records will be submitted in court.

La Nacion did not state the dates for the submission of the
reports.

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

The debtor can be reached at:

          Dormii SA
          Crisologo Larralde 1301
          Buenos Aires, Argentina

The trustee can be reached at:

          Laura Garcia
          Simbron 3567
          Buenos Aires, Argentina


ENRI HOGAR: Trustee to Present General Report in Court on May 30
----------------------------------------------------------------
Ester A. Ferraro, the court-appointed trustee for Enri Hogar
S.R.L.'s bankruptcy proceeding, will submit to court a general
report containing an audit of the company's accounting and
banking records on May 30, 2007.

As reported in the Troubled Company Reporter-Latin America on
Nov. 3, 2005, The National Commercial Court of First Instance in
San Fernando del Valle de Catamarca issued a resolution opening
the reorganization of Enri Hogar, authorizing the company to
begin drafting a settlement proposal with its creditors in order
to avoid liquidation.  Juan Marcelo Rivas, the court-appointed
trustee, stopped verifying creditors' proofs of claim on
Oct. 7, 2005.  The presentation of the validated claims as
individual reports in court was set for Dec. 21, 2005.  The
submission of general report was also initially scheduled on
Dec. 21, 2005.  The presentation of the company's completed
settlement proposal to its creditors was set for Sep. 1, 2006.

However, the court converted Enri Hogar's reorganization case to
bankruptcy.

Mr. Rivas will verify proofs of claim "por via incidental."  

Infobae did not state the deadline for the individual reports
submission.

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

The debtor can be reached at:

          Sinforiano Herrera
          Barrio La Chacarita
          San Fernando del Valle de Catamarca
          Catamarca, Argentina

The trustee can be reached at:

          Juan Marcelo Rivas
          Sarmiento 388
          San Fernando del Valle de Catamarca
          Catamarca, Argentina


FIORE SA: Proofs of Claim Verification Is Until May 3
-----------------------------------------------------
Mauricio L. Zafran, the court-appointed trustee for Fiore S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until
May 3, 2007.

Mr. Zafran will present the validated claims in court as
individual reports on June 15, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Fiore 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 Fiore's accounting
and banking records will be submitted in court on Aug. 14, 2007.

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

The debtor can be reached at:

          Fiore S.A.
          Avenida Cordoba 3650
          Buenos Aires, Argentina

The trustee can be reached at:

          Mauricio L. Zafran
          Avenida Callao 420
          Buenos Aires, Argentina


GETTY IMAGES: Moody's Affirms US$265-Mil. Debts' Low B Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family
Rating and Ba2 rating on the US$265-million of convertible
subordinated debentures of Getty Images, Inc.  The rating
outlook remains stable.

The Ba1 Corporate Family Rating reflects strong credit metrics
for the rating category, a leading market position in the stock
imagery market and broad geographic diversification of Getty's
customer base.  The ratings are constrained by limited business
line diversification, the increasing supply of lower priced
digital imagery and potential threats from new competitors or
technologies.

Moody's will continue to monitor developments in Getty's ongoing
stock option investigation and may consider taking negative
action on the outlook or ratings as more information becomes
available.

On Feb. 21, Getty received notice of an Event of Default from
the trustee related to the company's failure to file its third
quarter 2006 Form 10-Q with the U.S. Securities and Exchange
Commission.  Getty said it does not believe it has failed to
perform any of its obligations under the indenture because the
indenture does not contain an express covenant requiring the
company to provide the trustee or the bondholders with periodic
reports.  Consequently, Getty indicated that, in its view, these
notices of default are without merit.

Because Getty has received a notice of an "Event of Default"
from the trustee, the trustee or holders of at least 25% in
aggregate principal amount of the Debentures could declare all
unpaid principal and accrued interest on the Debentures then
outstanding to be immediately due and payable.  Getty announced
that it believes that if the Debentures were to be accelerated,
it would have adequate financial resources to pay any unpaid
principal and any interest that would then be due on the
Debentures and also would have the option of contesting the
legal basis for the notices of default and any such
acceleration.

                      Credit Facility

On March 23, Getty announced that it entered into a new US$200-
million senior unsecured 364-day revolving credit facility.  The
revolver is guaranteed by substantially all the domestic
operating subsidiaries of the company.  The revolver has a
committed accordion feature which allows Getty to increase the
commitment from US$200 million to up to US$350 million within 6
months from the closing date, absent a material adverse change
in the company's operations.  Pro forma for the recently
announced MediaVast, Inc. acquisition and the new US$200-million
revolver, Moody's expects Getty to have about US$500 million of
combined liquidity in the form of cash, short-term investments,
available revolver and committed accordion.  Under the terms of
the new credit facility, Getty must become current on its
periodic SEC filings by June 14 to avoid an event of default.

The potential acceleration of the Debentures is not expected to
affect the ratings in the near term because Getty's current
liquidity can easily fund the acceleration of any, or all, of
the Debentures.

Moody's affirmed these ratings:

   -- US$265-million series B convertible subordinated notes due
      2023, Ba2 (LGD 5, 77% from LGD 5, 71%);

   -- Corporate family rating, Ba1; and

   -- Probability of default rating, Ba1.

The stable ratings outlook anticipates modest organic revenue
growth and continued strong cash flow from operations.  Credit
metrics are expected to improve modestly in 2007 and remain
strong for the Ba1 rating category.

Headquartered in Seattle, Washington, Getty Images, Inc. is a
leading creator and distributor of high quality imagery and
related services to creative professionals at advertising
agencies, graphic design firms, corporations, and film and
broadcasting companies; editorial customers involved in
newspaper, magazine, book, CD-ROM and online publishing; and
corporate marketing departments and other business customers.
Revenues are principally derived from licensing rights to use
images that are delivered digitally over the Internet.  Revenues
for the year ended Dec. 31, 2006 are expected to be about US$807
million.  The company has corporate offices in Australia, the
United Kingdom and Argentina.


HUNTSMAN CORP: Moody's Ups Corp. Family Rating to Ba3 from B1
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
for Huntsman Corp. and Huntsman International LLC, a subsidiary
of Huntsman, to Ba3 from B1, and upgraded other ratings as
appropriate.  The ratings on recently redeemed debt have been
withdrawn.  The outlook for Huntsman's ratings was moved to
stable from developing.

These summarizes the ratings activity:

Upgrades:

   Issuer: Huntsman Corp.

     -- Corporate Family Rating, Upgraded to Ba3 from B1

   Issuer: Huntsman International LLC

     -- Corporate Family Rating, Upgraded to Ba3 from B1

     -- Senior Secured Bank Credit Facility, Upgraded to Ba1
        from Ba3, LGD2, 21%

     -- Senior Subordinated Regular Bond/Debenture, Upgraded
        to B2 from B3, LGD5, 89%

   Issuer: Huntsman LLC

     -- Senior Secured Regular Bond/Debenture, Upgraded to Ba1
        from Ba3, LGD2, 21%

     -- Senior Unsecured Regular Bond/Debenture, Upgraded
        to Ba3 from B2, LGD4, 57%

Outlook Actions:

   Issuer: Huntsman Corp.

     -- Outlook, Changed To Stable From Developing

   Issuer: Huntsman International LLC

     -- Outlook, Changed To Stable From Developing

   Issuer: Huntsman LLC

     -- Outlook, Changed To Stable From Developing

Withdrawals:

   Issuer: Huntsman International LLC

     -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
        previously rated B3

     -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
        previously rated B2

The upgrade of Huntsman's CFR reflects the actions taken by the
company over the last 24 months to materially reduce debt and
thereby improve credit metrics.  Debt has been reduced using
cash proceeds generated by an Initial Public Offering, asset
sales and cash from operations.  Asset sales have been directed
at reducing Huntsman's exposure to pure commodity businesses and
increasing its exposure to less volatile, differentiated
chemical businesses.  Management has also simplified the
corporate structure over the last three years such that all debt
is now issued out of Huntsman International, Huntsman's primary
operating subsidiary.  In addition to absolute debt reduction,
lower interest expense (achieved via refinancing) has improved
credit metrics.

The ratings take into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities.  Management's publicly stated leverage
target of net debt/adjusted EBITDA of -2.5 also represents a
departure from historic levels.  The ratings are nevertheless
tempered by its leverage (3.7 times at the end of 2006 using
Moody's metrics) at this point in the chemical cycle, exposure
to rising prices in some feed stocks, and weakness in certain
end markets, notably automotive and housing.  In addition
management's new financial philosophy is still relatively short
lived.  A concern for Moody's is the adherence to the new
financial policies in the event that equity returns are less
robust than anticipated.  Moody's notes that lackluster equity
performance was a key factor in management's decision to
transform the company.  Since announcing the transformation
plan, in February 2006, management has successfully sold (or has
arranged to sell) its commodity businesses and kept its
differentiated businesses.

As of Dec. 31, 2006, Huntsman's leverage remains elevated with
roughly US$3.6 billion of balance sheet debt.  However, debt to
EBITDA has declined significantly over the past two years and is
currently at 3.0 times, down from 5.0 times at the end of 2004;
retained cash flow to total debt is 22% and free cash flow to
total debt is 9% (metrics exclude some items deemed
extraordinary).  When utilizing Moody's Standard Adjustments,
which also include the capitalization of pension obligations
(US$487 million), securitizations (US$220 million) and operating
leases (US$313 million), debt rises to almost US$4.4 billion,
debt to EBITDA is 3.7 times, retained cash flow to total debt is
18.6% and free cash flow to total debt is 7.1%.  Credit metrics
are expected to show further improvement in 2007 if only from
the proceeds from already announced asset sales, which are
anticipated to reduce debt by roughly US$700 million.

The stable outlook reflects Moody's expectation that Huntsman's
businesses will remain strong for much of 2007 and into 2008,
providing good liquidity and the opportunity to reduce debt
further using free cash flow and cash.  These actions may
improve the company's credit profile and raise its metrics over
the cycle.  If, over the next 12-24 months, the company
continues to follow its newly defined financial policies and
does not re-lever its balance sheet either through consolidating
acquisitions or through participation in other shareholder
enhancing events the company's outlook or ratings could be
positively affected.

The notching of the senior secured credit facilities at Ba1, two
levels above the CFR, reflects the combination of anticipated
debt reduction at the secured level along with the benefit of a
substantial cushion of subordinated debt.  For rating purposes
Moody's assumed that the bulk of the debt to be paid down was at
the bank term debt level although management has yet to
designate a specific plan for the use of asset sale proceeds
other than the proceeds will be used to reduce debt.

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global
industries including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care, detergent, personal care,
furniture, appliances and packaging.  The company maintains
operations in Argentina, Australia, Brazil, China, Germany, and
the United Kingdom, among others.


LEWA SA: Proofs of Claim Verification Ends on May 7
---------------------------------------------------
Maria Gabriela Aquim, the court-appointed trustee for Lewa SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
May 7, 2007.

Ms. Aquim will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 5 in Buenos Aires, with the assistance of Clerk No.
10 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 Lewa 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 Lewa's accounting and
banking records will be submitted in court.

La Nacion did not state the dates for the submission of the
reports.

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

The debtor can be reached at:

          Lewa SA
          Maipu 903
          Buenos Aires, Argentina

The trustee can be reached at:

          Maria Gabriela Aquim
          Uruguay 662
          Buenos Aires, Argentina


PENTA PACK: Proofs of Claim Verification Ends on June 6
-------------------------------------------------------
Eduardo Pronsky, the court-appointed trustee for Penta Pack
SRL's bankruptcy proceeding, verifies creditors' proofs of claim
until June 6, 2007.

Mr. Pronsky will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with the assistance of Clerk
No. 3 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 Penta Pack 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 Penta Pack's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Penta Pack SRL
          Salvador Maria del Carril 4177
          Buenos Aires, Argentina

The trustee can be reached at:

          Eduardo Pronsky
          Parana 480
          Buenos Aires, Argentina


PORBUCA SRL: Proofs of Claim Verification Ends on May 7
-------------------------------------------------------
Carlos Battaglia, the court-appointed trustee for Porbuca
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until May 7, 2007.

Mr. Battaglia will present the validated claims in court as
individual reports on June 19, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Porbuca 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 Porbuca's accounting
and banking records will be submitted in court on Aug. 15, 2007.

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

The trustee can be reached at:

          Carlos Battaglia
          Viamonte 1592
          Buenos Aires, Argentina


TAPAMAR SA: Creditors to Vote on Settlement Plan on Monday
----------------------------------------------------------
Tapamar SA, a company under reorganization, will present a
settlement plan to its creditors on April 2, 2007.

Maria Cristina Panizzo, the court-appointed trustee for
Tapamar's reorganization proceeding, submitted individual
reports in court on June 21, 2006.  The individual reports were
based on creditors' claims that Ms. Panizzo verified until
May 4, 2006.   The National Commercial Court of First Instance
No. 11 in Buenos Aires determined the verified claims'
admissibility, taking into account the trustee's opinion and the
objections and challenges raised by Tapamar and its creditors.  

Ms. Panizzo also presented a general report containing an audit
of Tapamar's accounting and banking records in court on
Aug. 16, 2006.

The debtor can be reached at:

         Tapamar S.A.
         Int. Camusso 250, Mar del Plata
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria Cristina Panizzo
         25 de Mayo 2980, Mar del Plata
         Buenos Aires, Argentina


TELECOM PERSONAL: Launches SMS Service for Agribusiness Sector
--------------------------------------------------------------
News daily Infobae reports that Telecom Personal, Telecom
Argentina's mobile unit, has launched an SMS service for the
agribusiness sector.

Business News Americas relates that the service will let farmers
receive information through their mobile devices regarding:

          -- regional events,
          -- conferences,
          -- seminars,
          -- grain prices, and
          -- other information related to the sector.

BNamericas states that Telecom Personal signed in December 2006
an accord with local grain cooperative Compania Argentina de
Granos to provide almost 4,000 grain farmers with BlackBerry
devices, which include a special appliance especially developed
by Telecom Personal for the agribusiness segment for these
tasks:

          -- checking grain prices,
          -- monitoring machinery movements on the land, and
          -- receiving sanitary alerts, among other services.

Telecom Personal is the wireless provider of Telecom Argentina
SA, providing services in Argentina and Paraguay over a GSM
network.  The company has 7.7 million users, with an estimated
30% market share in Argentina and a customer mix of 66% prepaid
and 34% postpaid as of June 30, 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 13, 2006, Fitch Ratings affirmed Telecom Personal SA's
foreign and local currency Issuer Default Rating at 'B', and the
senior unsecured at 'B/RR4', and revised the Rating Outlook of
the international scale IDRs to Positive from Stable.
Approximately US$200 million in debt is affected by the rating
action. Fitch has also upgraded the national scale rating of
Personal to 'A(arg)' from 'BBB+(arg)' with a Stable Rating
Outlook.


YPF SA: Pres. Kirchner Says Argentina Won't Buy Back Shares
-----------------------------------------------------------
Argentine President Nestor Kirchner denied to daily news El Pais
the recent speculation that the government is planning to
repurchase shares in Repsol, YPF SA's parent company.

AFX News relates that the government controlled 20% of YPF until
1999, when it sold the majority of the stake to Repsol as part
of a privatization drive.

As reported in the Troubled Company Reporter-Latin America on
March 9, 2007, Repsol Chairperson Antoni Brufau said that the
company was looking for another shareholder for YPF SA.

According to AFX News, expectations that Repsol might list up to
20% of YPF were high last year.

However, Repsol chairperson Antoni Brufau said in February that
plans for listing part of YPF were suspended, as the firm waits
to see if the gap between prices in Argentina and international
prices decreases, AFX News states.

Mr. Brufau told AFX News that the group was also considering
other options like incorporating other local shareholders.

Mr. Brufau is looking for an Argentine partner who would share
the risks of the investment, ElConfidencial.com notes, citing
sources.  He is considering selling an initial 20-25% to a local
group, which could latter be raised to 49%.

                        About Repsol

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.  

                         About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. (YPF) is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream).  The company is a
subsidiary of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                        *     *     *

Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA.  Fitch said the outlook is stable.

Moody's Investors Service assigned these ratings on YPF SA:

          -- B2 long-term foreign currency corporate family
             rating; and

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook is negative.


* ARGENTINA: Government Won't Buy Back Shares in Repsol
-------------------------------------------------------
Argentine President Nestor Kirchner denied to news daily El Pais
the recent speculation that the government was planning to buy
back shares in Repsol, YPF SA's parent company.

AFX News relates that the government controlled 20% of YPF until
1999, when it sold the majority of the stake to Repsol as part
of a privatization drive.

As reported in the Troubled Company Reporter-Latin America on
March 9, 2007, Repsol Chairperson Antoni Brufau said that the
company was looking for another shareholder for YPF SA.

According to AFX News, expectations that Repsol might list up to
20% of YPF were high last year.

However, Repsol chairperson Antoni Brufau said in February that
plans for listing part of YPF were suspended, as the firm waits
to see if the gap between prices in Argentina and international
prices decreases, AFX News states.

Mr. Brufau told AFX News that the group was also considering
other options like incorporating other local shareholders.

Mr. Brufau is looking for an Argentine partner who would share
the risks of the investment, ElConfidencial.com notes, citing
sources.  He is considering selling an initial 20-25% to a local
group, which could latter be raised to 49%.

                        About Repsol

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.  

                         About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. (YPF) is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream).  The company is a
subsidiary of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                        *     *     *

Fitch Ratings assigned these ratings on Argentina:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B+      Aug. 1, 2006
   Local Currency
   Long Term Issuer    B       Aug. 1, 2006
   Short Term IDR      B       Dec. 14, 2005
   Long Term IDR       RD      Dec. 14, 2005




=============
B A H A M A S
=============


WINN-DIXIE STORES: Court Closes 23 Subsidiaries' Chap. 11 Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final decree closing all of the 23 subsidiary Chapter
11 cases -- Case Nos. 05-03818 through 05-03840 -- of Winn-Dixie
Stores, Inc., and its debtor-affiliates, effective
March 31, 2007.

Case No. 05-03817, In re Winn-Dixie Stores, Inc., et al., will
remain open pending further Court order.

Judge Funk retains the right under Section 350(b) to reopen the
Closed Cases if circumstances so require.

The Order is without prejudice to any parties' right to reopen
any case.

The Subsidiary Debtors are:

Astor Products, Inc.                  Crackin' Good, Inc.
Deep South Distributors, Inc.         Deep South Products, Inc.
Dixie Darling Bakers, Inc.            Dixie-Home Stores, Inc.
Dixie Packers, Inc.                   Dixie Spirits, Inc.
Economy Wholesale Distributors, Inc.  Dixie Stores, Inc.
Kwik Chek Supermarkets, Inc.          Foodway Stores, Inc.
Sunbelt Products, Inc.                Winn-Dixie Montgomery,
Inc.
Table Supply Food Stores Co., Inc.    Superior Food Co.
WD Brand Prestige Steaks, Inc.        Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.            Sundown Sales, Inc.
Winn-Dixie Procurement, Inc.          Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.

As reported in the Troubled Company Reporter on March 13, 2007,
Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, told the Court that the remaining
proceedings in the Reorganized Debtors' Chapter 11 cases
essentially consist of matters relating to claims allowance,
distributions with respect to allowed claims, and other aspects
of implementation of their confirmed Plan of Reorganization.

Ms. Jackson states that none of the remaining bankruptcy matters
involves issues that would require separate proceedings by any
particular Debtor in the separate case of a particular Debtor.

Ms. Jackson states that the claims objection process for the
Subsidiary Debtors in the jointly administered case has been,
and will continue to be, administered by the Winn-Dixie
management.  She relates that no claims objection proceedings
have been brought, and none will be needed, in any separate case
of any of the Subsidiary Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.  
(Nasdaq: WINN) -- http://www.winn-dixie.com/-- is one of the    
nation's largest food retailers.  The Company operates 527  
stores in Florida, Alabama, Louisiana, Georgia, and
Mississippi.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla.
Case Nos. 05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq.,
and Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  Paul P. Huffard at The
Blackstone Group, LP, gives financial advisory services to the
Debtors.  Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt
give legal advice to the Official Committee of Unsecured
Creditors.  Houlihan Lokey & Zukin Capital gives financial advisory
services to the Committee.  When the Debtors filed for protection
from their creditors, they listed US$2,235,557,000 in total assets
and US$1,870,785,000 in total debts.  The Honorable Jerry A. Funk
confirmed Winn-Dixie's Joint Plan of Reorganization on
Nov. 9, 2006.  Winn-Dixie emerged from bankruptcy on
Nov. 21, 2006. (Winn-Dixie Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WINN-DIXIE STORES: Court Compels Discovery from Visagent Corp.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directed Visagent Corp. to provide complete answers to disputed
interrogatories, and to produce all documents in response to
discovery requests of Winn-Dixie Stores, Inc., and 23 of its
subsidiaries and affiliates.

The Reorganized Debtors had sought and obtained a protective
order under Rules 26(c)(2) and (d) of the Federal Rules of Civil
Procedure regarding Visagent's deposition of Winn-Dixie's
witnesses.

David L. Gay, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, told the Court that Visagent operated an electronic
exchange for diverting of groceries.  He explained that
"diverting" is the secondary market for groceries, in which
sales do not involve an original manufacturer.  Diverters
included brokers of diverted groceries and retailers like Winn-
Dixie.

Mr. Gay related that Visagent asserted a US$131,875,000 claim --
Claim No. 9953 -- against the Reorganized Debtors for breach of
the parties' June 2001 Service Agreement and other statutory and
tort claims.  Under the Agreement, Winn-Dixie had agreed to use
Visagent's exchange for diversions using Internet or similar
electronic means.

The Debtors had denied the alleged breach of duty to Visagent,
and had argued that the claimant failed to adequately perform
under the Agreement.

Visagent had insisted, however, that the Debtors had breached
the Agreement by underutilizing the Visagent exchange, and
ultimately causing the claimant to go out of business.

The Debtors had asserted that Visagent's exchange was not useful
because there were not enough diverters using the exchange, and
diverters did not use the exchange because Visagent's senior
employees were operating a competing diverting business during
the course of the Agreement.

Furthermore, Mr. Gay noted, Visagent represented to Winn-Dixie
and other diverters that "Visagent has no ownership or
affiliated interest with any manufacturer, retailer or diverter
organization."

               Interrogatories & Document Requests

In August 2006, the Debtors had served on Visagent certain
interrogatories and document requests.  Visagent then served its
responses to the Debtors' discovery requests.

By a letter dated Dec. 7, 2006, the Debtors had notified
Visagent that its responses were insufficient, and had requested
that Visagent indicate by Dec. 15, 2006, whether it would
provide sufficient responses by Jan. 5, 2007.  Visagent did not
respond to Debtors' letter.

On Dec. 19, 2006, the Debtors, out of consideration to
Visagent's attorney, had extended those deadlines and had
requested that Visagent indicate by Dec. 26, 2006, whether it
would provide adequate responses.  Visagent did not respond to
that letter either, Mr. Gay recounted.

Mr. Gay stated that some of the Debtors' discovery requests in
dispute concerned:

   a. the total annual dollar volume of all purchases and sales
      of consumer packaged goods under the Agreement, transacted
      through or in relation to the Grocery Exchange from 2001
      through the present;

   b. the total dollar volume of all purchases and sales of full
      or truckload quantities of consumer packaged goods, and
      those of less than full or truckload quantities of
      consumer-packaged goods;

   c. all officers, directors, and managers of Visagent for the
      period 2001 though the present, including their position,
      job description, and identify for each affiliations to any
      company or other legal entity involved in the diverting of
      grocery products;

   d. all officers, directors, and managers of Global Food from
      2001 though the present, who were involved in diverting
      grocery products;

   e. all facts, events, circumstances, and all documents
      supporting Visagent's complaint that Winn-Dixie breached
      its contractual obligation to exclusively utilize
      Visagent's services for eCommerce under the Agreement;

   f. all facts, events, and documents supporting Visagent's
      claim that it suffered damages aggregating 2% of all
      transactions in which Winn-Dixie has participated in the
      purchase or sale of goods in the secondary market, other
      than those through the Exchange;

   g. all facts, events, circumstances, and documents supporting
      Visagent's allegations that Winn-Dixie was obligated to
      utilize the services of Visagent for the procurement and
      sale of all merchandise acquired or sold from or through
      the secondary market;

   h. all facts and documents supporting Visagent's statement
      that Winn-Dixie intentionally, fraudulently or negligently
      induced Visagent to continue to provide development,
      training and services toward the development of Outside
      Sales Catalog and other trading programs, despite the fact
      that Winn-Dixie had no intention to use Visagent exchange
      as promised; and

   i. all facts and documents supporting Visagent's statements
      that the Agreement precluded Winn-Dixie from transacting
      purchases or sales of goods in the secondary market
      through electronic transmission, other than through
      Visagent's Grocery Exchange.

A complete list of the Interrogatories is available at no charge
at http://ResearchArchives.com/t/s?1c41

Moreover, the Debtors' Document Requests to Visagent included
documents evidencing:

   -- allegations in Visagent's Complaint;

   -- the damages that Visagent alleged in its Complaint;

   -- statements under Visagent's response, including averments
      in I. Mark Rubin's affidavit;

   -- statements under Visagent's amended statement of Claim;

   -- any purchases or sales of any goods listed in or sold
      through the Grocery Exchange from Jan. 1, 2001, to
      Aug. 31, 2004; and

   -- any portion of the US$131,875,000 Visagent Claim in its
      Amended Statement of Claim that Winn-Dixie owes Visagent.

The Debtors had demanded production of all complaints by anyone
about the Grocery Exchange for the period Jan. 1, 2001, to
Aug. 31, 2004.

A complete list of the Document Requests is available at no
charge at http://ResearchArchives.com/t/s?1c42

      Visagent's Objections to Discovery Requests Overruled

The Court overruled Visagent's objections to the Debtors'
Discovery Requests.

According to Mr. Gay, Visagent complained that:

   * it did not have immediate access to the answer for a
     specific interrogatory;

   * it will research and supplement its response as soon as the
     information is available for certain Interrogatories;

   * some interrogatories are unintelligible as stated;
     overbroad; compound as to requested time frames; and vague
     as to the terms "affiliations," "relationship" and
     "diverting of grocery products"; and

In addition, Visagent had objected to each of the Document
Requests on the grounds that they are overly broad and vague,
and that they seek privileged attorney-client or attorney work-
product materials.  Visagent had further opposed to the
definitions and instructions as overly broad and inconsistent
with the Civil Rule requirements.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.  
(Nasdaq: WINN) -- http://www.winn-dixie.com/-- is one of the    
nation's largest food retailers.  The Company operates 527  
stores in Florida, Alabama, Louisiana, Georgia, and
Mississippi.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla.
Case Nos. 05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq.,
and Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  Paul P. Huffard at The
Blackstone Group, LP, gives financial advisory services to the
Debtors.  Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt
give legal advice to the Official Committee of Unsecured
Creditors.  Houlihan Lokey & Zukin Capital gives financial advisory
services to the Committee.  When the Debtors filed for protection
from their creditors, they listed US$2,235,557,000 in total assets
and US$1,870,785,000 in total debts.  The Honorable Jerry A. Funk
confirmed Winn-Dixie's Joint Plan of Reorganization on
Nov. 9, 2006.  Winn-Dixie emerged from bankruptcy on
Nov. 21, 2006. (Winn-Dixie Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)




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


BRITISH AIRWAYS: Resumes Flights to Barbados & Trinidad
-------------------------------------------------------
British Airways Plc has resumed flights between Barbados and
Trinidad & Tobago, after almost 20 years of absence in the two
nations, Caribbean 360 reports.      

Caribbean 360 relates that British Airways distributed
promotional flyers about the new direct flight to Port of Spain.  
Flights will leave Barbados on:

          -- Wednesdays,
          -- Thursdays, and
          -- Saturdays.

According to Caribbean 360, shoppers were also given a chance to
enter to win a trip for two to Trinidad on the new flights.  

British Airways has also restarted direct flights from London to
Port of Spain.  The airline will have Boeing 777 flights from
London-Gatwick to Port of Spain with a stop in Barbados.  The
flights depart London at 10:00 a.m., British time, and leave
Port of Spain at 4:45 p.m., Eastern Caribbean Time, for an
overnight trip to London, Caribbean 360 states.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 29, 2007, Standard & Poor's Ratings Services said that its
'BB+' long-term corporate credit rating on British Airways PLC
remains on CreditWatch, with positive implications, following a
vote on March 22 by EU ministers approving a proposed "open
skies" aviation treaty with the US.




=============
B O L I V I A
=============


PETROLEO BRASILEIRO: Balks at Bolivia's 32% Oil & Production Tax
----------------------------------------------------------------
Repsol and Petroleo Brasileiro S.A. have jointly proposed to
reject an extra 32% tax on oil and production that the Bolivian
government is imposing as part of its nationalization of the
country's hydrocarbons sector, AFX News Limited reports.

Under the new taxation implemented by the government, oil
companies would have to pay 82% in taxes.  

"We are joining Petrobras because... the impact (of the 32
percent) is very important and we believe that we have to defend
ourselves," Repsol YPF Bolivia Chairman Luis Garcia Sanchez was
quoted by AFX as saying.

                        About YPF SA

Headquartered in Buenos Aires, Argentina, YPF SA is the
Argentine subsidiary of Spanish oil giant Repsol.  The company
explores, develops and produces oil and gas, natural gas and
electricity-generation activities (upstream), refines,
markets, transports and distributes oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream).  

                 About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


YPF SA: Parent Balks at 32 Percent Oil & Production Tax
-------------------------------------------------------
Repsol and Petroleo Brasileiro S.A. have jointly proposed to
reject an extra 32% tax on oil and production that the Bolivian
government is imposing as part of its nationalization of the
country's hydrocarbons sector, AFX News Limited reports.

Under the new taxation implemented by the government, oil
companies would have to pay 82% in taxes.  

"We are joining Petrobras because... the impact (of the 32
percent) is very important and we believe that we have to defend
ourselves," Repsol YPF Bolivia Chairman Luis Garcia Sanchez was
quoted by AFX as saying.

                    About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

                        About YPF SA

Headquartered in Buenos Aires, Argentina, YPF SA is the
Argentine subsidiary of Spanish oil giant Repsol.  The company
explores, develops and produces oil and gas, natural gas and
electricity-generation activities (upstream), refines,
markets, transports and distributes oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream).  

                        *     *     *

Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA.  Fitch said the outlook is stable.

Moody's Investors Service assigned these ratings on YPF SA:

          -- B2 long-term foreign currency corporate family
             rating; and

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook is negative.


* BOLIVIA: State Firm to Start Seeking Workers in 60 Days
---------------------------------------------------------
Bolivian state-owned hydrocarbons firm Yacimientos Petroliferos
Fiscales de Bolivia President Guillermo Aruquipa told state news
agency Agencia Boliviana de Informacion that the company will
begin searching for workers within 60 days as part of the its
restructuring process.

As reported in the Troubled Company Reporter-Latin America on
March 28, 2007, Bolivian President Evo Morales appointed Mr.
Aruquipa as the new president of Yacimientos Petroliferos to
replace Manuel Morales Olivera, who was removed from his post
for allegedly destroying original contractual accords with
Brazilian state oil firm Petroleo Brasileiro in favor of a
separate agreement giving further advantage to the company.

Mr. Aruquipa prohibited legislators and others of suggesting
people to work at Yacimientos Petroliferos, BNamericas states.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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


BRASIL TELECOM: Redeeming Outstanding Debts Under 4th Issuance
--------------------------------------------------------------
Brasil Telecom S.A. notified the debenture holders of its 4th
Issuance, being the 3rd Public Issuance, of Non-Convertible
Debentures that the company, under the terms of Section 4.12 --
Optional Redemption by the Company -- of the Escritura da Quarta
Emissao, Sendo a Terceira Para Distribucao Publica de Debentures
Nao Conversiveis em Acoes da Companhia, dated Aug. 26, 2004,
will exercise its right to redeem the totality of the
outstanding Debentures, by entitling each Debenture to a payment
equivalent to the face value of BRL$10,000.00 plus accrued
interest between the date of the last interest payment, i.e.
Jan. 5, 2007, and April 17, 2007 -- the Redemption Date -- as
stipulated in Section 4.9 of the Issuance Deed, and the
redemption premium.

The company disclosed that the Redemption Premium would be
equivalent to 0.75% of the redemption amount, payable
proportionally to the number of actual days between the
Redemption Date and July 5, 2009, according to this formulae:

                           P = d/D 0.75%

Where:

     P = Redemption Premium, in percentage points of the
         Redemption Amount

     d = number of actual days between the Redemption Date and
         the Maturity Date

     D = number of actual days between July 5, 2006 (time period
         corresponding to 24 months from the Issuance Date) and
         the Maturity Date

                         Other Details

Payments related to the Redemption will be made according to the
procedures adopted by the Camara de Liquidacao e Custodia --
CETIP -- or by the Companhia Brasileira de Liquida?ao e Custodia
and, for the holders of Debentures, which are not held at CETIP
nor CBLC, through the Paying Agent, Banco Itau S.A.

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company  
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional
long-distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.

Moody's Investors Service placed a Ba1 local currency long-term
issuer rating on Brasil Telecom.


CELPA: Fitch Holds B Local & Foreign Currency Issuer Ratings
------------------------------------------------------------
Fitch maintains the Local and Foreign Currency Issuer Default
Ratings of 'B' and the national scale ratings of 'BBB(bra)' on
Centrais Eletricas do Para S.A. or Celpa.  Fitch also holds
these ratings for Rede Empresas de Energia Eletrica S.A (Cemat's
parent) and another subsidiary, Centrais Eletricas
Matogrossenses S.A. or Cemat.  All ratings have a Stable Rating
Outlook.

In addition, the proposed issuance of perpetual notes by Rede
Empresas de Energia Eletrica S.A has been increased to US$400
million from US$200 million.  The doubled issuance size does not
affect Fitch's 'B/RR4' rating on the notes.  All proceeds from
the issuance, net of transaction costs and constitution of the
reserve account, will be used to refinance the issuer's existing
debt as originally planned.  The company plans to refinance
BRL370 million with Banco Nacional de Desenvolvimento Economico
e Social or BNDES, BRL260 million of working capital
obligations, and BRL70 million of debentures, totaling BLR700
million.  The 'RR4' Recovery Rating indicates an expected
average recovery (31%-50%), given a default and an assumed
jurisdictional 'RR4' cap on instrument ratings in Brazil.  Fitch
currently maintains Local and Foreign Currency Issuer Default
Ratings of 'B' and the national scale ratings of 'BBB(bra)' on
Rede and its subsidiaries, Centrais Eletricas Matogrossenses
S.A. or Cemat) and Centrais Eletricas do Para S.A. or Celpa.  
All ratings have a Stable Rating Outlook.

The notes will rank pari passu with other Rede Empresas senior
unsecured debt obligations and will be subordinated to the debt
of Rede Empresas' operating companies.  The perpetual bonds have
no fixed final maturity but will become callable by Rede
Empresas in whole after the five-year initial term ending March
2012.  The proceeds of the issuance will be used to refinance
existing working capital obligations at the holding level.

The rating is supported by the company's market position as an
important player in the electric distribution segment in Brazil
and the expected strengthening of credit protection measures of
the group over the next few years supported by continued growth
in operational results and cash flow and a reduction of annual
debt service via lower-financing-cost debt.  The rating also
reflects the relatively high leverage of the group when compared
to other electricity companies in the Brazilian market, as well
as the regulatory risks inherent in the Brazilian power sector.

         About Rede Empresas de Energia Eletrica SA

Headquartered in Sao Paulo, Brazil, Rede Empresas de Energia
Eletrica SA is a holding company with interests in electricity
generation and distribution.  The group operates concessions to
distribute electricity in the states of Tocantins, Mato Grosso
and Para through the following subsidiaries: Companhia de
Energia Eletrica do Estado do Tocantins aka Celtins, Centrais
Eletricas Matogrossenses S.A. aka Cemat, and Centrais Eletricas
do Para S.A. aka Celpa.  In addition, Rede Empresas operates
small power distribution concessions in a number of
municipalities in the states of Sao Paulo, Minas Gerais and
Parana.  The group's power generation capacity is substantially
represented by its 20.2% interest in Investco S.A. that owns the
concession to operate the 902 MW Luis Eduardo Magalhaes
hydropower plant, and a 39.5% interest in the 120 MW Guapore
hydropower plant.  Rede Empresas reported net revenues of about
BRL3,217 million (US$1,476 million) in 2006.

                        About Celpa

Centrais Eletricas do Para S.A. aka Celpa, a subsidiary of Rede
Empresas de Energia Eletrica SA, distributes electricity to the
entire state of Para and 50% of its 1,287,000 residential
customers are low-income consumers. Its new program will target
additional rural low-income populations.


CELPA: Moody's Affirms B2 Global Local Currency Rating
------------------------------------------------------
Moody's Investors Service affirmed the B2 global local currency
and Ba1.br Brazilian national scale senior unsecured issuer
ratings of Centrais Eletricas do Para S.A. aka Celpa.  Moody's
also affirmed these ratings for Rede Empresas de Energia
Eletrica S.A. (Cemat's parent) and its other operating
subsidiaries.

Simultaneously, Moody's Investors Service affirmed the B3
foreign currency rating and stable outlook of Rede Empresas de
Energia Eletrica S.A.'s senior unsecured perpetual notes, which
were upsized to US$400 million from the previously announced
US$200 million.  Simultaneously, Moody's affirmed all other
ratings of Rede Empresas and its operating subsidiaries.

Ratings affirmed are:

   Rede Empresas de Energia Eletrica S.A.:

     -- Senior unsecured corporate family rating: B2 (global
        local currency); Ba1.br Brazilian national scale

     -- US$400 million senior unsecured foreign currency
        perpetual notes: B3

   Centrais Eletricas Matogrossenses S.A. aka Cemat

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Centrais Eletricas do Para S.A. aka Celpa

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Companhia de Energia Eletrica do Estado do Tocantins
      aka Celtins

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

Outlook: stable

The decision to take no action related to Rede Empresas' bond
upsize assumes that the additional US$200 million will be used
to prepay upcoming debt maturities, thus not resulting in any
increase in leverage while addressing ahead of time the
significant refinancing requirements in 2007 and 2008 of the
group's holding company.

         About Rede Empresas de Energia Eletrica SA

Headquartered in Sao Paulo, Brazil, Rede Empresas de Energia
Eletrica SA is a holding company with interests in electricity
generation and distribution.  The group operates concessions to
distribute electricity in the states of Tocantins, Mato Grosso
and Para through the following subsidiaries: Companhia de
Energia Eletrica do Estado do Tocantins aka Celtins, Centrais
Eletricas Matogrossenses S.A. aka Cemat, and Centrais Eletricas
do Para S.A. aka Celpa.  In addition, Rede Empresas operates
small power distribution concessions in a number of
municipalities in the states of Sao Paulo, Minas Gerais and
Parana.  The group's power generation capacity is substantially
represented by its 20.2% interest in Investco S.A. that owns the
concession to operate the 902 MW Luis Eduardo Magalhaes
hydropower plant, and a 39.5% interest in the 120 MW Guapore
hydropower plant.  Rede Empresas reported net revenues of about
BRL3,217 million (US$1,476 million) in 2006.

                         About Celpa

Centrais Eletricas do Para S.A. aka Celpa, a subsidiary of Rede
Empresas de Energia Eletrica SA, distributes electricity to the
entire state of Para and 50% of its 1,287,000 residential
customers are low-income consumers. Its new program will target
additional rural low-income populations.


CELTINS: Moody's Affirms B2 Global Local Currency Issuer Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 global local currency
and Ba1.br Brazilian national scale senior unsecured issuer
ratings of Companhia de Energia Eletrica do Estado do Tocantins
aka Celtins.  Moody's also affirmed these ratings for Rede
Empresas de Energia Eletrica S.A. (Cemat's parent) and its other
operating subsidiaries.

Simultaneously, Moody's Investors Service affirmed the B3
foreign currency rating and stable outlook of Rede Empresas de
Energia Eletrica S.A.'s senior unsecured perpetual notes, which
were upsized to US$400 million from the previously announced
US$200 million.  Simultaneously, Moody's affirmed all other
ratings of Rede Empresas and its operating subsidiaries.

Ratings affirmed are:

   Rede Empresas de Energia Eletrica S.A.:

     -- Senior unsecured corporate family rating: B2 (global
        local currency); Ba1.br Brazilian national scale

     -- US$400 million senior unsecured foreign currency
        perpetual notes: B3

   Centrais Eletricas Matogrossenses S.A. aka Cemat

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Centrais Eletricas do Para S.A. aka Celpa

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Companhia de Energia Eletrica do Estado do Tocantins
      aka Celtins

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

Outlook: stable

The decision to take no action related to Rede Empresas' bond
upsize assumes that the additional US$200 million will be used
to prepay upcoming debt maturities, thus not resulting in any
increase in leverage while addressing ahead of time the
significant refinancing requirements in 2007 and 2008 of the
group's holding company.


CEMAT: Fitch Holds B Local & Foreign Currency Issuer Ratings
------------------------------------------------------------
Fitch maintains the Local and Foreign Currency Issuer Default
Ratings of 'B' and the national scale ratings of 'BBB(bra)' on
Centrais Eletricas Matogrossenses S.A. or Cemat.  Fitch also
holds these ratings for Rede Empresas de Energia Eletrica S.A
(Cemat's parent) and another subsidiary, Centrais Eletricas do
Para S.A. or Celpa.  All ratings have a Stable Rating Outlook.

In addition, the proposed issuance of perpetual notes by Rede
Empresas de Energia Eletrica S.A has been increased to US$400
million from US$200 million.  The doubled issuance size does not
affect Fitch's 'B/RR4' rating on the notes.  All proceeds from
the issuance, net of transaction costs and constitution of the
reserve account, will be used to refinance the issuer's existing
debt as originally planned.  The company plans to refinance
BRL370 million with Banco Nacional de Desenvolvimento Economico
e Social or BNDES, BRL260 million of working capital
obligations, and BRL70 million of debentures, totaling BLR700
million.  The 'RR4' Recovery Rating indicates an expected
average recovery (31%-50%), given a default and an assumed
jurisdictional 'RR4' cap on instrument ratings in Brazil.  Fitch
currently maintains Local and Foreign Currency Issuer Default
Ratings of 'B' and the national scale ratings of 'BBB(bra)' on
Rede and its subsidiaries, Centrais Eletricas Matogrossenses
S.A. or Cemat) and Centrais Eletricas do Para S.A. or Celpa.  
All ratings have a Stable Rating Outlook.

The notes will rank pari passu with other Rede Empresas senior
unsecured debt obligations and will be subordinated to the debt
of Rede Empresas' operating companies.  The perpetual bonds have
no fixed final maturity but will become callable by Rede
Empresas in whole after the five-year initial term ending March
2012.  The proceeds of the issuance will be used to refinance
existing working capital obligations at the holding level.

The rating is supported by the company's market position as an
important player in the electric distribution segment in Brazil
and the expected strengthening of credit protection measures of
the group over the next few years supported by continued growth
in operational results and cash flow and a reduction of annual
debt service via lower-financing-cost debt.  The rating also
reflects the relatively high leverage of the group when compared
to other electricity companies in the Brazilian market, as well
as the regulatory risks inherent in the Brazilian power sector.

                         About Cemat

Centrais Eletricas Matogrossenses S.A., a subsidiary of Rede
Empresas de Energia Eletrica SA, is an electricity generation
and distribution company that serves the state of Mato Grosso
that has a population of 2.7 million inhabitants.  It currently
serves 772.890 clients.


CEMAT: Moody's Affirms B2 Global Local Currency Issuer Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 global local currency
and Ba1.br Brazilian national scale senior unsecured issuer
ratings of Centrais Eletricas Matogrossenses S.A. aka Cemat.  
Moody's also affirmed these ratings for Rede Empresas de Energia
Eletrica S.A. (Cemat's parent) and its other operating
subsidiaries.

Simultaneously, Moody's Investors Service affirmed the B3
foreign currency rating and stable outlook of Rede Empresas de
Energia Eletrica S.A.'s senior unsecured perpetual notes, which
were upsized to US$400 million from the previously announced
US$200 million.  Simultaneously, Moody's affirmed all other
ratings of Rede Empresas and its operating subsidiaries.

Ratings affirmed are:

   Rede Empresas de Energia Eletrica S.A.:

     -- Senior unsecured corporate family rating: B2 (global
        local currency); Ba1.br Brazilian national scale

     -- US$400 million senior unsecured foreign currency
        perpetual notes: B3

   Centrais Eletricas Matogrossenses S.A. aka Cemat

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Centrais Eletricas do Para S.A. aka Celpa

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Companhia de Energia Eletrica do Estado do Tocantins
      aka Celtins

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

Outlook: stable

The decision to take no action related to Rede Empresas' bond
upsize assumes that the additional US$200 million will be used
to prepay upcoming debt maturities, thus not resulting in any
increase in leverage while addressing ahead of time the
significant refinancing requirements in 2007 and 2008 of the
group's holding company.

                         About Cemat

Centrais Eletricas Matogrossenses S.A., a subsidiary of Rede
Empresas de Energia Eletrica SA, is an electricity generation
and distribution company that serves the state of Mato Grosso
that has a population of 2.7 million inhabitants.  It currently
serves 772.890 clients.


COMPANHIA DE SANEAMENTO: To Ink US42.5MM Loan from Japan Int'l
--------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo will sign
a US$2.5 million loan from the Japan International Cooperation
Agency to finance a program aimed at decreasing water losses,
news daily Folha de S Paulo reports.

Folha de S underscores that Companhia de Saneamento will
implement Japanese procedures in making water connections in
homes and businesses, where 90% of the water is lost.  

Business News Americas relates that Companhia de Saneamento
provides water and sewage services to about 25 million people in
368 municipalities in Sao Paulo.

Making better connections would cost more at first.  It would
save money in the long run as maintenance costs would be lower,
Folha de S states.

Companhia de Saneamento Basico do Estado de Sao Paulo 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
June 23, 2006, Standard & Poor's Ratings Services has raised its
Brazilian national-scale corporate credit rating on Companhia de
Saneamento Basico do Estado de Sao Paulo to 'brA+' from 'brA'.
At the same time, it affirmed the company's global-scale ratings
at 'BB-'.  S&P said the outlook is stable.


COMPANHIA ENERGETICA: Investing BRL100 Mil. on Upgrades in 2007
---------------------------------------------------------------
Companhia Energetica de Sao Paulo will invest BRL100 million
this year on its generation units' modernization and
maintenance, business news America reports.

Companhia Energetica President Guilherme de Toledo told
BNamericas, "Most of the investment budget will go to the
modernization of turbines in the 3,440-megawatt Ilha Solteira
and the 1,551-megawatt Jupia hydro plants.  We will not be
investing in expansion for the next few years."

Companhia Energetica has scrapped expansion until it completes
the restructuring of its BRL7.5-billion debt in a few years,
reports say, citing Mr. de Toledo.  

According to BNamericas, Companhia Energetica has not invested
in new plants since the late 1990 -- when the 1,540-megawatt
Engenheiro Sergio Motta launched operations -- due to debt
resulting from the partial privatization of Sao Paulo state's
other power assets.  Since then, Companhia Energetica has been
restructuring its finances, in part with a capital injection
that decreased the debt to BRL7.5 billion at the end of 2006
from BRL10.3 billion in December 2005.

Mr. de Toledo told BNamericas that Companhia Energetica will
benefit this year from debt restructuring that decreased its
dollar-denominated debt to 45% of total debt at the end of 2006,
from 54% at the end of 2005.  All the firm's cash generation
will continue to be used to pay and amortize debt.  Companhia
Energetica's cash generation capacity will let it pay down its
debt in 5.8 years.  The firm aims to reduce that to 3.5 years in
four to five years time.  Only then will the company be able to
invest in new projects.

Other than increasing the price of the power sold by
prioritizing non-regulated market contracts, Companhia
Energetica will also raise BRL1.3 billion through a receivables
fund, BNamericas relates, citing Mr. de Toledo.

Mr. de Toledo told BNamericas that Companhia Energetica will
invest an average of BRL80 million per year from 2008.

"There is demand for new non-regulated eight-year contracts at
BRL110 to BRL120 per megawatt hour from 2013.  We want to meet
this demand for new power at these prices to increase the
proportion of non-regulated contracts," Mr. de Toledo commented
to BNamericas.

BNamericas underscores that the average price of power sold by
Companhia Energetica last year was BRL72 per megawatt hour.

Companhia Energetica will offer other generators operation,
maintenance and power trading services, where the company has a
lot of experience, BNamericas states, citing Mr. de Toledo.

Headquartered in Sao Paulo, Brazil, CESP -- Companhia Energetica
de Sao Paulo is the country's third largest power generator,
majority owned by the State of Sao Paulo.  CESP operates 6
hydroelectric plants with total installed capacity of 7,456 MW
and reported net revenues of BRL1,983 million in the last twelve
months through Sept. 30, 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 16, 2007, Moody's Investors Service assigned a Ba3 foreign
currency rating to Companhia Energetica de Sao Paulo aka CESP's
proposed unsubordinated unsecured Real-denominated IPCA linked
notes due in 2015 in the amount of approximately US$250 million
in Real-equivalent.  The 2015 notes shall be issued under the
US$975 million Medium Term Notes Program rated Ba3 by Moody's.
Moody's notes that, although the notes will be denominated in
Brazilian Real, all related payments shall be made in US-
Dollars.  Moody's said the ratings outlook is positive.


COMPANHIA PARANAENSE: Reports BRL1.24 Bil. Net Earnings in 2006
---------------------------------------------------------------
Companhia Paranaense de Energia said in a statement that its net
earnings increased 147% to BRL1.24 billion in 2006, from the
BRL502 million profit in 2005.

Business News Americas relates that Companhia Paranaense's net
revenue rose 1.3% to BRL5.39 billion in 2006, compared to 2005.  
Its operating profit increased 152% to BRL1.84 billion.

Companhia Paranaense's net equity increased 16.2% to BRL6.38
billion in December 2006, compared to December 2005, BNamericas
notes.

Companhia Paranaense's electric power sales remained the same at
18.7 gigawatt hours in 2006, compared to 2005.  This doesn't
include supply or energy sales to smaller Parana state
utilities, BNamericas states.

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- transmits and
distributes electricity to more than 3 million customers in the
state of Parana and has a generating capacity of nearly 4,600
MW, primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's America Latina upgraded the corporate family rating of
Companhia Paranaense de Energia aka Copel to Ba2 from Ba3 on its
global scale and to Aa2.br from A3.br on its Brazilian national
scale.


COMPANHIA SIDERURGICA: Likely to Post Good Results, Merrill Says
----------------------------------------------------------------
Merrill Lynch said in a report that Companhia Siderurgica
Nacional is likely to have good results in the coming quarters
due to high steel prices.

According to Merrill Lynch's report, slab prices reached a
bottom of US$420 per ton during the first quarter of 2007 and
are now being negotiated at US$520 per ton for the third quarter
2007 deliveries.  

Merrill Lynch told Business News Americas that hot and cold-
rolled coil prices should follow a similar trend, leading
Companhia Siderurgica to "much" stronger results this year,
compared to last year.

BNamericas underscores that an accident occurred at Companhia
Siderurgica in January 2006, stopping operations at one of its
blast furnaces until June 2006.  The suspension affected
financial results in the first three quarters and is expected to
weigh significantly on full-year result.

Companhia Siderurgica has a buy recommendation from Merrill
Lynch, which also assigned a 12-month target price of BRL103 per
share, or US$46 per American Depositary Receipt, on the
steelmaker, BNamericas states.  

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *     *     *

As reported on Feb. 2, 2007, Standard & Poor's Ratings Services
affirmed its 'BB' local- and foreign-currency corporate credit
ratings on Brazil-steel maker Companhia Siderurgica Nacional or
CSN and removed them from CreditWatch, where they were placed on
Nov. 17, 2006, with negative implications.  S&P said the outlook
is stable.


EMI GROUP: Reaches Napster Suit Agreement with Bertelsmann AG
-------------------------------------------------------------
Bertelsmann AG settled a copyright-infringement suit filed by
EMI Group PLC for an undisclosed amount, reports say.

According to The Financial Times, EMI Chief Executive Officer
Eric Nicoli said he was pleased by the settlement but declined
to state its terms.  Bertelsmann did not admit any liability as
part of the settlement.

EMI, Vivendi's Universal Music Group and a group of music
publishers filed a copyright-infringement suit against
Bertelsmann in 2003 in relation to Bertelsmann's support for
Napster.

According to FT, the lawsuit centered on Bertelsmann's loans,
amounting to US$50 million and US$10 million, to Napster.  EMI
and others alleged that the loans were investment in a company
that violated their copyrighted material.

Bertelsmann argued that the loans were to help Napster become
legitimate.

"We can now put this matter behind us and continue to pursue the
development of new legitimate digital-music business models,"
Mr. Nicoli was quoted by The Wall Street Journal as saying.

                          About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent  
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

                        *     *     *

As reported on March 1, Standard & Poor's Ratings Services
placed its ratings on Warner Music Group Corp., including the
'BB-' corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC
(BB-/Watch Neg/B), which EMI management has confirmed.

According to a TCR-Europe report on Jan. 17, Moody's Investors
Service downgraded EMI Group Plc's Corporate Family and senior
debt ratings to Ba3 from Ba2.  All ratings remain under review
for possible further downgrade.


GERDAU SA: Will Acquire All Shares in Feld Group for US$259 Mil.
----------------------------------------------------------------
Gerdau SA has signed a contract to buy all the shares in Feld
Group, the Mexican holding firm owning rebar and profile
producer Siderurgica Tultitlan, Business News Americas reports.

BNamericas relates that the transaction is valued at US$259
million.

According to BNamericas, the agreement requires the approval of
Mexican regulatory authorities.

Siderurgica Tultitlan has installed capacity of 350,000 tons per
year of steel and 330,000 tons yearly of rolled products, Gerdau
said in a statement.

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

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Tampa, Fla.-based Gerdau
Ameristeel Corp. on CreditWatch with positive implications.


GOL LINHAS: To Acquire Varig S.A. Shares for US$275 Million
-----------------------------------------------------------
GOL Intelligent Airlines aka GOL Linhas Aereas Inteligentes,
controlling shareholder of GOL Transportes Aereos S.A. and
Brazil's low-cost, low-fare airline, has agreed with VarigLog
and Volo, the controlling shareholders of VRG Linhas Aereas S.A.
and airline that operates the Varig S.A. brand, to acquire the
total share capital of VRG.

The total consideration offered for the shares of VRG is
approximately US$275 million, consisting of US$98 million of
cash, and approximately 6.1 million non-voting shares issued by
GOL, with various sale restrictions for up to 30 months.  With
the assumption of BRL100 million (US$45 million) of debentures,
the total aggregate value of the transaction is approximately
US$320 million.  This closing is conditioned on obtaining all
the customary regulatory approvals from the authorities,
including the Brazilian Antitrust Agency and the National Civil
Aviation Agency; GOL will keep investors informed of approvals.

VRG will be acquired by GTI S.A., a wholly owned subsidiary of
GOL Intelligent Airlines.  The companies will keep separate
financials and will be managed according to best practices in
corporate governance and internal controls.  VRG will operate
with its own VARIG brand, differentiated services, incorporating
the low-cost business model from GOL, and independent
administration, separate from GOL's operating subsidiary GOL
Transportes Aereos S.A, which will continue to invest in its
unique low-cost operating model.

GOL and VRG will be managed as independent companies with
focused business models.  GOL will maintain focus on its low-
cost, low-fare business model, with a single-class of service in
the Brazilian domestic market and South America.  The company
maintains its commitment to popularizing air travel, making low-
fare flights more accessible to a larger portion of the
population.  VARIG will offer differentiated services, with
direct flights and a mileage program, which currently serves
more than 5 million clients.  On long-haul international routes,
VARIG will offer two service classes: coach and business.

In the domestic market, VARIG will operate with a single-class
of service, prioritizing flights between the main economic
centers of Brazil, with principal bases of operation at
Congonhas, Guarulhos, Santos Dumont and Galeao airports.  Both
companies will explore synergies resulting from gains in
efficiency, quality and competitiveness.  The complementary
networks of the two operating subsidiaries will permit wide
feeder and distribution of VARIG's international flights,
offering passengers arriving or departing from Brazil numerous
and flexible connection options.

The combined strength of GOL and VARIG will establish a
Brazilian airline group with a growing passenger base of over 20
million annually, capable of competing on the South American and
world stages against other large international airlines.  GOL
and VARIG together, through higher efficiencies generated to the
market and consumers, will be ready to assume leadership of
domestic and international flights among Brazilian carriers.  
The combination of these two companies will provide the ability
to increase the number of seats offered at low fares and will
stimulate growth in air travel.

The acquisition represents the best opportunity for operations
under the VARIG brand to remain a Brazilian-managed and
controlled airline, fully focused on the strategic objectives of
growth, job creation, and competitiveness, while remaining a
strong Brazilian flag carrier.  GOL believes there are
opportunities to maximize the purchasing power of the two
subsidiaries to further reduce operating costs, increase
efficiencies, continue to innovate the Brazilian market for air
travel, and pass on the benefits of synergies between the
companies to the traveling public.

VARIG will incorporate modern concepts of efficient
administration, asset optimization, intensive use of technology,
efficient and economic fleet, transparency, innovation and
employee motivation, which will make the company competitive,
profitable, financially sound, and capable of sustained growth.

VRG's fleet, currently operating with 17 aircraft, will be
increased to 34 Boeing aircraft composed of a simplified fleet
of 20 737 and 14 767 aircraft.  This fleet will permit VARIG to
serve more than ten international destinations in Europe, North
America, and South America.

"GOL intends to provide VARIG with the necessary ambition,
management expertise, financial strength and cost base to
compete with South American and world competitors," Constantino
de Oliveira Junior, GOL's Chief Executive Officer, said.  "With
this acquisition, Brazil will maintain an important flag in
global aviation, the industry will benefit from an increase in
jobs and demand will be better served.  We are confident that
throughout this acquisition GOL will continue its mission of
popularizing air travel and consolidate its position as one of
the leading low-cost carriers in the world.  We will work so
that our companies become the Brazilian carriers of choice for
both domestic and international passengers."

In summary, GOL will offer a financially secure future for VARIG
through its strategy, which includes:

   * maintenance of the VARIG brand and the operation the two
     airlines separately;

   * improving the service offering under the VARIG brand,
     including the Smiles mileage program, and increasing the
     quantity of direct flights;

   * expanding service to routes not currently operated;

   * reducing VARIG's operating costs through improved
     efficiencies, superior purchasing power and lower overhead;

   * facilitating the expansion of the fleet operating the under
     the VARIG brand, by providing it with modern and efficient
     aircraft, low-cost leasing and financing facilities, and
     using purchasing power to negotiate lower costs;

   * improving the quality of the long-haul fleet operating the
     VARIG brand, and updating and innovating its long-haul
     product.

VRG is a company based on the Isolated Productive Unit of VARIG,
created in the Bankruptcy Recovery Plan of VARIG, Rio Sul and
Nordeste and acquired by VarigLog in the Judicial Auction
realized on July 7, 2006.  Under the Brazilian Company Recovery
Law of 2005, the UPI was created and sold fully free of
liabilities of any nature (civil, labor, tax, pension, etc.),
and upon completion of the conditions established in the Auction
Edital, so to assure payment to creditors and the continued
existence of the Recovering Companies.  With the acquisition,
GOL fully assumes the obligation to assure that VRG completes,
in the strictest terms, all of the terms of the Auction Edital,
including:

   (a) honor the two debentures already issued in the value of
       BRL50 million each, with 10-year maturities,

   (b) the hiring of the services of the Varig Training Center
       with a minimum value of BRL1 million, and

   (c) the rental at market rates of some fixed assets from
       VARIG.

                           About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In his capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for US$600 million
in July 2006.

                 About GOL Intelligent Airlines

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.

                          *     *     *

On March 7, 2007, Fitch Ratings assigned its BB+ rating to GOL
Intelligent Airlines' senior unsecured debt.


HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit to 'BB' from 'BB-', on aerospace supplier
Hexcel Corp.  The outlook is stable.  About US$410 million of
debt is outstanding.

"The upgrade is based on improving credit protection measures,
with further gains expected, as Hexcel benefits from a generally
favorable industry environment, lower debt, and increasing
operating efficiency," said Standard & Poor's credit analyst
Roman Szuper.

The ratings on Stamford, Connecticut-based Hexcel reflect
participation in the cyclical and competitive commercial
aerospace industry and a somewhat aggressive, but improving,
financial profile.  The company is the world's largest
manufacturer of advanced structural materials, such as
lightweight, high-performance carbon fibers, structural fabrics,
and composite materials for the commercial aerospace, defense
and space, and industrial sectors.

Hexcel's largest market, commercial aerospace (52% of 2006
revenues), continues to recover, following a severe downturn in
the 2001-2003 period.  Deliveries of jetliners increased
considerably in 2006, with higher volumes planned for 2007 and
2008.  Although production delays of Airbus' A380 double-decker
aircraft will constrain segment growth in the near term,
revenues could still be up modestly in 2007 on higher build
rates of other airplanes.  Hexcel will not be providing the
composites for the primary structures for Boeing's new 787
aircraft, but other composite parts, such as those for secondary
structures, the interior, the engines, and nacelles for the 787
and other airplanes should provide significant revenues in the
long term.

Generally favorable conditions in core markets, lower debt
levels, and ongoing gains in operating efficiency should sustain
a financial profile appropriate for the rating in the
intermediate term.  An outlook revision to positive or negative
is not likely, at least in the near term, following this
upgrade.

Headquartered in Stamford, Connecticut, Hexcel Corporation --
http://www.hexcel.com/-- (NYSE/PCX: HXL) develops, manufactures  
and markets lightweight, high-performance reinforcement
products, composite materials and composite structures for use
in commercial aerospace, space and defense, electronics, and
industrial applications.

The company has operations in Australia, Brazil, China, France
and Japan, among others.


NOSSA CAIXA: To Pay BRL2.08B to Handle Payroll of State Workers
---------------------------------------------------------------
Banco Nossa Caixa Chief Executive Officer Milton Luiz de Melo
Santos told the press that the bank has agreed to pay BRL2.08
billion in cash to handle the payroll of about 1.1 million state
workers.

Mr. de Melo Santos commented to Business News Americas, "Nossa
Caixa is in an extremely comfortable financial position and the
bank will have no problem paying for this operation."

Local banking analyst Carlos Macedo of Unibanco Corretora told
BNamericas that Nossa Caixa will pay the equivalent of half its
market cap and 80% of its net worth for the accounts.  The
purchase price was somewhat higher than expected.

"Cross-sales" from personal loans and insurance products to
state workers will increase revenues in 2007.  "Payroll-linked"
loans as well as home loans are two potential growth segments,
BNamericas relates, citing Mr. de Melo Santos.

Mr. de Melo Santos told BNamericas that on average, 65% of
assets from the state payroll have stayed with Nossa Caixa in
the past three months and the bank expects to recover its
investment before the contract expires in 2012.

Mr. Macedo said in a report, "There is a big difference between
having the accounts and actually turning them into something
profitable, especially in a state-owned bank.  And Nossa Caixa's
track record in delivering operational profitability has not
been quite as good as we would like."

According to BNamericas, Nossa Caixa started handling the
payroll for almost 550,000 state workers when Santander acquired
state bank Banespa in 2001.  Nossa Caixa took over the payroll
of 589,000 workers in January 2007 after the state's contract
with Santander expired.

Mr. de Melo Santos told BNamericas that Nossa Caixa didn't have
a formal contract with the Sao Paulo state government, despite
handling the entire state payroll since January.

The government could have auctioned off the payroll but decided
to make Nossa Caixa a proposal as it is a state bank and was
already handling payroll, BNamericas notes, citing state finance
secretary Mauro Ricardo Costa.

Mr. Costa commented to BNamericas, "We did a study on how much
this asset was worth and offered it to the bank.  They accepted
it and we closed the deal.  Of course, if Nossa Caixa had
declined to pay the BRL2.08 billion proposed by the government,
then there would have been an auction, and many financial
institutions are interested in the state payroll."

Mr. Costa told BNamericas that the Sao Paulo state payroll moves
around BRL2 billion per month, which adds up to BRL125 billion
over the course of the five-year contract.

Nossa Caixa handles the public sector payrolls of 131
municipalities, BNamericas says, citing Mr. de Melo Santos.

Mr. Costa admitted to BNamericas that he doubted other banks
would challenge the contract in court and demand the state hold
an auction.

However, Santander would likely challenge the accord and say
that it would have paid more for the accounts, Mr. Macedo told
BNamericas.

                        *     *     *

On Oct. 19, 2005, Moody's Investors Service upgraded Banco Nossa
Caixa S.A.'s long-term foreign currency deposit rating to B1
from B2 with a positive outlook.

At the same time, the ratings agency upgraded Banco Nossa
Caixa's long-term foreign currency debt rating to Ba1 with a
stable outlook.


PETROLEO BRASILEIRO: Will Study Biodiesel Technologies with Eni
---------------------------------------------------------------
Brazilian state oil company Petroleo Brasileiro SA said in a
statement that it has agreed with Italian oil firm Eni S.p.A. to
study new biodiesel technologies together.

Business News Americas relates that a Memorandum of
understanding was signed between the two firms during the visit
of Italian Premier Romano Prodi to Brazil.  The companies seek
to develop large-scale biodiesel production.

According to BNamericas, the accord includes:

          -- strategic alliances in nations with raw materials
             appropriate for biodiesel production,

          -- research into transport, and

          -- usage of Eni's heavy crude refining technology in
             Brazil.

BNamericas underscores that Petroleo Brasileiro and Eni agreed
to set up a joint venture to promote ethanol production in
African nations, beginning in Mozambique.  The agreement also
allows for additional alliances between the two firms.

Mr. Prodi disclosed that Italian firms are interested in
investing US$480 million to construct four biodiesel production
units in Brazil, the Sao Paulo state federation of industries
Fiesp said in a statement.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil.

Petrobras has operations in China, India, Japan, and Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


REALOGY CORP: Offering US$3.15-Mln Notes via Private Placement
--------------------------------------------------------------
Realogy Corporation is planning to offer US$3.15 million
aggregate principal amount of 7-year senior notes, senior
floating rate notes, senior PIK toggle notes, and 8-year senior
subordinated notes in a private placement.

The company will use the proceeds to fund a portion of the its
pending merger with affiliates of Apollo Management L.P., to
refinance credit facility debts.  The notes will be guaranteed
by all subsidiaries of company that guarantees its new senior
secured credit facility.

                        Apollo Merger

As reported in the Troubled Company Reporter on Dec. 20, 2006,
the company has entered into a definitive agreement to be
acquired by an affiliate of Apollo in a transaction valued at
approximately US$9 billion, including the assumption or
repayment of approximately US$1.6 billion of net indebtedness
and legacy contingent and other liabilities of approximately
US$750 million.

Under the terms of the agreement, Realogy stockholders would
receive US$30.00 per share in cash at closing, representing a
premium of 18% over Friday's market closing price of US$25.50
and a premium of 26% over Realogy's average closing share price
since its spin-off from Cendant Corporation on Aug. 1, 2006.

                    Stockholders' Meeting

As reported in the Troubled Company Reporter on Feb. 1, 2007,
the company will hold a special meeting of stockholders on
March 30, 2007, 10:00 a.m., local time, at One Hilton Court,
Parsippany, New Jersey, to adopt the merger agreement providing
for the acquisition of the company by an affiliate of Apollo.

The company expects to complete the Merger on or about
April 10, 2007.

                  About Apollo Management L.P.

Apollo, founded in 1990, is a recognized leader in private
equity, debt and capital markets investing.  Since its
inception, Apollo has successfully invested over US$16 billion
in companies representing a wide variety of industries, both in
the U.S. and internationally.  Apollo is currently investing its
sixth private equity fund, Apollo Investment Fund VI, L.P.,
which along with related co-investment entities, represents
approximately US$12 billion of committed capital.

                      About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE:
H)-- http://www.realogy.com/-- is real estate franchisor and a  
member of the S&P 500.  The company has a diversified business
model that also includes real estate brokerage, relocation, and
title services.  Realogy's world-renowned brands and business
units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has
more than 15,000 employees worldwide.  The company operates in
Australia, Brazil and France.


REALOGY CORP: S&P Puts B- Rating on Proposed US$1.5B Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Parsippany, New Jersey-based Realogy Corp.'s proposed US$1.5
billion senior notes due 2014, US$750 million senior pay-in-kind
toggle notes due 2014, and US$900 million senior subordinated
notes due 2015.  These securities are expected to be sold
pursuant to Rule 144A of the Securities Act of 1933 with
registration rights.

Proceeds form the proposed notes, in addition to a previously
rated bank facility and owner's equity, will be used to help
fund the approximately US$8.5 billion leveraged buyout of the
company by Apollo Management L.P., which is expected to close
within the next few weeks.  The 'B-' rating on the proposed
notes is two notches below Realogy's expected post-LBO corporate
credit rating of 'B+' given the significant amount of priority
debt in the pro forma capital structure.

In addition, Standard & Poor's affirmed its loan and recovery
ratings on Realogy's senior secured credit facilities, following
the increase in the term commitment under the loan by
US$500 million.  The secured loan rating is 'BB' with a recovery
rating of '1', indicating the expectation for full recovery of
principal in the event of a payment default.

Although the amount of secured debt in the pro forma capital
structure has increased, the expected enterprise value available
at projected default continues to yield a recovery rate in
excess of 100% of principal.  However, any incremental increase
in excess of US$500 million could result in the secured loan
rating being lowered.

Concurrently, the 'BB+' corporate credit rating remains on
CreditWatch with negative implications, where it was placed on
Dec. 18, 2006.  As the rating agency previously stated, based on
its analysis of the proposed capital structure, if shareholders
approve the transaction by vote, the corporate credit rating
would be lowered to 'B+' and the rating outlook would be
negative.

Also, the 'BB+' rating on the company's existing US$1.2 billion
in senior notes remain on CreditWatch with negative
implications, where it was placed on Feb. 13, 2007.

Based on Standard & Poor's analysis, the rating agency has made
the determination that the rating on these notes will not be
lowered any further from the current 'BB+' rating until such a
time that it is clear they would remain a permanent piece of the
company's capital structure.

According to the existing bond indentures, Realogy will be
required to offer to purchase the notes at par, plus accrued and
unpaid interest, upon a change of control and a rating downgrade
to speculative grade.  While Standard & Poor's recognizes these
notes are currently trading above par, reducing holders'
incentive to put the bonds, the rating agency cannot, with great
confidence, predict the market direction during the next several
weeks to determine how holders will respond.  Therefore, the
continued three-notch rating differential between the senior
notes and the expected 'B+' corporate credit rating recognizes
the protection afforded to bondholders from this change-of-
control covenant.  If these notes were to remain outstanding,
the rating would be downgraded one notch to the level of the
company's bank facility, which is 'BB', as they will rank
equally and share in the same collateral package.

"The expected 'B+' corporate credit rating on Realogy after the
planned LBO reflects the company's highly leveraged capital
structure, weakened credit measures, and reduced cash flow
generating capability as a result of the LBO and associated
heavy interest burden," said Standard & Poor's credit analyst
Michael Scerbo.  "The rating also underscores Realogy's exposure
to the residential real estate industry, which is sensitive to
economic cycles, and its aggressive financial policy, as
exhibited by its pending buyout and the expectation that the
company will remain within its brokerage operation, despite
lower levels of discretionary cash flow."

Realogy's near-term credit profile will be largely dictated by
the company's sizable financial leverage, with liquidity a key
factor in Standard & Poor's rating surveillance.  Nonetheless,
credit quality is supported by a satisfactory business risk
profile, as exhibited by Realogy's leading competitive position
in the residential real estate industry; its ownership of
several well known brands in the industry, including Century 21,
Coldwell Banker, and ERA, which target multiple price points;
its experienced management team; and the significant earnings
contribution from its franchise business, which tends to be more
reliable than brokerage ownership.

Standard & Poor's will look to resolve the CreditWatch listing
on the current 'BB+' corporate credit rating corporate credit
rating following the shareholder vote, which is expected to
occur on March 30.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE:
H)-- http://www.realogy.com/-- is real estate franchisor and a  
member of the S&P 500.  The company has a diversified business
model that also includes real estate brokerage, relocation, and
title services.  Realogy's world-renowned brands and business
units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has
more than 15,000 employees worldwide.  The company operates in
Australia, Brazil and France.


REDE EMPRESAS: US$400-Million Issue Won't Affect Fitch's Ratings
----------------------------------------------------------------
The proposed issuance of perpetual notes by Rede Empresas de
Energia Eletrica S.A has been increased to US$400 million from
US$200 million.  The doubled issuance size does not affect
Fitch's 'B/RR4' rating on the notes.  All proceeds from the
issuance, net of transaction costs and constitution of the
reserve account, will be used to refinance the issuer's existing
debt as originally planned.  The company plans to refinance
BRL370 million with Banco Nacional de Desenvolvimento Economico
e Social or BNDES, BRL260 million of working capital
obligations, and BRL70 million of debentures, totaling BLR700
million.  The 'RR4' Recovery Rating indicates an expected
average recovery (31%-50%), given a default and an assumed
jurisdictional 'RR4' cap on instrument ratings in Brazil.  Fitch
currently maintains Local and Foreign Currency Issuer Default
Ratings of 'B' and the national scale ratings of 'BBB(bra)' on
Rede and its subsidiaries, Centrais Eletricas Matogrossenses
S.A. or Cemat) and Centrais Eletricas do Para S.A. or Celpa.  
All ratings have a Stable Rating Outlook.

The notes will rank pari passu with other Rede Empresas senior
unsecured debt obligations and will be subordinated to the debt
of Rede Empresas' operating companies.  The perpetual bonds have
no fixed final maturity but will become callable by Rede
Empresas in whole after the five-year initial term ending March
2012.  The proceeds of the issuance will be used to refinance
existing working capital obligations at the holding level.

The rating is supported by the company's market position as an
important player in the electric distribution segment in Brazil
and the expected strengthening of credit protection measures of
the group over the next few years supported by continued growth
in operational results and cash flow and a reduction of annual
debt service via lower-financing-cost debt.  The rating also
reflects the relatively high leverage of the group when compared
to other electricity companies in the Brazilian market, as well
as the regulatory risks inherent in the Brazilian power sector.

Headquartered in Sao Paulo, Brazil, Rede Empresas de Energia
Eletrica SA is a holding company with interests in electricity
generation and distribution.  The group operates concessions to
distribute electricity in the states of Tocantins, Mato Grosso
and Para through the following subsidiaries: Companhia de
Energia Eletrica do Estado do Tocantins aka Celtins, Centrais
Eletricas Matogrossenses S.A. aka Cemat, and Centrais Eletricas
do Para S.A. aka Celpa.  In addition, Rede Empresas operates
small power distribution concessions in a number of
municipalities in the states of Sao Paulo, Minas Gerais and
Parana.  The group's power generation capacity is substantially
represented by its 20.2% interest in Investco S.A. that owns the
concession to operate the 902 MW Luis Eduardo Magalhaes
hydropower plant, and a 39.5% interest in the 120 MW Guapore
hydropower plant.  Rede Empresas reported net revenues of about
BRL3,217 million (US$1,476 million) in 2006.


REDE EMPRESAS: Moody's Affirms B3 Rating with Stable Outlook
------------------------------------------------------------
Moody's Investors Service affirmed the B3 foreign currency
rating and stable outlook of Rede Empresas de Energia Eletrica
S.A.'s senior unsecured perpetual notes, which were upsized to
US$400 million from the previously announced US$200 million.  
Simultaneously, Moody's affirmed all other ratings of Rede
Empresas and its operating subsidiaries.

Ratings affirmed are:

   Rede Empresas de Energia Eletrica S.A.:

     -- Senior unsecured corporate family rating: B2 (global
        local currency); Ba1.br Brazilian national scale

     -- US$400 million senior unsecured foreign currency
        perpetual notes: B3

   Centrais Eletricas Matogrossenses S.A. aka Cemat

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Centrais Eletricas do Para S.A. aka Celpa

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

   Companhia de Energia Eletrica do Estado do Tocantins
      aka Celtins

     -- Senior unsecured issuer rating: B2 (global local
        currency); Ba1.br Brazilian national scale

Outlook: stable

The decision to take no action related to Rede Empresas' bond
upsize assumes that the additional US$200 million will be used
to prepay upcoming debt maturities, thus not resulting in any
increase in leverage while addressing ahead of time the
significant refinancing requirements in 2007 and 2008 of the
group's holding company.

Headquartered in Sao Paulo, Brazil, Rede Empresas de Energia
Eletrica SA is a holding company with interests in electricity
generation and distribution.  The group operates concessions to
distribute electricity in the states of Tocantins, Mato Grosso
and Para through the following subsidiaries: Companhia de
Energia Eletrica do Estado do Tocantins aka Celtins, Centrais
Eletricas Matogrossenses S.A. aka Cemat, and Centrais Eletricas
do Para S.A. aka Celpa.  In addition, Rede Empresas operates
small power distribution concessions in a number of
municipalities in the states of Sao Paulo, Minas Gerais and
Parana.  The group's power generation capacity is substantially
represented by its 20.2% interest in Investco S.A. that owns the
concession to operate the 902 MW Luis Eduardo Magalhaes
hydropower plant, and a 39.5% interest in the 120 MW Guapore
hydropower plant.  Rede Empresas reported net revenues of about
BRL3,217 million (US$1,476 million) in 2006.


RHODIA SA: Moody's May Lift B1 Corp. Family Rating After Review
---------------------------------------------------------------
Moody's Investors Service has placed B1 corporate family rating
of Rhodia S.A. under review for possible upgrade following the
group's improvement in the overall profile and de-leveraging in
the past 12 months.

Rhodia's performance has demonstrated improved resilience in
2006, supported by continuous demand and ability of the Company
to transfer increases in raw material prices and improve its
margins.  In Moody's opinion this reflects the accomplished
reorganization of the portfolio and consolidation of the
position in selected core businesses, where Rhodia enjoys
sustainable long-term leadership and is likely to maintain its
pricing power.  

The company has substantially implemented a broad cost reduction
program that further supported the reported improvement in
margins and operating cash flow.  Moody's further notes Rhodia's
continued efforts to strengthen its balance sheet, refinance
high-cost legacy debt and deleverage.

As of the end of 2006, Rhodia reported EBITDA margin in excess
of 14% in line with its strongly performing European peers.
Following its disposals, the group reduced absolute level of
debt and substantially refinanced its high-cost legacy notes,
while extending maturity profile of its obligations.  At the end
of the year, Rhodia's Total debt/ EBITDA stood at x3.6 and at
x5.4 times on adjusted basis (primarily adjusted for pensions),
on the net adjusted basis the leverage stood at x4.7 at the end
of the year.  Rhodia's FCF remained marginally negative.

Moody's review for possible upgrade will focus on the assessment
of FCF generation capacity of the group going forward, Company's
development prospects for 2007-2008, as well as medium-term
operating and financial outlook for its key sectors and the
company's strategy.

Moody's last upgraded Rhodia on Sept. 4, 2006, reflecting an
improvement in operating performance as well as the stability of
the company's liquidity.

The ratings were affected:

   -- Rhodia S.A. Corporate Family Rating: B1;
   -- Rhodia S.A. Senior Unsecured ratings: B2; and
   -- Rhodia S.A. Senior Subordinated ratings: B3.

Based in Paris, France, Rhodia S.A. is a diversified specialty
chemicals group that generated consolidated Revenues of EUR4.8
billion and reported EBITDA of EUR683 million in 2006.  The
company has operations in Brazil.


TOWER AUTOMOTIVE: Selling Assets to Cerberus Capital
----------------------------------------------------
Tower Automotive Inc. has filed a restructuring term sheet with
the U.S. Bankruptcy Court for the Southern District of New York
to sell substantially all of its assets through a Chapter 11
Plan to funds and accounts to be designated by Cerberus Capital
Management, L.P.

The proposed transaction, among other things, provides for
payment in full of obligations under Tower's Debtor-in-
Possession credit facility and second lien loan facility,
assumption of the company's pensions, and certain recovery for
unsecured creditors.  Tower's Unsecured Creditors Committee
supports the transaction and has signed the term sheet.

"We have accomplished a tremendous amount during the last few
years to revitalize Tower so the company can strongly compete in
today's global automotive marketplace," Kathleen Ligocki,
President and Chief Executive Officer, said.  "During its
reorganization process, Tower diversified its customer
portfolio, sold non-core businesses, consolidated the North
American manufacturing footprint and negotiated settlements with
all 10 U.S.-based labor unions to drive the profitability needed
to attract new investment to the company.

"The recapitalization of the company is the last major milestone
in our restructuring process.  We are excited to have the
support of an investor like Cerberus Capital Management, L.P., a
group dedicated to investing in the automotive sector for the
long term."

The term sheet anticipates Tower will file a Chapter 11 Plan by
April 20, 2007.  It also specifies a marketing process under
which qualified parties may submit competing bids by
June 15, 2007.  If competing bids are received, the company
proposes to conduct an auction on June 21, 2007 to determine the
highest and best bid.  The company would then ask the Bankruptcy
Court to confirm Tower's Plan and approve a transaction on
June 22, 2007, with a closing to occur by July 31, 2007.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and       
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components. The company has operations in Korea, Spain and
Brazil.

Tower Automotive and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.


VARIG SA: Selling VRG's Shares to GOL Airlines for US$275-Mil.
--------------------------------------------------------------
GOL Intelligent Airlines aka GOL Linhas Aereas Inteligentes,
controlling shareholder of GOL Transportes Aereos S.A. and
Brazil's low-cost, low-fare airline, has agreed with VarigLog
and Volo, the controlling shareholders of VRG Linhas Aereas S.A.
and airline that operates the Varig S.A. brand, to acquire the
total share capital of VRG.

The total consideration offered for the shares of VRG is
approximately US$275 million, consisting of US$98 million of
cash, and approximately 6.1 million non-voting shares issued by
GOL, with various sale restrictions for up to 30 months.  With
the assumption of BRL100 million (US$45 million) of debentures,
the total aggregate value of the transaction is approximately
US$320 million.  This closing is conditioned on obtaining all
the customary regulatory approvals from the authorities,
including the Brazilian Antitrust Agency and the National Civil
Aviation Agency; GOL will keep investors informed of approvals.

VRG will be acquired by GTI S.A., a wholly owned subsidiary of
GOL Intelligent Airlines.  The companies will keep separate
financials and will be managed according to best practices in
corporate governance and internal controls.  VRG will operate
with its own VARIG brand, differentiated services, incorporating
the low-cost business model from GOL, and independent
administration, separate from GOL's operating subsidiary GOL
Transportes Aereos S.A, which will continue to invest in its
unique low-cost operating model.

GOL and VRG will be managed as independent companies with
focused business models.  GOL will maintain focus on its low-
cost, low-fare business model, with a single-class of service in
the Brazilian domestic market and South America.  The company
maintains its commitment to popularizing air travel, making low-
fare flights more accessible to a larger portion of the
population.  VARIG will offer differentiated services, with
direct flights and a mileage program, which currently serves
more than 5 million clients.  On long-haul international routes,
VARIG will offer two service classes: coach and business.

In the domestic market, VARIG will operate with a single-class
of service, prioritizing flights between the main economic
centers of Brazil, with principal bases of operation at
Congonhas, Guarulhos, Santos Dumont and Galeao airports.  Both
companies will explore synergies resulting from gains in
efficiency, quality and competitiveness.  The complementary
networks of the two operating subsidiaries will permit wide
feeder and distribution of VARIG's international flights,
offering passengers arriving or departing from Brazil numerous
and flexible connection options.

The combined strength of GOL and VARIG will establish a
Brazilian airline group with a growing passenger base of over 20
million annually, capable of competing on the South American and
world stages against other large international airlines.  GOL
and VARIG together, through higher efficiencies generated to the
market and consumers, will be ready to assume leadership of
domestic and international flights among Brazilian carriers.  
The combination of these two companies will provide the ability
to increase the number of seats offered at low fares and will
stimulate growth in air travel.

The acquisition represents the best opportunity for operations
under the VARIG brand to remain a Brazilian-managed and
controlled airline, fully focused on the strategic objectives of
growth, job creation, and competitiveness, while remaining a
strong Brazilian flag carrier.  GOL believes there are
opportunities to maximize the purchasing power of the two
subsidiaries to further reduce operating costs, increase
efficiencies, continue to innovate the Brazilian market for air
travel, and pass on the benefits of synergies between the
companies to the traveling public.

VARIG will incorporate modern concepts of efficient
administration, asset optimization, intensive use of technology,
efficient and economic fleet, transparency, innovation and
employee motivation, which will make the company competitive,
profitable, financially sound, and capable of sustained growth.

VRG's fleet, currently operating with 17 aircraft, will be
increased to 34 Boeing aircraft composed of a simplified fleet
of 20 737 and 14 767 aircraft.  This fleet will permit VARIG to
serve more than ten international destinations in Europe, North
America, and South America.

"GOL intends to provide VARIG with the necessary ambition,
management expertise, financial strength and cost base to
compete with South American and world competitors," Constantino
de Oliveira Junior, GOL's Chief Executive Officer, said.  "With
this acquisition, Brazil will maintain an important flag in
global aviation, the industry will benefit from an increase in
jobs and demand will be better served.  We are confident that
throughout this acquisition GOL will continue its mission of
popularizing air travel and consolidate its position as one of
the leading low-cost carriers in the world.  We will work so
that our companies become the Brazilian carriers of choice for
both domestic and international passengers."

In summary, GOL will offer a financially secure future for VARIG
through its strategy, which includes:

   * maintenance of the VARIG brand and the operation the two
     airlines separately;

   * improving the service offering under the VARIG brand,
     including the Smiles mileage program, and increasing the
     quantity of direct flights;

   * expanding service to routes not currently operated;

   * reducing VARIG's operating costs through improved
     efficiencies, superior purchasing power and lower overhead;

   * facilitating the expansion of the fleet operating the under
     the VARIG brand, by providing it with modern and efficient
     aircraft, low-cost leasing and financing facilities, and
     using purchasing power to negotiate lower costs;

   * improving the quality of the long-haul fleet operating the
     VARIG brand, and updating and innovating its long-haul
     product.

VRG is a company based on the Isolated Productive Unit of VARIG,
created in the Bankruptcy Recovery Plan of VARIG, Rio Sul and
Nordeste and acquired by VarigLog in the Judicial Auction
realized on July 7, 2006.  Under the Brazilian Company Recovery
Law of 2005, the UPI was created and sold fully free of
liabilities of any nature (civil, labor, tax, pension, etc.),
and upon completion of the conditions established in the Auction
Edital, so to assure payment to creditors and the continued
existence of the Recovering Companies.  With the acquisition,
GOL fully assumes the obligation to assure that VRG completes,
in the strictest terms, all of the terms of the Auction Edital,
including:

   (a) honor the two debentures already issued in the value of
       BRL50 million each, with 10-year maturities,

   (b) the hiring of the services of the Varig Training Center
       with a minimum value of BRL1 million, and

   (c) the rental at market rates of some fixed assets from
       VARIG.

                 About GOL Intelligent Airlines

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.

                         About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In his capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for US$600 million
in July 2006.




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


CIRCLE K: Proofs of Claim Filing Deadline Is April 19
-----------------------------------------------------
Circle K Holdings Limited's creditors are given until
April 19, 2007, to prove their claims to Royhaven Secretaries
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.

Circle K's shareholders decided on Jan. 31, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

          Royhaven Secretaries Limited
          Attention: Sharon Meghoo
          Coutts House, 1446 West Bay Road
          P.O. Box 707, Grand Cayman KY1-1107
          Cayman Islands
          Telephone: 945-4777
          Fax: 945-4799


PARMALAT SPA: Distributing EUR0.025 Per Share Dividend
------------------------------------------------------
Parmalat S.p.A. will pay a dividend equal to EUR0.025 per share,
from June 18, 2007, with value date June 21, 2007.

                       About Parmalat

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

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

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

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

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

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.




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


BELL MICROPRODUCTS: Receives Another Nasdaq Delisting Notice
------------------------------------------------------------
Bell Microproducts Inc. has received a Nasdaq Staff
Determination notice because the company did not file its Annual
Report 10-K for the period ended Dec. 31, 2006.  The Nasdaq
Listing and Hearing Review Council expects a response to why the
company failed to file its annual report.

As reported, Nasdaq initially informed the Company in a notice
dated Nov. 14, 2006, that its securities will be delisted due to
delay in filing of its Quarterly Report for the period ended
Sept. 30, 2006.

Nasdaq Listing Qualifications Panel extended until May 22, 2007,
the company's request for continued listing.

The company said that it will file its Annual Report, as well as
its Quarterly Report, as soon as practicable.

                  About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an     
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Holders of US$109,475,000 aggregate principal amount of the
outstanding 3-3/4% Convertible Subordinated Notes have consented
to a waiver of defaults arising from the failure to file all
reports and other information and documents which it is required
to file with the SEC and the trustee.

Further, these holders have agreed to amend the indenture to
eliminate any provision that would trigger a default for the
failure to file or deliver any reports required to be filed with
the SEC or the trustee, and to add a provision for a special
interest payment to holders of Notes if an eligible tender offer
for the outstanding Notes is not completed prior to
Feb. 1, 2007.


EASTMAN KODAK: Ends Membership in Better Business Bureau
--------------------------------------------------------
Eastman Kodak Co. resigned from the Council of Better Business
Bureaus after a prolonged dispute over its handling of customer
complaints about defective digital cameras, product warranties
or other issues, the Associated Press reports, citing the
consumer advocacy group.

According to AP, the council, the umbrella organization for the
Better Business Bureau system begun in 1912, counted Kodak among
its founding members in 1971.

The source cited the council as saying that Kodak has long
refused to accept or respond to consumer complaints submitted by
the Upstate New York Better Business Bureau, prompting expulsion
proceedings in December by the council's board.

                    Full Year 2006 Results

For the year ended Dec. 31, 2006, the company incurred net loss
of US$601 million on net sales of US$13,274 million compared to
a net loss of US$1,261 million on net sales of US$14,268 million
for the year ended Dec. 31, 2005.

According to the company, the favorable year-over-year change
reflects greatly improved operational performance in the
company's consumer digital, graphic communications, and film and
photo finishing businesses.  It also reflects a year-over-year
decrease in restructuring charges, reduced SG&A expenses and
lower tax valuation allowances versus the prior year, the
company said.

The company's cash and cash equivalents decreased US$196 million
from US$1,665 million at Dec. 31, 2005, to US$1,469 million at
Dec. 31, 2006.  The decrease resulted primarily from US$947
million of net cash used in financing activities, US$225 million
of net cash used in investing activities, partially offset by
US$956 million of net cash provided by operating activities.

               Moody's Continues Ratings Review

In February 2007, Moody's Investors Service said it is
continuing its review on Eastman Kodak's ratings for possible
downgrade including Corporate Family Rating at B1, Senior
Unsecured Rating at B2, and Senior Secured Credit Facilities at
Ba3.

The rating agency commented that its continuing review is
focused on not only the company's reported sale of the Kodak
Health Group, but also on the fundamental operating performance
of the company.

Moody's said the review for possible downgrade continues to
focus on the potential KHG sale consummation, the application of
KHG sale proceeds toward debt reduction as well as other uses,
Kodak's prospects to grow earnings and cash flow, including the
effects of non-recurring licensing arrangements, and the
company's management of restructuring and KHG separation costs.

Regarding Kodak's 2006 results, Moody's believes that the
company's revenue, earnings, and cash flow remain challenged
relative to cross industry peers rated B1.

                    About Eastman Kodak Co.

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging  
products and services.  The company is committed to a digitally
oriented growth strategy focused on four businesses: Digital &
Film Imaging Systems - providing consumers, professionals, and
cinematographers with digital and traditional products and
services; Health -- supplying the medical and dental professions
with traditional and digital imaging and information systems, IT
solutions, and services; Graphic Communications - providing
customers with a range of solutions for prepress, traditional
and digital printing, document scanning, and multi-vendor IT
services; and Display & Components - supplying original
equipment manufacturers with imaging sensors as well as
intellectual property and materials for the organic light-
emitting diode and LCD display industries.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.


GOODYEAR TIRE: S&P Puts BB Rating on US$1.5B Asset-Backed Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned various ratings to
Goodyear Tire & Rubber Co.'s proposed bank financings.  At the
same time, Standard & Poor's assigned a recovery rating to the
existing US$650 million senior secured notes.  

Goodyear Tire & Rubber Co.

   Corp. credit rating                        B+/Positive/B-2

Ratings Assigned

   Goodyear Tire & Rubber Co.

     -- US$1.5B asset-backed rev. credit facility       BB

        Recovery rating                                 1

     -- US$1.2B second-lien term loan                   B+

        Recovery rating                                 2

     -- US$650M senior secured notes recovery rating    5

   Goodyear Dunlop Tires Europe B.V.  

     -- EUR350M revolving credit facility                BB-

        Recovery rating                                  1

   Goodyear Dunlop Tires Germany GmbH

     -- EUR155M revolving credit facility                BB-

        Recovery rating                                  1

Standard & Poor's will withdraw the ratings on the existing bank
facilities that are being refinanced upon closing of the new
facilities.
     
The corporate credit rating on Goodyear is B+/Positive/B-2.  The
ratings on the company reflect its aggressive financial risk
profile, characterized by low earnings in North America, a
leveraged capital structure, and significant, albeit declining,
underfunded employee benefit liabilities.  These factors more
than offset the company's business strengths, including its
position as one of the three largest global tire manufacturers,
its good geographic diversity, its strong distribution, and its
well-recognized brand name.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.




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


BANCO DE BOGOTA: Will Launch 52 Branches This Year
--------------------------------------------------
Banco de Bogota said in a press release that it will launch 52
branches in 2007.

According to Banco de Bogota's press release, the bank wants to
increase its units to 562 nationwide.

Business News Americas relates that about 183 of Banco de
Bogota's current branch network come from liquidated bank
Megabanco, which that bank acquired in 2006.

Banco de Bogota told BNamericas that it will launch 100
automated teller machines and 11 points of sale in 2007.

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.

                        *     *     *

As reported by Troubled Company Reporter on March 13, 2006,
Moody's Investors Service assigned a 'Ba3' long-term foreign
currency deposit rating on Banco de Bogota and changed the
outlook to stable from negative.  Moody's also assigned a 'D+'
bank financial strength rating on the company, while the outlook
remained stable.


ECOPETROL: Exporting Gas to Venezuela Beginning August
------------------------------------------------------
Javier Gutierrez, Ecopetrol S.A.'s chief executive officer, told
El Universal that it would start exporting about 150 million
cubic feet of gas per day to Venezuela starting August.  

Ecopetrol and Petroleos de Venezuela S.A. are constructing a
215-km gas pipeline between the oil fields of Ballenas in
Colombia and Macaraibo in Venezuela, the same report says.

The chief executive underscored that works are on time, and as
scheduled, gas exports would start in August, El Universal
relates.

Under the framework of the two state-oil companies' agreement,
Ecopetrol is to export gas to Petroleos de Venezuela for seven
years.  Then the Venezuelan oil firm would use the pipeline to
export gas to Colombia and likely to Panama and Central America
from Lake Maracaibo reservoirs still in the prospecting stage,
El Universal relates.

The chief executive explained to El Universal that gas exports
to Venezuela are part of Ecopetrol's internationalization plan,
which include prospecting of Tucano oilfield in Brazil under a
partnership with Brazilian state firm Petroleo Brasileiro, and
expansion plans in Ecuador, Peru and Argentina.

                  About Petroleos de Venezuela

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

                        About Ecopetrol

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

On June 27, 2006, Fitch Ratings revised the rating outlook of
the long-term foreign currency issuer default rating of
Ecopetrol SA to Positive from Stable.  This rating action
follows the recent revision in the Rating Outlook to Positive
from Stable of the 'BB' foreign currency IDR of the Republic of
Colombia.  Ecopetrol's IDR remain strongly linked with the
credit profile of the Republic of Colombia.


ECOPETROL: Eyes US42.07 Billion Capex This Year
-----------------------------------------------
Colombian state-run oil firm Ecopetrol said in a presentation
that it expects capital expenditures to increase by 64.5% to
US$2.07 billion in 2007, compared to 2006, Business News
Americas reports.

BNamericas relates that Ecopetrol plans to drill 13 exploratory
wells in 2007, compared to four in 2006, aiming to ensure at
least a 100% reserves replacement rate through 2011.  

According to BNamericas, the replacement rate of company-owned
reserves was 199% in 2006, with reserves of 1.75 billion barrels
of oil equivalent.

The report says that Ecopetrol's direct crude production
increased 19% to 157,000 barrels per day in 2006, compared to
2005, while the country's total crude output grew 0.57% to
529,000 barrels per day.  

Ecopetrol spent US$823 million on production last year,
BNamericas notes.  It aims to produce 500,000 barrels of oil
equivalent per day in 2011.

BNamericas underscores that plant usage was 84.6% in 2006, with
the refinery load increasing 0.54% to 312,000 barrels per day,
compared to 2005.  

Ecopetrol expects plant load to total 307,000 barrels per day in
2007, BNamericas states.

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

On June 27, 2006, Fitch Ratings revised the rating outlook of
the long-term foreign currency issuer default rating of
Ecopetrol SA to Positive from Stable.  This rating action
follows the recent revision in the Rating Outlook to Positive
from Stable of the 'BB' foreign currency IDR of the Republic of
Colombia.  Ecopetrol's IDR remain strongly linked with the
credit profile of the Republic of Colombia.




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


US AIRWAYS: Pilots Protest Management's Negotiating Tactics
-----------------------------------------------------------
As negotiations for a single pilot contract continue to drag on
after a year and a half, the pilots of US Airways Group Inc. and
America West Inc. are demonstrating their frustration with US
Airways management's behavior at the bargaining table and the
airline's deteriorating operations by picketing on
March 27, 2007, at the Pittsburgh International Airport.

The pilot groups, both of whom are represented by the Air Line
Pilots Association, Int'l, have been waiting for US Airways'
management to put forward proposals that reflect US Airways'
successful position in the industry, rather than insisting on
cramming down bankruptcy- driven proposals that were put in
place so that the company could survive after the post-9/11
industry downturn.

Instead, US Airways CEO Doug Parker is repeatedly stating to
both pilots and the media that he will continue to "just say no"
at the negotiating table, contending that the pilots are
overreaching during talks, although management is using over-
inflated dollar amounts to make these claims.

US Airways management is also unfairly demanding that the pilots
shoulder the burden of the costs incurred by the US Airways and
America West merger.  Instead of US Airways assuming the costs
of equalizing pre-merger pay and benefits, as management
proposed in the failed take-over attempt of Delta Air Lines,
they are trying to shift the associated merger costs to the
pilots at the negotiating table, further exaggerating the
differences at the table.

"Whether management is publicly whitewashing their operational
issues or the ongoing pilot negotiations, the US Airways pilots
will not stand idly by and let their investments go
unrecognized," Captain Jack Stephan, US Airways MEC Chairman,
said.  "We're not paying for management's continuing operational
blunders, and we're not paying for the cost of integrating two
airlines.  That's their responsibility, and any attempts to pass
those costs off onto the pilots, who gave up billions to save US
Airways, will end in failure.  Perhaps it's time for management
to begin promoting a realistic business plan instead of
expecting the pilots to subsidize their operations."

"It is time for our former America West management to step up
and recognize the value of our contribution in making this
merger work thus far," Captain John McIlvenna, America West
Chairman, said.  "But, our patience is running very thin. Our
pilots will not stand for the continued attacks on their work
rules and benefits, and they demand a contract that is fair and
equitable and in line with our very profitable airline."

A single contract would be a significant step toward completing
the US Airways-America West merger and combining the two
airlines, making it easier for both US Airways to manage its
operational problems and for the passengers traveling on US
Airways.

Founded in 1931, Air Line Pilots Association, International --
http://alpa.org/-- represents 60,000 pilots at 40 airlines in  
the U.S. and Canada.

                       About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business  
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

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

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

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than 230
communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

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

                        *     *     *

As reported in Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its ratings on US
Airways Group. and its major operating subsidiaries America West
Holdings Corp., America West Airlines Inc., and US Airways Inc.,
including the 'B-' corporate credit ratings.  The ratings were
removed from CreditWatch, where they were placed with developing
implications on Nov. 15, 2006.  S&P said the outlook is
positive.


* COSTA RICA: State Firm Extends Pipeline Completion by 90 Days
---------------------------------------------------------------
Costa Rican state-owned oil firm Recope has extended the
deadline for the completion of the US$89-million phase 3 stretch
of a multi-purpose fuel pipeline project by 90 days, Business
News Americas reports.

According to BNamericas, the deadline for the pipeline's phase 3
works was initially set for May.

Recope said in a statement that it granted the extension due to
unforeseeable aspects, like the obtaining of rights of way on
the part of the public works and transport ministry.

Techint started constructing the 123-kilometer stretch of the
pipeline in November 2005.  The entire pipeline is about 175
kilometers, of which 52 kilometers has already been built, from
Limon port to La Garita in Alajuela province.  The 12-inch
diameter pipeline will have an up to 537 cubic meters per hour
capacity.  The pipeline will ensure supply in Costa Rica for 25
years, BNamericas states.

                        *     *     *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.




=============
E C U A D O R
=============


IMPSAT FIBER: Tender Offer Expiration Date Extended to April 3
--------------------------------------------------------------
IMPSAT Fiber Networks Inc.'s previously announced cash tender
offer, consent solicitation and waiver for its Series A 6%
Senior Guaranteed Convertible Notes due 2011 and its Series B 6%
Senior Guaranteed Convertible Notes due 2011 has been extended.  
The Offer is being made pursuant to an Offer to Purchase and
Consent Solicitation Statement, dated Jan. 29, 2007, and an
accompanying Letter of Transmittal and Consent, as amended by a
supplement dated Feb. 15, 2007, and a second supplement dated
Feb. 26, 2007.

The expiration date of the Offer is now 5:00 p.m., New York City
time, on April 3, 2007.  As of 5:00 p.m., New York City time, on
March 27, 2007, which was the previous expiration date, Impsat
had received valid tenders from holders of US$66,602,304, or
approximately 98% of the outstanding Series A Notes and
US$25,374,000, or approximately 99% of the outstanding Series B
Notes.

The Offer had been previously amended to reflect that if the
Offer is extended beyond March 15, 2007, holders of Notes on
March 15, 2007, will receive the normal interest payment for the
Notes and thereafter the purchase price for each US$1,000
principal amount of Notes shall be US$1,010, plus an amount
equal to US$0.17 per US$1,000 of principal amount of Notes for
each day after March 15, 2007 to, but excluding, the date on
which the Notes are purchased.  Therefore, as a result of this
extension, a holder of US$1,000 of principal amount of Notes
should expect to receive an additional US$3.23, for a total
consideration of US$1,013.23, unless the Offer is further
extended, in which case holders of Notes shall receive an
additional US$0.17 per US$1,000 of principal amount of Notes for
each day the Offer is extended after April 3, 2007 to, but
excluding, the date on which the Notes are purchased.  Payment
made in respect of any Notes validly tendered (and not
previously validly withdrawn) is expected to be promptly
following the Expiration Time.

On Oct. 25, 2006, Impsat entered into an Agreement and Plan of
Merger with Global Crossing Limited and GC Crystal Acquisition,
Inc. pursuant to which Impsat would be acquired by Global
Crossing.  The Offer is being made in connection with the
proposed merger, and the Offer is conditioned upon the
consummation of the proposed merger upon satisfaction or waiver
of the conditions to closing of the merger.  The consent
solicitation with respect to the Series A Notes is conditioned
upon the receipt by Impsat of valid consents from holders of a
majority in principal amount of the Series A Notes outstanding
and unaffiliated with Impsat.  The consent solicitation with
respect to the Series B Notes is conditioned upon the receipt by
Impsat of holders of a majority in principal amount of the
Series B Notes outstanding and unaffiliated with Impsat.  The
waiver with respect to the Series A Notes is conditioned upon
the receipt by Impsat of valid waivers from holders of two-
thirds in principal amount of the Series A Notes outstanding and
unaffiliated with Impsat.  The waiver with respect to the Series
B Notes is conditioned upon the receipt by Impsat of valid
waivers from holders of two- thirds in principal amount of the
Series B Notes outstanding and unaffiliated with Impsat.

The proposed amendments and waivers will not become operative
until the closing of the merger.  There is no separate payment
for the consent solicitation and waiver, and satisfaction of the
consent solicitation and waiver is not a condition for the
closing of the tender offer.  The Offer may be extended or
terminated by Impsat at its option.

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation
of consents or waivers with respect to any securities.  The
Offer is being made solely pursuant to the Offer to Purchase, a
supplement to the Offer to Purchase, dated Feb. 15, 2007, and a
second supplement to the Offer to Purchase dated Feb. 26, 2007.

The company has retained Goldman, Sachs & Co. to serve as Dealer
Manager and Solicitation Agent, Georgeson Inc. to serve as
Information Agent and The Bank of New York to serve as
Depositary Agent for the Offer.  Requests for documents may be
made directly to Georgeson Inc. by telephone at:

          (212) 440-9800 (banks and brokers) or
          (866) 277-5068 (toll free)

or in writing at:

          Georgeson Inc.
          17 State St. 10th Floor,
          New York, NY 10004

Questions regarding the solicitation of consents may be directed
to: Goldman, Sachs & Co. by telephone at:

          (800) 828-3182 (toll free) or
          (212) 357-0775 (collect),

or in writing at:

          Goldman, Sachs & Co.
          Attn: Credit Liability Management Group
          One New York Plaza, 48th Floor
          New York, New York 10004

IMPSAT Fiber Networks Inc. (OTC: IMFN.OB) --
http://www.impsat.com/-- provides private telecommunications  
networks and Internet services in Latin America.  The company
owns and operates 15 metropolitan area networks in some of the
largest cities in Latin America and has 15 facilities to provide
hosting services, providing services to more than 4,500 national
and multinational client.  IMPSAT has operations in Argentina,
Colombia, Brazil, Venezuela, Ecuador, Chile, Peru and the United
States.

                    Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2005, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raise substantial doubt as to its ability to continue as a going
concern.




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


ALCATEL-LUCENT: Wins Deal to Expand Iusacell's Network in Mexico
----------------------------------------------------------------
Alcatel-Lucent and Grupo Iusacell, S.A. de C.V. reported a one-
year contract to expand and enhance Iusacell's existing mobile
network to support third-generation (3G) CDMA2000(R) 1xEV-DO
Revision A (Rev. A) technology.  The new EV-DO Rev. A network
will enable Iusacell to continue the deployment of unique
services such as IusaTV, BAM-Banda Ancha Movil (mobile broadband
services) and other multimedia services such as video telephony
to its growing consumer base.

This announcement was made in conjunction with a contract
signing ceremony that took place at the Cellular
Telecommunications Industry Association (CTIA) Wireless 2007
trade show.

As part of this project, which will begin in June 2007,
Iusacell's existing Alcatel-Lucent-supplied base stations and
core network will be upgraded to support EV-DO Rev. A
technology.  Alcatel-Lucent also will provide its 9400 AWY
Digital Microwave Radio links to transport network traffic and
transmission lines and antennas from Radio Frequency Systems.  
In addition, Alcatel-Lucent will provide integration,
deployment, maintenance and project management services.

"Alcatel-Lucent's technology is critical to Iusacell's success,"
said Eduardo Kuri, director of infrastructure and systems for
Iusacell.  "With this new project we will further strengthen our
network, which is the most powerful, reliable and secure 3G
network in Mexico."

"Our expanded portfolio resulting from the Alcatel-Lucent
merger, global leadership in CDMA and our multi-vendor
integration capabilities were extremely valuable to Iusacell and
allowed us to deliver a winning proposition for this complex and
multi-technology project," said Olivier Picard, president of
Alcatel-Lucent's Europe and South activities.  "This is our
first EV-DO Rev.  A contract in the region as a new company."

Alcatel-Lucent leads the way in building next-generation
communications networks in more than 21 countries in the Central
and Latin American region.  Alcatel-Lucent covers a broad range
of technologies, being the regional leader in CDMA, Optical,
IPTV, IP Call Center and Operation & Maintenance, and helping
service providers, enterprises and governments meet the market
demand for converged voice, data and multimedia services.

EV-DO Rev. A is an enhanced version of CDMA2000 1xEV-DO that
increases the efficiency, data speeds and capacity of existing
CDMA2000 1X and 1xEV-DO networks.  EV-DO Rev. A enables users to
receive data (forward link) at speeds up to 3.1 Megabits per
second (Mbps) and send data (reverse link) at speeds of up to
1.8 Mbps.  These increased forward and reverse link data speeds
reduce data latency and will enable Iusacell to deliver
multimedia services.

CDMA2000 is a registered trademark of the Telecommunications
Industry Association.

                       About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, BMV: CEL) --
http://www.iusacell.com/-- is a wireless cellular and PCS  
service provider in Mexico with a national footprint.  Iusacell
offers more and better voice communication and data services
through state-of-the-art technology, such as its new 3G network,
throughout all of the regions in which it operate. In addition
to our core mobile telephony services, we also provide a wide
range of other telecommunications services, including long
distance, wireless local telephony and data transmission
services.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that enable    
service providers, enterprises and governments worldwide, to
deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work, and on the move.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Australia, Brunei, and Cambodia.

                        *     *     *

As of Feb. 7, Alcatel-Lucent's Long-Term Corporate Credit rating
and Senior Unsecured Debt carry Standard & Poor's BB- rating.
It's Short-Term Corporate Credit rating stands at B.

Moody's, on the other hand, put a Ba2 rating on Alcatel's
Corporate Family and Senior Debt rating.  Lucent carries Moody's
B1 Senior Debt rating and B2 Subordinated debt & trust preferred
rating.

Fitch rates Alcatel's Issuer Default Rating and Senior Unsecured
Debt rating at BB.


GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Goodyear Tire & Rubber Co. to positive from stable, reflecting
the company's report on March 23 that it has agreed to sell its
Engineered Products business for almost US$1.48 billion and
Standard & Poor's expectation that Goodyear will apply a
significant amount of the proceeds to repay debt.  

Goodyear's financial profile will improve from debt reduction,
and a modest upgrade could occur if profitability and cash
generation in the company's North American tire business
strengthens.

In addition, Standard & Poor's affirmed its 'B+' long-term and
'B-2' short-term corporate credit ratings and other ratings on
Goodyear.  In 2007, Goodyear had around US$3 billion of cash,
adjusting year-end cash for the revolving credit borrowings
repaid in early January.

"The prospective benefits of the reduction in debt and debt-like
obligations are significant.  These debt reductions, combined
with improved performance in North American tire operations
could lead to an upgrade," said Standard & Poor's credit analyst
Robert Schulz.

"But, because of the need to recover from the strike impact, the
first part of 2007 will require the use of cash in North
American operations.  Still, Goodyear's credit profile is
expected to demonstrate improvement in 2007," Mr. Schulz
continued.

The outlook could be revised back to stable or to negative if
earnings and cash flow weaken because of soft demand, or if
improvements in North America reverse, notwithstanding recent
progress on financial obligations, including pension
liabilities.




===============
H O N D U R A S
===============


AMERICAN AIRLINES: Names Kevin Cox as VP for Public Affairs
-----------------------------------------------------------
Kevin E. Cox, senior executive vice president and chief
operating officer for Dallas/Fort Worth International Airport,
has accepted the position of Vice President for State &
Community Affairs at American Airlines Inc.  He replaces John
Carpenter, who recently retired from American Airlines.

Mr. Cox will be located at the company's headquarters in Fort
Worth, taking on oversight responsibilities for American's
relationships with state and local governments.  The State &
Community Affairs group -- previously called Corporate Affairs
-- also has offices in Chicago, Miami and New York City.

"Even as our industry begins to show signs of regaining some
financial stability, we continue to face challenges on numerous
fronts," said Gerard Arpey, Chairman and CEO of American
Airlines.  "To help us with those challenges, Kevin brings to
the American Airlines team a wealth of experience and years of
political know-how from working in one of the most competitive
airline markets at one of the world's largest, busiest and best-
regarded airports.  We are pleased to have him on our team."

Mr. Cox joins American after serving 16 years at DFW Airport
where he was instrumental in the success of numerous activities,
including DFW Airport's role in drafting an agreement to amend
and resolve the disputes surrounding the Wright Amendment.  He
also had a key role in the planning, developing and financing of
the Airport's recent US$2.7 billion capital development plan
that includes the new Terminal D and the Skylink train system.

"Kevin is highly respected for his industry knowledge,
negotiation skills, financial acumen, and the ability to get
things done," said Will Ris, Senior Vice President of Government
Affairs for American Airlines.  "We are looking forward to the
many great contributions he can offer to American Airlines and
the airline industry as a whole."

Mr. Cox said: "I am privileged and honored to receive the
opportunity to become part of the American Airlines team -- a
team and company that I have admired for so many years.  
Although many challenges remain in our industry, I am convinced
that American Airlines is well positioned to meet each one and
to continue to lead the industry.  I look forward to
contributing to American's collective success."

Mr. Cox, who holds degrees in Accounting from Oklahoma State
University and Law from Southern Methodist University, begins
his new duties at American Airlines on April 8.

American Airlines, Inc. (NYSE:AMR) -- http://www.AA.com/--  
American Eagle, and the AmericanConnection regional airlines
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more
than 1,000 aircraft.  American Airlines, Inc. and American Eagle
are subsidiaries of AMR Corporation.  It has Latin operations in
Mexico, Dominican Republic, Puerto Rico, Argentina, Bolivia,
Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Venezuela,
Uruguay, Belize, Costa Rica, El Salvador, Guatemala, Honduras,
Nicaragua and Panama.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2007, Standard & Poor's Ratings Services assigned its
'CCC+' rating to American Airlines Inc.'s (B/Stable/--) US$357
million Alliance Airport Authority special facility revenue
refunding bonds, series 2007, due Dec. 1, 2029.  The bonds are
guaranteed by American's parent, AMR Corp. (B/Stable/B-2), and
are secured by payments made by American to the airport
authority.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service affirmed its 'B3' Corporate Family
rating for AMR Corp. and its subsidiary, American Airlines Inc.


LEAR CORP: Solicitation Period for Alternative Proposals Expires
----------------------------------------------------------------
Lear Corporation disclosed that the solicitation period under
its merger agreement with American Real Estate Partners, L.P.,
an affiliate of Carl C. Icahn, has expired, without Lear Corp.
having received an acquisition proposal from another party.  As
permitted by the merger agreement, Lear will continue on-going
discussions with certain parties who had expressed an interest
in exploring a possible acquisition proposal prior to the
expiration of the solicitation period.  No assurance can be
given that such discussions will result in an alternative
acquisition proposal.

In addition, Lear Corp. was notified that the waiting period
under the Hart-Scott-Rodino Antitrust Improvement Act for the
review of the proposed merger with AREP has expired.

Southfield, Mich.-based Lear Corp. (NYSE: LEA) --
http://www.lear.com/-- is a global supplier of automotive  
interior systems and components.  Lear provides complete seat
systems, electronic products, electrical distribution systems,
and other interior products.

Lear also operates in Argentina, Austria, Belgium, Brazil,
Canada, China, Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, India, Italy, Japan, Mexico, Morocco,
Netherlands, Philippines, Poland, Portugal, Romania, Russia,
Singapore, Slovakia, South Africa, South Korea, Spain, Sweden,
Thailand, Tunisia, Turkey, and Venezuela.

                        *     *     *

As reported on Feb. 13, Standard & Poor's Ratings Services
lowered its corporate credit rating on Southfield, Mich.-based
Lear Corp. to 'B' from 'B+ and placed its ratings on CreditWatch
with negative implications following Lear's announcement that it
had agreed to be acquired by Carl Icahn-controlled American Real
Estate Partners, L.P.

As reported on Feb. 8, Moody's Investors Service placed the
long-term ratings of Lear Corporation, corporate family rating
at B2, under review for possible downgrade.  The company's
speculative grade liquidity rating of SGL-2 was affirmed.




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


CABLE & WIRELESS: Retaining Two Cell Sites to Serve Pedro Cays
--------------------------------------------------------------
Cable & Wireless Jamaica Limited told the Jamaica Gleaner that
it will retain two cell sites to serve Pedro Cays, an offshore
community mostly occupied by fishers.

The Gleaner relates that Cable and Wireless temporarily
retreated from plans to fully lock down its time division
multiple access network.

Cable & Wireless also told The Gleaner that it will proceed with
plans to set up 150 new cell sites under plans disclosed in
January 2007 to expand its GSM service and increase its client
base, which is currently about 600,000.

Cable & Wireless admitted to The Gleaner that it was unable to
disclose right away what it would cost to keep the time division
multiple access system operational.  However, it said that the
cell sites would serve up to 300 fishers in Pedro Cays.

According to The Gleaner, Cable & Wireless is switching fully to
a GSM network, and had been running promotions disclosing the
lockdown of the time division multiple access system, which
serves 10,000 subscribers.  Other than the better quality of
service offered by GSM, Cable & Wireless' decision to switch
would have been influenced by global developments.

"C&WJ [Cable & Wireless] has not sold a TDMA [time division
multiple access] handset in at least three years.  And given the
lack of manufacturer support available, if a TDMA handset
malfunctions, none of our dealers is able to service or repair
it," Cable & Wireless Chief Operating Officer Jim Pitchford told
The Gleaner.

The report says that Cable & Wireless has been servicing its
markets through two networks since 2003.  Over the two years, it
has been managing the switch to GSM service offered under its
bmobile brand.  The phone credit it sells to prepaid clients --
bfree and classic for time division multiple access system users
-- are also dedicated to each network.

The Gleaner underscores that Cable & Wireless will sell talk
time at Pedro Cays, possibly through a third party.

Cable & Wireless President Rodney Davis said in a statement, "If
we were to discontinue service to Pedro Cays, the residents
there would have no way of communicating back to the mainland
for business or personal reasons.  And especially in cases of
emergencies, they would be at serious risk."

Mr. Davis told The Gleaner that the time division multiple
access sites would remain operational until it locks into a
solution and the probe is ongoing.

Cable & Wireless said in a statement that it is investing US$5
billion in its expansion program.  Other than the 150 new cell
sites it will construct under that plan, it will also overlay
200 of the existing sites to provide improved coverage, improved
capacity and better in-building reception.

Headquartered in London, Cable & Wireless PLC --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
Its principal operations are in the United Kingdom, continental
Europe, Asia, the Caribbean, Panama and the Middle East.

                        *    *    *

Cable & Wireless Plc carries these ratings:

    * Moody's Investors Service

      -- Long-Term Corporate Family Rating: Ba3
      -- Senior Unsecured Debt: B1
      -- Short-Term: NP
      -- Outlook: Negative

    * Standard & Poor's

      -- Long-Term Foreign Issuer Credit Rating: BB-
      -- Long-Term Local Issuer Credit Rating: BB-
      -- Short-Term Foreign Issuer Credit Rating: B
      -- Short-Term Local Issuer Credit Rating: B
      -- Outlook: Negative


CALDON FINANCE: Provides Liquidation Update on April 16
-------------------------------------------------------
Raphael Gordon -- Caldon Finance Group's liquidator -- has
invited the firm's creditors and shareholders to a meeting at
KPMG's Duke Street offices on April 16 to disclose the progress
of the firm's liquidation and related matters, Radio Jamaica
reports.

Mr. Gordon will also present statements of accounts since the
liquidation process began, Radio Jamaica states.

Caldon Finance collapsed after Dr. Omar Davies, Jamaica's
Minister of Finance and Planning, suspended the operations of
its main unit -- Caldon Finance Merchant Bank -- and installed a
temporary manager.  Efforts to liquidate Caldon Finance are
still being made.  Reports say that the completion of the
process could take a while due to a number of outstanding court
cases involving the firm's assets.  Raphael Gordon, the
company's liquidator, said that until the issues are dealt with,
the liquidation would remain a work in progress especially as it
relates to secured creditors.




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


BALLY TOTAL: Promotes Robbie Raugh as National Director
-------------------------------------------------------
Bally Total Fitness Holding Corp. has promoted Robbie Raugh to
national director for group exercise within the corporate
fitness services team.  In her expanded position, Ms. Raugh will
draw from her 25 years of experience at Bally to develop and
manage all aspects of the company's nationwide fitness services
group exercise program.  Her duties will include training the
company's group exercise instructors as well as developing new
fitness classes to serve the diverse needs and preferences of
Bally members.

"Through Robbie's 25 years of experience, she has played a
pivotal role in keeping Bally at the forefront of the industry
by creating dynamic and effective exercise programs that reflect
our members' needs," said Tia Willows, SVP, Member Services and
Customer Care for Bally.  "Robbie's passion, talent and
expertise are a motivation to our staff and an asset to the
Bally team."

"It's been a tremendous honor to create and instruct fitness
programs that help our members achieve visible results, and I
look forward to implementing them on a national scale," said Ms.
Raugh.  "Bally's combination of exciting group exercise classes,
personal training and in-depth nutritional services are what
help our members look and feel their best."

Prior to her current advancement to national director for group
exercise, Ms. Raugh was the regional group exercise director for
the Northeast and Midwest teams since 1987.  Additionally, over
the past decade, Ms. Raugh has served as national master trainer
for Bally's signature Kwando and Powerflex classes, training
thousands of instructors nationwide and throughout Canada.  In
1983 she served as an aerobic coordinator in the Upstate NY
market and in 1982 was a group exercise instructor.

In the early 1990s, ESPN named Ms. Raugh a "National Leader in
the Fitness Industry" and also recognized her Peak Performance
Aerobics class as the largest regularly held exercise class in
North America, totaling more than 400 people in attendance.
Ms. Raugh produced her own exercise video in 1990, which was
used as a training tool for the Soviet Union National Aerobic
Championships and was distributed nationwide and sold in 32
countries.  Ms. Raugh, a registered nurse, also holds
certifications from the American Counsel on Exercise, Aerobics
and Fitness Association of America, American College of Sports
Medicine and the Ken Coopers Institute of Aerobics Research.  
Ms. Raugh holds a New York State registered nursing license and
degree from Trocaire College in Buffalo, New York.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial  
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

As reported in the Troubled Company Reporter-Latin America on
March 20, 2007, Moody's Investors Service downgraded its
corporate family rating on Bally Total Fitness Holding Corp. to
Caa3 from Caa1.  The rating outlook remains negative.

Moody's also took these actions:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, downgraded to Caa3 (LGD 4, 51%)
      from Caa1 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      downgraded to Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%)

   -- Probability of default rating, downgraded to Caa3
      from Caa1


CELESTICA INC: Paul Nicoletti Replaces Tony Puppi as Interim CFO
----------------------------------------------------------------
Celestica Inc. disclosed that Paul Nicoletti, Celestica's Senior
Vice President, Finance, has been appointed interim chief
financial officer.  Anthony "Tony" Puppi, the company's
Executive Vice President and CFO will retire on April 1, 2007.  
Mr. Puppi's intent to retire was announced in January, in
conjunction with Celestica's fourth-quarter and year-end
financial results.

A search is currently underway to select a permanent replacement
for Mr. Puppi.  Both internal and external candidates are being
considered for the position.

Mr. Nicoletti has been with Celestica since the company's
inception.  Prior to his current position, he was the Vice
President, Global Financial Operations.

Based in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- provides electronic       
manufacturing services to original equipment manufacturers in
the computing, telecommunications, aerospace and defense,
automotive, consumer electronics, and industrial sectors in
Asia, Mexico, Puerto Rico, Brazil, and Europe.  Its solutions
comprise design and engineering, manufacturing and systems
integration, and fulfillment, as well as after-market services.
The company has a facility in Monterrey, Mexico.

The company has a strategic alliance with Bartolini Progetti
S.p.a.  Celestica was incorporated as Celestica International
Holdings, Inc. in 1996 and changed its name to Celestica, Inc.  
The company is based in Toronto, Canada.  Celestica, Inc. is a
subsidiary of the Onex Corp.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Celestica Inc. to 'B+' from
'BB-'.  The ratings on the company's senior subordinated notes
were also lowered to 'B-' from 'B'.  At the same time, Standard
& Poor's removed the ratings from CreditWatch with negative
implications, where they were placed Jan. 31, 2007.  S&P said
the outlook is negative.


DELTA AIR: To Trade Under "DAL" on New York Stock Exchange
----------------------------------------------------------
Delta Air Lines has filed an application to list its new common
stock on the New York Stock Exchange after the company's
emergence from bankruptcy.  Subject to the approval of its
listing application and the effectiveness of its Plan of
Reorganization, Delta anticipates that shares of the newly
issued common stock will begin trading on the NYSE in early May
under the ticker symbol "DAL".

"The planned listing of Delta's new stock on the New York Stock
Exchange is another significant milestone on our path toward
emergence from bankruptcy as a strong, healthy competitor and an
industry leader," said Edward H. Bastian, Delta's executive vice
president and chief financial officer. "This action marks a
return to our roots even as we look to new opportunities.  By
using the company's historic ticker symbol 'DAL' on the exchange
where Delta originally listed its stock 50 years ago, we are
paying tribute to our proud history -- and our tradition of
outstanding service and always putting people first -- as we
begin a new chapter focused on positioning Delta as a global
leader in a rapidly changing airline industry."

Bastian continued, "To complement our strategy of becoming the
airline of choice in New York, we can think of no better partner
than the institution that epitomizes New York -- the New York
Stock Exchange.  We are pleased to again be a part of the New
York Stock Exchange as we move forward in building the new
Delta."

"Delta Air Lines is one of the great institutions in American
corporate history, with a longstanding reputation for customer
service and a strong commitment to using the latest
technological innovations to enhance their brand and the quality
of their product offering," said John A. Thain, Chief Executive
Officer, NYSE Group, Inc.  "We are delighted that Delta has
chosen to list its new stock on the NYSE.  We welcome the
opportunity to serve the company and its shareholders, and wish
the people of Delta all the best as they continue their work to
restore the company to its traditional position as a leader in
the airline industry."

               Important Financial Disclosure

Delta's Plan of Reorganization provides for certain creditors to
receive distributions of newly issued common stock upon the
company's emergence from bankruptcy. Holders of Delta's existing
common stock will not receive any distributions under Delta's
proposed Plan of Reorganization. The old equity, which was
delisted from the NYSE on Oct. 13, 2005, is currently trading
over the counter under the symbol DALRQ.  The old equity will be
cancelled upon the effectiveness of the proposed Plan of
Reorganization, which the company believes will be shortly after
the Bankruptcy Court's confirmation hearing scheduled on
April 25, 2007.  Accordingly, we urge that caution be exercised
with respect to existing and future investments in the old
equity and any of Delta's existing liabilities and other
securities.

                       About Delta Air

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- 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 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  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.  As of June 30, 2005, the
Company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.

                         Plan Update

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 adequacy
of the Debtors' disclosure statement.  The hearing to consider
confirmation of the Debtors' plan is scheduled on
April 25, 2007.


GREENBRIER COS: Meridian Purchase Cues Moody's to Lower Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of The
Greenbrier Cos., Inc. -- corporate family to B1, senior
unsecured to B2 (LGD5, 72%) and the speculative grade liquidity
rating to SGL-3.  The outlook is now stable.  These rating
actions conclude the review for downgrade prompted by
Greenbrier's acquisition of Meridian Rail Holdings Corp in late
2006.

"The ratings were downgraded because of a significant weakening
of key credit metrics, as the increased debt for two
acquisitions combined with an unexpectedly sharp decline in the
manufacturing operating margin (to 4.2% from 13.3%)," said Bob
Jankowitz at Moody's Investors Service.

Manufacturing margins are likely to remain weaker than historic
levels as the poor results stem from a range of operating issues
including mix, production inefficiencies and lower deliveries
not likely to be overcome in the near term.  Consequently, while
Moody's anticipates some improvement over time as Greenbrier
recognizes earnings from the newly acquired operations and
better manufacturing profits, measures of retained cash flow to
debt, debt to EBITDA, and EBIT to Interest are likely to be
consistent with other issuers at the new B1 corporate family
rating level.  In addition, Moody's had expected the proceeds of
debt issued during 2006 to fund growth in Greenbrier's leasing
portfolio along with some moderate sized acquisitions.  While
the two acquisitions were strategic extensions of Greenbrier's
core rail car repair business and were purchased at reasonable
multiples, the leasing portfolio is still expected to grow
somewhat over the coming year adding the potential for higher
debt levels.

Greenbrier benefits as the nation's leading producer of railroad
flatcars, which are deployed by the railroads in their high-
growth intermodal business.  There is considerable cash flow and
profit potential yet to be realized in Greenbrier's nearly US$1
billion railcar backlog.  Demand appears to be slowing, however,
and the company may miss recognizing peak manufacturing profits
during this cycle unless the operations are improved.  
Greenbrier's expanded railcar service business should add
stability to the cash flows, although near-term integration
issues could distract the company from profitably developing the
lease portfolio, which is a much larger contributor of cash
flow.  Over time, as the rail cycle continues to moderate,
Greenbrier's investment in leases should also decrease and the
company should generate free cash flow which could be applied to
reduce its debt.  Scheduled debt maturities over the near term
are modest, although a substantial portion of the bank revolver
has been used fund acquisitions.

The stable outlook anticipates recovery from recent
manufacturing setbacks at its Canadian facilities and steadily
improving operating profits as the company works through the
manufacturing backlog that should last well into 2008.  The
rating or the outlook could be raised if Greenbrier is able to
sustain a consolidated operating margin above 9% over the cycle,
with lowered customer concentration.  The ability to sustain
EBIT to Interest of approximately 2.5x and debt to EBITDA less
than 4x would also be important factors.  The rating could be
pressured down if Greenbrier loses a key customer or supplier
and is unable to quickly replace that revenue or supply, or if
the company undertakes a material acquisition, particularly if
the investment is outside of the company's integrated business
model.  If EBIT to Interest falls below 1.5x, or if the company
is unable to generate meaningful free cash flow to reduce debt
as the railcar cycle turns, the rating could also be pressured
down.

Downgrades:

   Issuer: Greenbrier Companies, Inc. (The)

     -- Probability of Default Rating, Downgraded to B1
        from Ba3

     -- Speculative Grade Liquidity Rating, Downgraded to SGL-3
        from SGL-2

     -- Corporate Family Rating, Downgraded to B1 from Ba3

     -- Senior Unsecured Convertible/Exchangeable Bond/
        Debenture, Downgraded to B2 72 - LGD5
        from B1 64 - LGD4

     -- Senior Unsecured Regular Bond/Debenture, Downgraded to
        a range of B2 72 - LGD5 from B1 64 - LGD4

Outlook Actions:

   Issuer: Greenbrier Companies, Inc. (The)

     Outlook, Changed To Stable From Rating Under Review

Headquartered in Lake Oswego, Ore., The Greenbrier Cos. --
http://www.gbrx.com/-- supplies transportation equipment and
services to the railroad industry.  The company builds new
railroad freight cars in its manufacturing facilities in the US,
Canada, and Mexico and marine barges at its U.S. facility.  It
also repairs and refurbishes freight cars and provides wheels
and railcar parts at 30 locations (post Meridian acquisition)
across North America.  Greenbrier builds new railroad freight
cars and refurbishes freight cars for the European market
through both its operations in Poland and various subcontractor
facilities throughout Europe.  Greenbrier owns approximately
9,000 railcars, and performs management services for
approximately 136,000 railcars.


NORTEL NETWORKS: Completes US$1.15-Bil. Senior Notes Offering
-------------------------------------------------------------
Nortel Networks Corporation disclosed the closing of the
previously announced offering of US$1.15 billion aggregate
principal amount of senior unsecured convertible notes to
qualified institutional buyers pursuant to Rule 144A under the
U.S. Securities Act of 1933, as amended, and in Canada to
qualified institutional buyers that are also accredited
investors pursuant to applicable Canadian private placement
exemptions.

As previously announced, the Notes issued by the Company consist
of US$575 million principal amount of Senior Convertible Notes
due 2012 and US$575 million of Senior Convertible Notes due
2014, which principal amounts include Notes issued pursuant to
the exercise in full of the over-allotment options granted to
the initial purchasers.  The 2012 Notes pay interest semi-
annually at a rate per annum of 1.75% and the 2014 Notes pay
interest semi-annually at a rate per annum of 2.125%.  The Notes
are fully and unconditionally guaranteed by the company's
principal direct operating subsidiary, Nortel Networks Limited,
and initially guaranteed by the Company's indirect subsidiary,
Nortel Networks Inc.  The Notes are senior unsecured obligations
and will rank pari passu with all other senior obligations of
the Company.

The 2012 Notes and 2014 Notes are each convertible into common
shares of the Company at any time based on an initial conversion
rate of 31.25 common shares per US$1,000 principal amount of
Notes (which is equal to an initial conversion price of US$32.00
per common share), in each case subject to adjustment in certain
events.

The company expects that the net proceeds from the sale of the
Notes will be approximately US$1.125 billion and plans to use
these net proceeds to redeem on or about Sept. 1, 2007, at par a
corresponding amount of its US$1.8 billion outstanding principal
amount of 4.25% Convertible Notes due 2008.  Pending this
redemption, the company plans to invest the net proceeds in
money market instruments.

The Notes and related guarantees and any common shares issuable
upon conversion of the Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold unless so registered except
pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable securities laws in other jurisdictions.  This press
release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes and related guarantees
or common shares issuable upon conversion of the Notes nor shall
there be any sale of the Notes and related guarantees or common
shares issuable upon conversion of the Notes in any jurisdiction
in which such offer, solicitation or sale is unlawful.

Headquartered in Ontario, Canada, Nortel Networks Limited
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over Internet
provider, multimedia services and applications, and wireless
broadband.  Nortel Networks does business in more than 150
countries, including Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 7, 2007, Dominion Bond Rating Service notes that Nortel
Networks Corporation accounting restatements will not have an
immediate impact on its B (low) long-term ratings.

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family
Rating for Nortel Networks Corp. to B2.


SONIC CORP: Earns US$6.2 Million in Second Quarter Ended Feb. 28
----------------------------------------------------------------
Sonic Corp. announced financial results for the second quarter
and first half of fiscal 2007, which ended Feb. 28, 2007.  
Highlights of the company's second quarter performance included:

    -- System-wide same-store sales growth of 2.0%;

    -- The fourteenth consecutive quarter of growth in average
       drive-in level profits;

    -- An 8% increase in total revenues to US$161.5 million from
       US$148.9 million in the prior-year period;

    -- Net income per diluted share of US$0.09, as expected,
       including special items outlined below totaling US$0.07
       per diluted share, versus US$0.14 per diluted share in
       the year-earlier quarter;

    -- A 14% increase in net income per diluted share, excluding
       special items, to US$0.16 from US$0.14 per diluted share
       in fiscal 2006; and

    -- The opening of 29 new drive-ins.

Net income per diluted share for the second quarter was US$0.09
versus US$0.14 in the year-earlier period, while net income
totaled US$6.2 million versus US$12.9 million last year.  Net
income per diluted share for the first half of fiscal 2007 was
US$0.29 versus US$0.33 in the prior-year period, while net
income totaled US$21.5 million versus US$29.3 million in the
first half of 2006.  As previously announced, the company's
second quarter earnings were reduced by special items totaling
US$0.07 per diluted share, while the net effect of special items
in the first half of 2007 totaled US$0.08 per diluted share.

Excluding aforementioned special items, net income per diluted
share was US$0.16 for the second quarter and US$0.37 per diluted
share for the first half of 2007, representing year-over-year
increases of 14% and 12%, respectively, versus the second
quarter and first half of fiscal 2006.  All per share amounts
are adjusted to reflect Sonic's April 2006 three-for-two stock
split.

"Second quarter results reflected continued strength in our
business and operating results, especially considering the harsh
weather conditions we encountered across many of our markets,"
said Clifford Hudson, Chairman, Chief Executive Officer and
President.  "Despite the weather's impact in January, which
restrained overall same-store sales growth for the quarter and
temporarily delayed some drive-in openings, it was good to see
same-store sales above the upper end of our 2% to 4% long-term
target range in December and February.  We are encouraged by the
continuation of this positive trend in March."

"The momentum we maintained through the winter months reflected
the ongoing success of our sales-driving strategies," Mr. Hudson
continued.  "These include a steady stream of new product news
that helps us stay relevant and compelling to consumers, and
increased media support for our brand, with continued emphasis
on national cable advertising, which helps us expand our
business in non-traditional day parts, particularly the morning
and evening day parts.  We also have continued to implement our
retrofit program and have virtually completed the rollout of our
PAYS program (credit card terminal at each drive-in stall).  As
we begin the third quarter and look ahead to the seasonally
stronger summer months, we think these drivers position Sonic to
deliver solid sales growth coupled with stronger bottom-line
growth now that we have absorbed the costs and impact of our
recent tender offer and refinancing."

Sonic's system-wide same-store sales increased 2.0% during the
second quarter versus 5.5% in the year-earlier period,
reflecting a 2.3% increase at franchise drive-ins and a 0.7%
increase at partner drive-ins.  For the first half of fiscal
2007, system-wide same-store sales increased 2.7% compared with
5.0% for the first half of fiscal 2006, reflecting a 3.2%
increase at franchise drive-ins and a 0.6% increase at partner
drive-ins.

Sonic's revenues for the second fiscal quarter rose 8% to
US$161.5 million from US$148.9 million in the year-earlier
period, with the year-over-year increase reflecting higher same-
store sales, new unit growth, higher franchising income related
to new drive-in development, and the benefit of the recent
acquisition of eight franchise drive-ins effective Jan. 1, 2007.  
Revenues for the first half of 2007 increased 9% to US$336.2
million from US$308.7 million in the same period last year.

During the second quarter, Sonic opened 29 new drive-ins,
including 22 franchise drive-ins, compared with a total of 33 in
the year-earlier period, which included 26 by franchisees.  
Through the first half of the year, the total number of drive-in
openings was 66, equal to the number opened during the year-
earlier period.  Sonic anticipates opening a total of 180-190
new drive-ins in fiscal 2007, including approximately 150-160 by
franchisees.

In the second quarter, the company continued to implement its
new retrofit program, which Sonic began testing in 2003.  
Testing and the final determination of prototype elements were
completed late last summer.  Through the first half of fiscal
2007, Sonic retrofitted 54 partner drive-ins, including 41 in
the second quarter.  The company also extended the rollout of
this program to its franchisees, who completed the retrofit of
five drive-ins during the second quarter.  The reception of
Sonic's new look by customers and franchisees has been very
encouraging, providing momentum for this multi-year retrofit
program.  The company plans to retrofit a total of 150 partner
drive- ins this fiscal year, along with 250 to 300 franchise
drive-ins.

The company noted that it recently has offered franchisees the
option of converting to a newer form of license agreement that
will extend the franchisees' license agreement term for 20 years
from the date of conversion.  The new agreement will go into
effect April 1, 2007.  Based upon the initial indications of
intent to convert, the company expects incremental franchise
royalty income of more than US$1.0 million in the second half of
fiscal 2007 and an additional US$1.5 million to US$2.0 million
in fiscal 2008.

Concluding, Mr. Hudson added, "With the proven success of our
multi-layered strategies, including planned system-wide
marketing expenditures for the year that we recently raised
another US$10 million to a projected total of more than US$170
million, and the positive impact we are seeing from our new
retrofit program, we begin the second half of the year with a
solid outlook.  Importantly, these strategies not only energize
our business and our brand, they continue to provide concrete
benefits for our franchisees by pushing drive-in level sales and
profits higher, thereby creating greater incentives for future
chain expansion."

In the third fiscal quarter ending May 31, 2007, Sonic estimates
that diluted earnings per share will total approximately US$0.30
to US$0.31 versus diluted earnings per share of US$0.27 in the
third quarter last year.  The company bases this outlook on the
following assumptions:

   -- Total revenue growth of between 10% and 12% for the
      quarter.  Factors expected to contribute to this revenue
      growth include:

        * Same-store sales growth in the range of 2% to 4%,
          consistent with the company's long-term target, driven
          by ongoing new product news, continued penetration of
          non-traditional day parts, including mornings,
          afternoons and evenings, increased media expenditures,
          and the continued benefit of the rollout of the
          company's PAYS program.

        * The opening of between 50 and 55 new drive-ins
          (including 40 to 45 franchise drive-ins).

        * The contribution of eight franchise drive-ins acquired
          effective Jan. 1, 2007.

        * Growth in the company's franchising income of
          approximately US$2.5 million to US$3.0 million, which
          includes both franchise fees and franchise royalties
          and reflects the impact of additional drive-ins and
          higher volumes based on the company's unique ascending
          royalty rate, as well as the impact of the license
          conversion mentioned earlier.

   -- Restaurant-level costs that are expected to be slightly
      favorable, as a percentage of sales, on a year-over-year
      basis, as the benefit from price increases and the
      leverage of higher sales volumes is anticipated to be
      offset by increases in labor costs, primarily driven by
      higher minimum wage rates in several states in which the
      company operates partner drive-ins.

   -- Growth in selling, general and administrative expenses in
      the 10% to 12% range.

   -- An increase in depreciation and amortization expense in
      the range of 10% from the prior year due to asset
      additions.

   -- A tax rate expected to be in the range of 35% to 36% for
      the quarter.

   -- An ongoing outlook for capital expenditures of
      approximately US$80 million for the year, excluding
      acquisitions, for the cost of partner drive-in development
      as well as higher expenditures for the retrofit of
      approximately 150 partner drive-ins (at an average
      projected cost of US$125,000 to US$135,000 each) during
      the year.

   -- Continued positive cash flow, which is expected to be used
      in the third and future quarters to fund capital
      expenditures and, on an opportunistic basis, to repurchase
      company stock or purchase franchise drive-ins.

   -- The benefit of common stock repurchases totaling
      approximately US$482 million since the beginning of the
      fiscal year, representing approximately 25% of the
      company's stock outstanding as of the beginning of the
      fiscal year; as of March 27, 2007, Sonic had
      authorization for stock repurchases of approximately
      US$64 million for the remainder of fiscal 2007.

   -- Net interest expense in the range of US$11 million to
      US$12 million, up from US$2.2 million in the year-earlier
      quarter, which reflects approximately US$525 million in
      additional debt; as a result of the company's share
      repurchases this year, weighted average outstanding
      common shares for the third quarter of fiscal 2007 are
      expected to decline to approximately 68 million to 69
      million from 89 million in the third quarter of fiscal
      2006; this decline will be largely offset by higher
      interest expense, resulting in slight accretion to
      reported earnings per share of approximately one-half of
      US$0.01 per share for the quarter; the company expects the
      impact of the share repurchases and issuance of additional
      debt to be accretive by slightly more than US$0.01 per
      diluted share during the fourth quarter of the fiscal
      year.

                      About Sonic Corp.

Sonic Corp. (Nasdaq: SONC) -- http://www.sonicdrivein.com/--  
Is America's Drive-In.  It originally started as a hamburger and
root beer stand in 1953 in Shawnee, Okla., called Top Hat Drive-
In, and then changed its name to Sonic in 1959.  The first
drive-in to adopt the Sonic name is still serving customers in
Stillwater, Okla.  Sonic has more than 3,200 drive-ins coast to
coast and in Mexico, where more than a million customers eat
every day.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 19, 2007, Standard & Poor's Rating Services withdrew its
'BB-' corporate credit rating on Sonic Corp. as all of the
company's debt is securitized.


VITRO SAB: Shareholders Approve 2006 Financial Results
------------------------------------------------------
Vitro S.A.B. de C.V.'s shareholders, at its Annual General
Shareholders Meeting, has approved the 2006 financial results,
the Audit, Corporate Practices and Finance and Planning
Committees, as well as the 2006 Board of Directors and CEO's
reports.

Additionally, the shareholders:

   -- declared a cash dividend of MXN0.37 per common share,
      payable on April 18, 2007;

   -- elected Directors for the coming year;

   -- certified the independent ones; and

   -- elected the Chairmen of the Audit and Corporate Practices
      Committees, in accordance with the new Mexican Securities
      Law.

The shareholders recognized that the company's commitment and
discipline in implementing its business strategy during the past
several years resulted in Vitro's deep transformation in 2006.  
Key achievements include an important debt reduction and
increases in sales, margins, and cash flow, despite high natural
gas and energy prices that continue to impact the company
financial results.

Federico Sada, CEO of Vitro said, "We have faced difficult and
challenging times, and we are proud to see that the strategies,
decisions and actions we have taken enabled the Company to
achieve financial stability and growth.  We are deeply satisfied
because we have been able to turn Vitro around and once again
create value for our shareholders, as we publicly announced was
our challenge for 2006."

Based on its current financial profile, the company is now able
to focus its energy and efforts on fulfilling its customers'
needs and taking advantage of business opportunities, in order
to generate organic and profitable growth and deliver positive
results for Vitro's shareholders.

During 2007, the company expects to invest approximately US$195
million in maintenance of its glass containers and float glass
production lines, expand its glass containers manufacturing
capacity, transfer Vimex facilities to Toluca, optimizing its
manufacturing processes and technology to maintain its
competitive edge.

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
leading global glass producer, serving the construction and
automotive glass markets and glass containers needs of the food,
beverage, wine, liquor, cosmetics and pharmaceutical industries.  

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 18, 2007, Moody's Investors Service assigned a global
foreign currency rating of B2 to Vitro, SAB de CV's proposed
US$750 million senior unsecured guaranteed notes due 2012 and
2017, which are being offered in the context of a major
financial restructuring initiative the company announced on
Jan. 11, 2007.

This rating was assigned:

   Vitro, SAB de CV:

   -- Proposed US$750 million senior unsecured guaranteed notes
      due 2012 and 2017, at 2.

These ratings were affirmed:

Vitro, SAB de CV:

  -- Corporate Family at B2;

  -- US$225 million 11.75% senior unsecured notes due 2013, at
     Caa1, with the possibility of upgrade to B2 upon
     execution of the proposed guarantee structure consistent
     with the proposed notes;

  -- US$152M 11.375% senior unsecured notes due 2007, at Caa1,
     and withdrawn upon successful conclusion of the Tender
     Offer.

The ratings outlook changed to stable from negative.

Vitro Envases Norteamerica, SA de CV:

   -- Corporate family, at B2, and withdrawn upon conclusion
      joy of the proposed transactions; and

   -- US$250 million 10.75% senior secured notes due 2011,
      at B2, and withdrawn upon successful conclusion of
      the Tender Offer.

The rating outlook remains stable until such time that the
ratings are withdrawn.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2007, Standard & Poor' Ratings Services raised its long-
term senior  unsecured credit rating on Mexico-based glass
manufacturer Vitro S.A.B. de C.V.'s (Vitro; B/Stable/--) notes
due 2013 to 'B' from 'CCC+'.




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


BANCO CONTINENTAL: Regulator Okays Merger with Banco General
------------------------------------------------------------
Banco Continental said in a filing with the Panamanian stock
exchange Bolsa de Valores de Panama that the banking regulator
SBP approved the bank's merger with Banco General.

As reported in the Troubled Company Reporter-Latin America on
Jan. 8, 2007, Banco General would absorb Banco Continental.  The
merger would follow the union of Banco Continental parent Grupo
Financiero and Empresa General de Inversiones, the parent firm
of Banco General, into a new holding firm called BG Financial
Group.  BG Financial Group would be the parent of merged bank
Banco General, which would report:

          -- US$7.00 billion in assets,
          -- loan book of US$4.50 billion, and
          -- equity of US$800 million.

Business News Americas relates that the new bank formed through
the merger will be called Banco General.  BG Financial Group
will be the parent of Banco General and its units as well as
Banco Continental and its subsidiaries.

Empresa General de Inversiones -- Banco General's parent -- and
Grupo Financiero Continental Empresa, Banco Continental parent,
hold 61% and 39% respectively of BG Financial Group, BNamericas
states.

                     About Banco General

Banco General is Panama's second largest private commercial bank
in terms of assets and deposits, with a domestic deposit market
share of 16.4% at June 2006.  Originally established as a
savings and loans institution in 1955 and historically focused
on mortgage lending, a few acquisitions and organic growth have
aided to diversify into commercial and consumer lending.  Banco
General is owned by Empresa General de Inversiones, a Panamanian
publicly traded company (end-2005 equity: US$515 million) with
additional interests in fuel distribution and plastic container
manufacturing.

                     About Banco Continental

Headquartered in Lima, Peru, BBVA Banco Continental --
http://www.bbvabancocontinental.com-- is the second largest  
commercial bank in Peru.  As of September 2006, had total loans
of US$3.6 billion and total deposits of US$4.1 billion.  It has
built an extensive network throughout the country with 215
branches, 342 ATMs and 2,868 employees.

                        *     *     *

As reported on March 12, 2007, Moody's Investors Service placed
on review for possible upgrade the B1 long-term foreign currency
deposit rating of BBVA Banco Continental, following the same action
on the sovereign ratings.

As reported in the Troubled Company Reporter-Latin America on
Jan. 15, 2007, Fitch Ratings placed Banco Continental de
Panama's Issuer Default Rating on Rating Watch Positive
following the announcement of a merger with Banco General.  
Banco Continental's current ratings are:

   -- Long-term Issuer Default Ratings of 'BBB-'; and
   -- Short-term ratings of 'F3'.

Fitch assigned Individual and Support ratings to Banco
Continental:

   -- Individual rating of 'C'; and
   -- Support rating of '5'.

The rating for the US$150 million senior unsecured notes issued
by Banco Continental and maturing in December 2010 of 'BBB-' was
also placed on Rating Watch Positive.

The Outlook on the national-scale rating of Banco Continental
was revised to Positive from Stable:

Banco Continental:

   -- National scale long-term rating 'AA+.


BANCO GENERAL: Regulator Okays Merger with Banco Continental
------------------------------------------------------------
Banco Continental said in a filing with the Panamanian stock
exchange Bolsa de Valores de Panama that the banking regulator
SBP approved the bank's merger with Banco General.

As reported in the Troubled Company Reporter-Latin America on
Jan. 8, 2007, Banco General would absorb Banco Continental.  The
merger would follow the union of Banco Continental parent Grupo
Financiero and Empresa General de Inversiones, the parent firm
of Banco General, into a new holding firm called BG Financial
Group.  BG Financial Group would be the parent of merged bank
Banco General, which would report:

          -- US$7.00 billion in assets,
          -- loan book of US$4.50 billion, and
          -- equity of US$800 million.

Business News Americas relates that the new bank formed through
the merger will be called Banco General.  BG Financial Group
will be the parent of Banco General and its units as well as
Banco Continental and its subsidiaries.

Empresa General de Inversiones -- Banco General's parent -- and
Grupo Financiero Continental Empresa, Banco Continental parent,
hold 61% and 39% respectively of BG Financial Group, BNamericas
states.

                   About Banco Continental

Headquartered in Lima, Peru, BBVA Banco Continental --
http://www.bbvabancocontinental.com-- is the second largest   
commercial bank in Peru.  As of September 2006, had total loans
of US$3.6 billion and total deposits of US$4.1 billion.  It has
built an extensive network throughout the country with 215
branches, 342 ATMs and 2,868 employees.

                     About Banco General

Banco General is Panama's second largest private commercial bank
in terms of assets and deposits, with a domestic deposit market
share of 16.4% at June 2006.  Originally established as a
savings and loans institution in 1955 and historically focused
on mortgage lending, a few acquisitions and organic growth have
aided to diversify into commercial and consumer lending.  Banco
General is owned by Empresa General de Inversiones, a
Panamanian publicly traded company (end-2005 equity: US$515
million) with additional interests in fuel distribution and
plastic container manufacturing.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 31, 2006, Fitch Ratings has affirmed the ratings assigned
to Panama's Banco General and its subsidiaries as:

   -- Foreign currency long-term Issuer Default rating at 'BBB';
   -- Foreign currency short-term rating at 'F3';
   -- Individual rating at 'C'; and
   -- Support rating at '5'.

Fitch said the rating outlook is stable.




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


COMAGRO SE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Comagro Se
        P.O. Box 25009
        San Juan, PR 00928

Bankruptcy Case No.: 07-01591

Chapter 11 Petition Date: March 27, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles Alfred Cuprill, P.S.C.
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: US$0

Total Debts:  US$5,726,959

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Banco Popular                     Credit Line       US$2,520,150
P.O. Box 25009
San Juan, PR 00928

BBVA                              Credit Line         US$685,000
P.O. Box 36475
San Juan, PR 00936-4745

A&A Engineering Corp.             Electrical          US$316,604
Suite 216, Edif. La Electronic    Services
Calle Bori #1608
San Juan, PR 00927

AR Camps-Demolition & Others                          US$163,498

SM Electrical Contractors, SE                         US$156,653

Corporacion Fondo del Seguro                          US$145,148
del Estado

Glasstra Aluminum, Inc.                               US$120,469

BBVA                              Credit Line         US$111,000

Municipio de Guaynabo                                 US$103,191

Gamaire Refrigeracion                                 US$100,000

American Agencias Co., Inc.                            US$83,441

Internal Revenue Service                               US$79,517

Avanti Kitchens Inc.                                   US$69,821

Deya Elevators Service, Inc.                           US$67,045

Central Industrial Services, Inc.                      US$65,847

CDC Global Group                                       US$51,985

A.E.E.                            Electrical Services  US$51,121

Romandeka                                              US$50,782

Santiago Metal Manufacturing Corp.                     US$48,979

Roque Perez Frangia, PE                                US$42,411


GLOBAL HOME: Court Approves DIP Financing Agreement Amendments
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
amendments to a debtor-in-possession financing agreement between
Global Home Products LLC, its debtor-affiliates and Wachovia
Bank, N.A., as agent for the lenders, dated May 4, 2006.

The Debtors related to the Court that under a Third Ratification
Amendment, the Termination Date of Financing Agreement will be
extended to April 2, 2007.

The Debtors also submit that the calculation of a Loan Extension
and Amendment Fee of US$250,000 is reasonable under the
circumstances where the lenders' over advance is increased from
the contemplated US$5,000,000 amount under the First
Ratification Amendment to potentially US$10,000,000 under the
Third Ratification Amendment.

The Debtors tells the Court that they have an immediate need to
continue their use of postpetition financing in order to permit
the orderly continuation of their operations, to minimize the
disruption of their operations, and to manage, preserve and
permit the sale of assets of the their estates maximizing the
recovery of all estate creditors.

A full-text copy of the Ratification and Amendment Agreement and
the Loan and Security Agreement is available for free at:

             http://ResearchArchives.com/t/s?1c4d

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq.,
at Pepper Hamilton LLP represent the Official Committee of
Unsecured Creditors.  Huron Consulting Group LLC gives financial
advice to the Committee.  When the company filed for protection
from their creditors, they estimated assets between US$50
million and US$100 million and estimated debts of more than
US$100 million.


GLOBAL HOME: Can Use Madeleine's Cash Collateral Until April 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Home Products LLC and its debtor-affiliates authority
to continue using the cash collateral securing repayment of
their obligations to Madeleine LLC until April 2, 2007.

The Debtors' authority to use the cash collateral expired
on Feb. 28, 2007.

The Debtors will use the funds to meet payroll and other
operating expenses and to maintain vendor support.

Madeleine is a creditor holding approximately US$200,000,000 in
secured claims.  As adequate protection, the Debtors grant
Madeleine a valid, perfected and enforceable lien upon all of
their assets and superpriority administrative claim over any and
all administrative expenses.

A full-text copy of the Budget is available for free at:

            http://ResearchArchives.com/t/s?1c4a

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq.,
at Pepper Hamilton LLP represent the Official Committee of
Unsecured Creditors.  Huron Consulting Group LLC gives financial
advice to the Committee.  When the company filed for protection
from their creditors, they estimated assets between US$50
million and $100 million and estimated debts of more than US$100
million.


UNITED AIRLINES: Union Coalition Demands Shared Rewards
-------------------------------------------------------
Angered that management has been enriching itself in the face of
life-changing sacrifices made on the part of workers at United
Airlines Corp., the majority of United's unionized employees
have formed the "Union Coalition at United Airlines" to demand
their fair share in the financial rewards that management
currently enjoys.  Because of the sacrifices and efforts of
United's employees, United Airlines avoided liquidation during
its three-year bankruptcy.

The union leaders call on management to, among other issues,
make immediate, tangible improvements to the compensation and
success sharing program for all employees, address quality of
work-life issues, and move up Contract bargaining dates.

"The employees of United Airlines are inexorably linked to the
future and success of our airline," the Coalition said in a
statement signed by Greg Davidowich of the Association of Flight
Attendants, Lou Lucivero of the International Federation of
Professional and Technical Engineers, Jim Seitz of the Aircraft
Mechanics Fraternal Association, Craig Symons of the
Professional Airline Flight Control Association and Mark
Bathurst of the Air Line Pilots Association.

"Throughout United's bankruptcy, 'shared sacrifice' was the
mantra employees heard frequently from upper management.  But
executives have failed to lead by example as employees have
watched these same individuals collect millions of dollars worth
of stock, pay raises and bonuses.  On Monday, the full extent of
upper management's 2006 profit package was revealed in the Proxy
Statement filed by United.  Unionized employees are outraged.  
Management continues lining its pockets with millions of dollars
while its employees still struggle under the same working
agreements and wages implemented during United's bankruptcy.  
Clearly, United management values the concept of 'sharing' as a
public relations tactic to extract billions of dollars in
concessions rather than a principle by which they should live
and manage.  United's employees don't subscribe to management's
philosophy that sharing ends at the sacrifice stage."

Through concessions, nearly US$5.5 billion was extracted from
labor during United's stay in bankruptcy.

"The dedication, sweat and sacrifice of all United employees
have led United Airlines on the road toward sustained
profitability," the union leaders said.  "Management already is
reaping the rewards of United's new found financial health.  It
is time the efforts of the airline's most important stakeholders
-- the employees -- are recognized and respected.  Shared
sacrifice should equal shared rewards.

"It is not unreasonable to demand our fair share in the
financial rewards that management currently enjoys.  Standing
together and speaking with one voice, United Airlines' unionized
employees will work aggressively to force management to
recognize our part in transforming our airline."

Combined, the coalition's five labor unions represent more than
30,000 United employees.

United Airlines operates more than 3,600 flights a day on
United, United Express and Ted to more than 210 U.S. domestic
and international destinations from its hubs in Los Angeles, San
Francisco, Denver, Chicago and Washington, D.C. With key global
air rights in the Asia-Pacific region, Europe and Latin America,
United is one of the largest international carriers based in the
United States.  United also is a founding member of Star
Alliance, which provides connections for its customers to 841
destinations in 157 countries worldwide.  United Airlines' more
than 55,000 employees reside in every U.S. state and in many
countries around the world.  

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned B1, LGD-3 42% ratings to the
United Air Lines Inc. US$2.1 billion Senior Secured Revolving
Credit and Term Loan.  

Moody's also assigned the B2 corporate family and probability of
default rating and a stable outlook at UAL Corporation.  At the
same time, Moody's withdrew its corporate family and probability
of default ratings assigned at the United level and affirmed its
SGL-2 speculative grade liquidity rating.  Moody's will withdraw
the ratings on United's existing US$3 billion of revolving
credit and term loans once the new Bank Facilities close.




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


DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler
------------------------------------------------------------
General Motors Corp. will not join in the first round of bidding
for DaimlerChrysler AG's Chrysler Group because it had no need
for extra capacity, Reuters reports citing the New York Times as
its source.

Meanwhile, a report from Bear Stearns & Co. said GM's
acquisition of Chrysler would probably face difficulty in
gaining approval from antitrust authorities since it would give
the combined company a high market share in light trucks, The
Wall Street Journal reports.

Bear Stearns' report said that the new entity could overcome
antitrust concerns in passenger cars but could face problems in
pick up trucks, sports-utility vehicles and minivans, WSJ notes.

According to figures from Autodata Corp. in a report carried by
WSJ, market share for pickup truck sales show:

Carmaker         Pickup Truck Sales Shares
      --------         -------------------------
      GM                      38.2%
      Chrysler                16.4%
      Ford Motor Co.          36.5%
      Toyota Motor Corp.       5.6%
      Nissan Motor Co.         3.3%

Bear Stearns also said it believes an acquisition of Chrysler
"could do more harm than good for GM's ongoing turnaround."  The
report noted a combination of GM and Chrysler would increase
GM's exposure to the highly competitive U.S. market, WSJ adds.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops,  
manufactures, distributes, and sells various automotive
products, primarily passenger cars, light trucks, and commercial
vehicles worldwide.  It primarily operates in four segments:
Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


ELECTRICIDAD DE CARACAS: Launches Broadband Power Line Service
--------------------------------------------------------------
Electricidad de Caracas President Julian Nebreda told Business
News Americas that the firm has launched a pilot broadband power
line service project in Caracas, Venezuela.

Mr. Nebreda explained to BNamericas, "With the new technology,
EDC [Electricidad de Caracas] will be able to offer broadband
Internet service to the clients in the area it serves."

According to BNamericas, Electricidad de Caracas has 1.1 million
customers in Caracas and Yaracuy.

BNamericas underscores that Electricidad de Caracas is testing
the service with schoolchildren in Petare, a low-income section
in Caracas.

This is the first broadband power line service experience in the
country, Mr. Nebreda told BNamericas.

Electricidad de Caracas is the largest private-sector electric
utility in Venezuela and generates, transmits, distributes, and
markets electricity primarily to metropolitan Caracas and its
surrounding areas.  The AES Corp. owns 86% of EDC and acquired
its stake in June 2000, through a public-tender offer.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Standard & Poor's Ratings Services revised the
CreditWatch implications for its 'B' foreign currency corporate
credit rating on C.A. La Electricidad de Caracas to developing
from negative.  Standard & Poor's also revised the CreditWatch
implications for its 'B' senior unsecured debt rating on
Electricidad de Caracas Finance B.V.'s notes due 2014 to
developing from negative.


PETROLEOS DE VENEZUELA: Inks Hydrocarbons Pact with Chinese Firm
----------------------------------------------------------------
Venezuelan state-owned oil firm Petroleos de Venezuela SA has
signed an accord with China National Petroleum to conduct
hydrocarbons exploration and production, transport and initial
storage, Business News Americas reports.

Petroleos de Venezuela said in a statement that the agreement
calls for the creation of joint firm Petrozumano, which will
produce crude on the Junin 4 block in the Orinoco belt.

According to BNamericas, Petroleos de Venezuela signed also
signed accords with:

          -- China Petroleum Technology & Development, to form
             joint company Industria Chinovenezolana de Taladros
             that will service and maintain oil wells; and

          -- China National United Oil for the supply of fuel
             oil to China.

Venezuela aims to increase oil shipment to China to almost one
million barrels per day by 2012, from the current 300,000
barrels per day, BNamericas states.

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

As reported on March 12, 2007, Standard & Poor's Ratings
Services raised its long-term foreign currency corporate credit
rating on Petroleos de Venezuela S.A. or PDVSA to 'BB-' from
'B+'.  S&P said the rating was removed from CreditWatch.


PETROLEOS DE VENEZUELA: To Import Gas from Ecopetrol in August
--------------------------------------------------------------
Javier Gutierrez, Ecopetrol S.A.'s chief executive officer, told
El Universal that it would start exporting about 150 million
cubic feet of gas per day to Venezuela starting August.  

Ecopetrol and Petroleos de Venezuela S.A. are constructing a
215-km gas pipeline between the oil fields of Ballenas in
Colombia and Macaraibo in Venezuela, the same report says.

The chief executive underscored that works are on time and as
scheduled, gas exports would start in August, El Universal
relates.

Under the framework of the two state-oil companies' agreement,
Ecopetrol is to export gas to Petroleos de Venezuela for seven
years.  Then the Venezuelan oil firm would use the pipeline to
export gas to Colombia and likely to Panama and Central America
from Lake Maracaibo reservoirs still in the prospecting stage,
El Universal relates.

The chief executive explained to El Universal that gas exports
to Venezuela are part of Ecopetrol's internationalization plan,
which include prospecting of Tucano oilfield in Brazil under a
partnership with Brazilian state firm Petroleo Brasileiro, and
expansion plans in Ecuador, Peru and Argentina.

                       About Ecopetrol

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

                About Petroleos de Venezuela

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

As reported on March 12, 2007, Standard & Poor's Ratings
Services raised its long-term foreign currency corporate credit
rating on Petroleos de Venezuela S.A. or PDVSA to 'BB-' from
'B+'.  S&P said the rating was removed from CreditWatch.


* VENEZUELA: Stocks To be Removed from Dow Jones Wilshire
---------------------------------------------------------
Dow Jones Indexes and Wilshire Associates related that Venezuela
would be removed from the Dow Jones Wilshire Global Total Market
Index(sm) family.  This change will become effective at the
start of trading on Monday, June 18, 2007.

The decision to remove Venezuelan stocks from the Dow Jones
Wilshire Global Total Market Index family reflects Dow Jones
Wilshire Indexes' commitment to providing plan sponsors, asset
managers and institutional investors with a global benchmark
that fully supports their fiduciary responsibilities.  Due to
the impending nationalization of several Venezuelan companies
with a significant amount of foreign ownership, the country
risk, as measured by the Index of Economic Freedom, fell below
Dow Jones Wilshire Index's eligibility standards.

"The Dow Jones Wilshire Global Index family measures the
complete global opportunity set of liquid, investable stocks
with readily available price data. The decision to remove
Venezuela is consistent with our goal of providing the largest
selection pool from which institutional investors can make their
asset allocation decisions," said Michael A. Petronella,
president of Dow Jones Indexes/Ventures.  "The Dow Jones
Wilshire Global Total Market Index continues to be the broadest
and most representative gauge of world equities."

Six Venezuelan companies will be removed from the Dow Jones
Wilshire Global Total Market Index(sm), Dow Jones Wilshire
Americas Index(sm), Dow Jones Wilshire Global exUS Index(sm),
Dow Jones Wilshire Emerging Markets Index(sm) and Dow Jones
Wilshire Latin America Index(sm).

As of March 27, 2007, the Dow Jones Wilshire Global Total Market
Index measures 12,774 stocks in 59 countries with a float-
adjusted market capitalization of US$37.5 trillion.

               About Dow Jones Wilshire Index Family

The development of the global family of indexes marks a new
phase of the Dow Jones-Wilshire relationship. The affiliation
began in 2004 when Dow Jones and Wilshire co-branded and
marketed the Dow Jones Wilshire family of indexes.  Now, by
extending the Dow Jones Wilshire methodology used in the U.S.
internationally, the global indexes provide unprecedented
breadth, consistent global coverage, and objective and
transparent rules.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* VENEZUELA: Inks 22 Cooperation Agreements with Belarus
--------------------------------------------------------
Venezuela and Belarus have signed a total of 22 cooperation
instruments in the areas of petroleum, housing and habitat,
agriculture, and science and technology, as part of the
activities during the visit of the high-level delegation of that
European nation to Caracas, headed by the Secretary of State of
the Security Council, Mr. Victor Sheiman.

Among the agreements in the area of energy signed before the
minister of the People's Power for Energy and Petroleum and
president of Petroleos de Venezuela SA aka PDVSA, Rafael
Ramirez, there is one for the creation of a Mixed Company that
will work with PDVSA at Junin 1 Block in the Orinoco Oil Belt.  
Additionally, two agreements were signed in the area of
Exploration and Production, one of which was for the creation of
a Mixed Company for the performance of exploration seismic and
production.  The third agreement is for the acquisition of five
high-technology trucks for the generation and reception of
seismic waves.

The cooperation instruments will enable Venezuela's independence
regarding seismic activities in the short and medium term, as
far as the 2D and 3D technology is concerned and in the future,
also in 4D technology.  A fourth agreement was signed for the
gasification of Venezuelan cities.

The minister of the People's Power for External Affairs, Nicolas
Maduro, explained that through these agreements, the
manufacturing plants and factories that will enable Venezuela to
be independent and self-sufficient to build the country's
infrastructure will be installed.

In turn, Mr. Sheiman expressed the appreciation of his
Government  for having achieved the tasks that were proposed and
defined for the six work groups.  He also said he was pleased
because our States are creating an alliance and we our mutual
cooperation is taking a very dynamic pace.

Through the cooperation between Belarus and Venezuela, 100 young
high-school graduates from Mision Ribas will be trained in the
Russian language and will then travel to Belarus during the
second semester of this year, to be trained as technicians in
the areas of handling and assembly of the seismic trucks, for
their subsequent manufacture in Venezuela.

Within the agenda of activities for Sheiman in Venezuela, there
is the visit he made this Friday to the Refining Center in
Paraguana.  Since his arrival last Tuesday, March 20, the
Belarus delegation began conversations with their Venezuelan
pars, through work desks in the areas of Petroleum,
Petrochemicals, Seismic, Agriculture, and Basic Industries and
Mining, topics in which both nations will be cooperating within
the frame of solidarity and complementariness between our
peoples.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


                         ***********


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
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