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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

             Wednesday, May 16, 2007, Vol. 8, Issue 96

                          Headlines

A R G E N T I N A

ARROW ELECTRONICS: North American Unit Partners with Orion
BALLY TECHNOLOGIES: Taps Bruce Rowe as Biz Development Senior VP
COMPANIA DE TRANSPORTE: Posts ARS2.2-Mil. Loss in First Quarter
CPV SRL: Trustee Verifies Proofs of Claim Until June 19
EMPRESA DISTRIBUIDORA: Reports ARS107MM First Qtr. Net Profits

FERRO CORP: Moody's Rates US$200 Million Sr. Sec. Notes at B1
INVERSIONES Y REPRESENTACIONES: Reports ARS113.9 Mil. Net Income
JUAN A: Proofs of Claim Verification Is Until July 3
METAL MASTER: Proofs of Claim Verification Ends on June 25
MIGUEL A: Proofs of Claim Verification Deadline Is May 24

ROMED SA: Proofs of Claim Verification Ends on July 6
TELECOM DE ARGENTINA: Launching 3G Service in Buenos Aires
TELEFONICA DE ARGENTINA: Increases Puerto Madryn Unit's Capacity
TRANSPORTADORA DE GAS: Moody's Rates US$500-Million Notes at B1
TRANSPORTES EL: Claims Verification Deadline Moved to June 15

B E R M U D A

BRITISH AIRWAYS: Discounting Fares on Bermudan Flights
FOSTER WHEELER: Board Appoints Peter Rose as VP & Treasurer

B O L I V I A

PETROLEO BRASILEIRO: May Still Invest in Bolivia

B R A Z I L

AMRO REAL: Fitch Affirms Individual Rating at C
BANCO ABC: Fitch Upgrades Foreign Currency Rating to BB+ from BB
BANCO BRADESCO: Fitch Affirms Individual Rating at B/D
BANCO DA AMAZONIA: Fitch Upgrades Foreign Currency Rating to BB+
BANCO DO BRASIL: Fitch Affirms Individual Rating at C/D

BANCO NACIONAL: Loans Increase to BRL56.5 Billion in April
BENQ CORP: Inks Memorandum of Intent to Sell Brazilian Plant
CAIXA ECONOMICA: Net Profits Increase to BRL778MM in First Qtr.
CAIXA ECONOMICA: Will Securitize BRL2 Billion in Home Loans
GERDAU AMERISTEEL: Good Performance Cues S&P to Up Ratings

GLOBAL CROSSING: Has Good Chance for Upselling on Global Scale
IMPSAT FIBER: Has Good Chance for Upselling on Global Scale
NOVELIS INC: Gets Ontario Court Approval to Acquire Hindalco
PETROLEO BRASILEIRO: Closes Ethanol Sale Contract with Venezuela
PETROLEO BRASILEIRO: May Make Record Net Profit in Second Qtr.

C A Y M A N   I S L A N D S

CANDK HOLDINGS: Proofs of Claim Filing Ends on May 26
COMBINATORICS MASTER: Sets Final Shareholders Meeting for May 18
COMBINATORICS FOCUS: Final Shareholders Meeting Is on May 18
GREEN ROCK: Proofs of Claim Filing Ends on May 25
HANTEC SUPERFX: Proofs of Claim Filing Deadline Is June 4

HWP HOLDINGS: Proofs of Claim Filing Is Until May 26
KINSHICHO PROJECT: Proofs of Claim Filing Ends on May 24
SPYGLASS CAPITAL: Sets Final Shareholders Meeting for June 8
TCW EM: Will Hold Final Shareholders Meeting on July 12

C H I L E

BUCYRUS INTERNATIONAL: Underwriters Purchase 692,100 Shares
GOODYEAR TIRE: S&P Puts B- Certs. Ratings Under Positive Watch
WARNER MUSIC: To Cut 400 Jobs to Realign Workforce

C O L O M B I A

BANCOLOMBIA: Earns COP48.4 Billion Net Income in April 2007
BANCOLOMBIA: Launches US$400 Mil. Offering of Subordinated Notes
BANCOLOMBIA S.A.: Moody's Reviews Ratings for Possible Downgrade
BANCOLOMBIA: Fitch Places BB Rating on Planned US$400 Mil. Notes
ECOPETROL: Colombia's Oil Production Drops 2.1% in First Quarter

ECOPETROL: Inks Natural Gas Transport Pact with PDVSA & Chevron

D O M I N I C A N   R E P U B L I C

ALCATEL-LUCENT: Inks Definitive Agreement to Acquire NetDevices

J A M A I C A

SUGAR COMPANY: Frome Achieves Output Target Ahead of Schedule
SUGAR COMPANY: Roger Clarke Denies Bruce Golding's Claim
WEST CORP: S&P Holds B+ Rating on US$135-Million Loan Add-On

* JAMAICA: Omar Davies To Meet with Investors & Rating Agencies

M E X I C O

BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
BALLY TOTAL: Obtains Waiver & Forbearance Pacts with Noteholders
CARDTRONICS INC: March 31 Balance Sheet Upside-Down by US$42.2MM
EPICOR SOFTWARE: Completes Offering with US$230 Million in Notes
JOAN FABRICS: Proposes Bidding Procedures for Sale of Assets

MEGA BRANDS: Releasing First Quarter Financial Results on May 18
RYERSON INC: Declares 60 Cents Per Share Dividend Due August 1
TELTRONICS INC: Incurs US$1 Mil. Net Loss in Qtr. Ended March 31

N I C A R A G U A

XEROX CORP: Fitch Rates Trust Preferred Securities at BB

* NICARAGUA: Authorities See Need to Boost Investment in Energy

P A N A M A

CHIQUITA BRANDS: Credit Concerns Prompt Moody's Negative Outlook

P A R A G U A Y

TELECOM PERSONAL: Earns ARS63 Million in First Quarter 2007

P E R U

HANOVER COMPRESSOR: Calls for Redemption of US$8MM Conv. Notes

P U E R T O   R I C O

MYLAN LABS: To Buy Merck KGaA's Generics Biz for EUR4.9 Billion
MYLAN LABORATORIES: Moody's May Cut Low-B Ratings After Review
MYLAN LABORATORIES: S&P Cuts Ratings on Merck KGaA Purchase
UNIVISION COMM: Fitch Junks Rating on US$1.5 Bil. Senior Notes

V E N E Z U E L A

CERRO NEGRO: Moody's Cuts Rating to B3 on State Control Concerns
DAIMLERCHRYSLER: Cerberus Takes Over Mass Interest in Chrysler
DAIMLERCHRYSLER: Cerberus to Launch Huge Cost Cuts, Reports Say
LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
PETROLEOS DE VENEZUELA: Inks NatGas Transport Pact with 2 Firms

PETROLEOS DE VENEZUELA: Will Assume Cerro Negro Bonds

* VENEZUELA: Closes Ethanol Purchase Contract with Petrobras
* VENEZUELA: Ternium Takeover May be for Commercial Benefit


                          - - - - -


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


ARROW ELECTRONICS: North American Unit Partners with Orion
----------------------------------------------------------
Arrow Electronics, Inc.'s North American Components business has
established a manufacturing, logistics and supply chain
partnership with Orion Electronics Ltd. in Hungary, a
manufacturing company owned by Singapore-based Thakral Group.

Orion will become Arrow's third global Value-Add Center,
providing product assembly and other support services for the
company's North American-based original equipment manufacturing
(OEM) customers.  Electronic components from Arrow suppliers can
be transported directly to Orion for product assembly for sale
in nearby European markets.  Also, North American OEMs looking
to enter new markets in Europe now have a cost-effective way to
do so, while maintaining the same quality standards they are
accustomed to from Arrow's North American facilities.

"In a growing, global marketplace, the combination of Orion and
Arrow's value-add centers in Phoenix and China can provide our
customers with not just silicon, but complete product supply
chain and assembly solutions, near their headquarters or nearer
to the regions of their end customers, saving time and costs,"
said Jennifer Johnson, director, Global Programs and Technical
Services, Arrow NAC.  "Customers also benefit with a single
point of contact, order management and standardized quality and
post-sales services."

"Given the expertise and the long experience of Orion in
electronics manufacturing in this region and the overall
strategy of the Thakral Group in the developing countries of the
world, this partnership is an ideal fit benefiting both sides,"
said GS Arora, managing director, Orion Electronics.  A new,
50,000 square-foot logistics center already is being constructed
by Orion close to Budapest.

Arrow selected Orion Electronics as a partner based on its
reputation for quality and its ability to meet Arrow
requirements to replicate the services offered at Arrow's
Logistics and Value-Add Center in Phoenix, the company's North
American facility where OEM customers' products are assembled or
manufactured.

All of Arrow's manufacturing facilities - Phoenix; Shenzhen,
China; and now, Orion Electronics in Hungary - are ISO-certified
and offer clean room facilities, as well as wide-ranging
services such as engineering and design, first article and proof
of concept, inventory management, build-on demand, verification
and testing, and advanced order fulfillment.

                   About Orion Electronics

The Singapore-based Thakral Group was founded in 1905, has a
turnover of US$2.5 billion and employs 10,000 worldwide.  The
Group has a strategy to enter early the underdeveloped fast
growing regions and take advantage of the high economic growth
rates, growing with the local economies.  The Group took over
Orion Electronics Ltd in 1997.  Orion Electronics is an old and
respected Hungarian electronics company founded in 1913 and has
many decades of experience in electronics manufacturing.  
Besides manufacturing a variety of industrial products for a
wide range of customers, Orion also markets over 50 products
under its own brand name.

                About North American Components

The North American Components business of Arrow Electronics
provides semiconductors and passive, electromechanical and
connector products, computing solutions, services and supply
chain solutions tailored to serve distinct customer segments
with dedicated sales teams.  Two primary, customer-focused NAC
groups serve these market segments: The Arrow Electronics
Components Group serves North American-based OEM and contract
manufacturing customers and the Arrow/Zeus Electronics Group
targets the aerospace and military markets.

                    About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and    
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                        *     *     *

As reported on March 30, Moody's affirmed Arrow Electronics'
senior preferred stock at Ba2 and senior subordinated stock at
Ba1.

Arrow Electronics carries Fitch's 'BB+' issuer default rating.
The company's senior unsecured notes and senior unsecured bank
credit facility also carry Fitch's 'BB+' rating.  Fitch said the
rating outlook is positive.


BALLY TECHNOLOGIES: Taps Bruce Rowe as Biz Development Senior VP
----------------------------------------------------------------
Bally Technologies, Inc., has appointed Bruce Rowe as Senior
Vice President of Business Development, effective May 25, 2007.

Mr. Rowe previously served as Corporate Vice President of
Business Strategy, Gaming Solutions, and General Manager of
Nevada Operations for GTECH Holdings Corporation, a global
information technology company specializing in the lottery
industry.  Prior to joining GTECH, Mr. Rowe was a senior
executive with Harrah's Entertainment for 23 years and served as
Corporate Vice President of Slot Operations, Research and
Development as well as Corporate Vice President of Information
Technology.  At that time, Harrah's owned or managed more than
42,000 slots.

"We're pleased to add Bruce to an already-strong management team
that is committed to building on the momentum we have growing in
the marketplace," said Richard Haddrill, Bally Technologies'
Chief Executive Officer.  "Bruce's background in slots, systems
and large-scale technology initiatives is perfectly suited to
where we are taking our business.  We're confident he will make
a strong impact as we expand our product offerings and move into
new markets."

Headquartered in Las Vegas, Nevada, Bally Technologies, Inc.
(NYSE: BYI) -- http://www.BallyTech.com/-- designs,   
manufactures, operates, and distributes advanced gaming devices,
systems, and technology solutions worldwide.  Bally's product
line includes reel-spinning slot machines, video slots, wide-
area progressives and Class II lottery and central determination
games and platforms.  Bally Technologies also offers an array of
casino management, slot accounting, bonus, cashless, and table
management solutions.  The company also owns and operates
Rainbow Casino in Vicksburg, Miss.  The company's South American
operations are located in Argentina.  The company also has
operations in Macau, China, and India.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 10, 2007, Standard & Poor's Ratings Services revised its
CreditWatch implication on its ratings for Bally Technologies
Inc. to developing from negative.  The corporate credit rating
on the company is 'B-'.  The ratings were initially placed on
CreditWatch on Sept. 9, 2005, and several rating actions have
occurred since the original CreditWatch listing.


COMPANIA DE TRANSPORTE: Posts ARS2.2-Mil. Loss in First Quarter
---------------------------------------------------------------
Compania de Transporte de Energia Electrica en Alta Tension aka
Transener said in a filing with the Buenos Aires stock exchange
that its net losses dropped 72% to ARS2.2 million in the first
quarter 2007, from ARS7.9 million in the first quarter 2006.

Business News Americas relates that the year-on-year difference
in part indicates higher revenue from net sales, which increased
17% to ARS124 million in the first quarter 2007, compared to the
same quarter in 2006.

According to BNamericas, Transener's higher revenue was partly
counterbalanced by operating costs, which grew 15.1% to ARS83
million in the first quarter 2007, from the first quarter 2006.

Transener's operating profits rose 22.6% to ARS29.6 million in
this year's first quarter, compared to ARS24.1 million in last
year's first quarter, BNamericas says.

Transener said in a statement that its Ebitda increased 12.6% to
ARS55.7 million in the first quarter 2007, from last year's
first quarter.

Transener's net equity was ARS1.08 billion in March 2007,
BNamericas states.

Compania de Transporte de Energia Electrica en Alta Tension aka
Transener owns the national network of high-voltage power
transmission lines, which consist of nearly 8,800 kilometers of
lines together with the approximately 5,500 kilometers in its
Transba subsidiary's network.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
the proposed bond for up to US$250 million to be issued by
Argentina's largest power transmission company, Compania de
Transporte de Energia Electrica en Alta Tension Transener SA.
At the same time, Standard & Poor's affirmed the 'B' corporate
credit rating on the company.  S&P said the outlook is stable.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Argentina Calificadora de Riesgo S.A assigned
a D(arg) rating on Transener S.A.'s Obligaciones Negociables
Class 3 for US$1,277,000.  The rating action was based on the
company's financial status at Dec. 31, 2006.


CPV SRL: Trustee Verifies Proofs of Claim Until June 19
-------------------------------------------------------
Ruben Abel Arrate, the court-appointed trustee for C.P.V.
S.R.L.'s reorganization proceeding, verifies creditors' proofs
of claim until June 19, 2007.

The National Commercial Court of First Instance in Necochea,
Buenos Aires, approved a petition for reorganization filed by
C.P.V., according to a report from Argentine daily Infobae.

Mr. Arrate will present the validated claims in court as
individual reports.  The court 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 C.P.V. 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 C.P.V.'s accounting
and banking records will be submitted in court.

Infobae did not state the reports submission dates.

The informative assembly will be held on Dec. 19, 2007.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

         C.P.V. S.R.L.
         Avenida 59
         Numero 1045, Necochea
         Buenos Aires, Argentina

The trustee can be reached at:

          Ruben Abel Arrate
          Calle 63
          Numero 2748, Necochea
          Buenos Aires, Argentina


EMPRESA DISTRIBUIDORA: Reports ARS107MM First Qtr. Net Profits
--------------------------------------------------------------
Empresa Distribuidora y Comercializadora Norte SA aka EDENOR
said in a filing with the Buenos Aires stock exchange that it
earned ARS107 million in the first quarter of 2007.

Business News Americas relates that the ARS107 million includes
power rate adjustments applied retroactively, without which the
firm would have recorded operating profits of ARS49.8 million in
the first quarter 2007, compared to ARS11.9 million year-on-
year.

EDENOR's net equity increased to ARS1.78 billion at the end of
March 2007, from ARS1.67 billion in at the end of 2006,
BNamericas states.

EDENOR is Argentina's largest electricity distribution company
in terms of customers served (2.45 million as of December 2006)
and power sales (15,677 gigawatt-hours in 2005 and 12,395
gigawatt-hours in the first nine months of 2006).  EDENOR has a
95-year concession contract (which started in 1992) to
distribute electricity in a densely populated area of about
seven million inhabitants in the northwest of greater Buenos
Aires and the north of the city of Buenos Aires.  EDENOR is 65%
directly and indirectly owned by the Dolphin Group.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Standard & Poor's Ratings Services raised its
corporate credit and senior unsecured debt ratings on
Argentina's largest electric distribution company Empresa
Distribuidora y Comercializadora Norte S.A. aka EDENOR by one
notch to 'B' from 'B-'.  The ratings were removed from
CreditWatch, where they were placed with positive implications
on Jan. 11, 2007.  S&P says the outlook is stable.


FERRO CORP: Moody's Rates US$200 Million Sr. Sec. Notes at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
to Ferro Corporation.  Moody's also assigned a B1 rating to the
company's US$200 million senior secured notes (issued as
unsecured notes in 2001) due in January 2009 and an SGL-3
speculative grade liquidity rating.

Moody's is reassigning the corporate family and notes ratings
after withdrawing them in March 2006, due to the delays in the
filing of financial statements for 2005 and quarterly statements
for 2004 through 2006.

The company's B1 corporate family rating reflects its elevated
leverage (when incorporating Moody's Global Standard Adjustments
to Financial Statements), limited free cash flow, the
expectation that the company will continue to restructure or
exit underperforming product lines, and relatively low, albeit
improving, EBITDA margins for a specialty chemical company.  

The ratings are supported by an improving financial profile,
leading market positions in porcelain, glass and enamel coatings
and sustainable market positions in electronic materials.  The
B1 rating on the secured notes due 2009 reflects the collateral
package; the notes share the same collateral as the senior
secured credit facilities.

Moody's noted that the company's 10K filed in March 2007,
identified two remaining "material weaknesses" in its internal
controls over financial reporting; however this issue is not a
ratings driver at the current rating level.  The company is
working to remediate these remaining issues and has recently
hired a Chief Accounting Officer.

The positive outlook reflects the company's strong placement in
the B1 rating category and the expectation of further
improvements to operating performance or meaningful debt
reduction due to asset sales over the next 12-18 months.  
However, Ferro is not expected to generate any free cash flow
over this timeframe due to elevated capex and additional
contributions to its pension plans.  "Although Ferro's rating
maps to the "Ba" category utilizing Moody's Chemicals Industry
Rating Methodology, key financial metrics are modestly weaker
than we would like for the Ba3 rating" stated John Rogers,
Senior Vice President at Moody's.

                        Ratings Assigned

Issuer: Ferro Corporation

   -- Corporate Family Rating, Assigned B1
   -- Probability of Default Rating, Assigned B1
   -- Senior Unsecured Regular Bond/Debenture, Assigned B1
   -- Senior Unsecured Regular Bond/Debenture, Assigned 47-LGD3

Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com/-- is a global producer of an array of  
specialty chemicals including coatings, enamels, pigments,
plastic compounds, and specialty chemicals for use in industries
ranging from construction, pharmaceuticals and
telecommunications.  Ferro operates through the following five
primary business segments: Performance Coatings, Electronic
Materials, Color and Performance Glass Materials, Polymer
Additives, and Specialty Plastics.  Revenues were US$2 billion
for the FYE ended Dec. 31, 2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.


INVERSIONES Y REPRESENTACIONES: Reports ARS113.9 Mil. Net Income
----------------------------------------------------------------
Inversiones y Representaciones Sociedad Anonima disclosed its
results for the first nine months of fiscal year 2007, ended
March 31, 2007.

Net income for the nine-month period ended March 31, 2007, was
ARS113.9 million, or ARS2.58 per GDS, while earnings per diluted
GDS totaled ARS2.10, compared with a gain of ARS40.9 million, or
ARS1.11 per GDS (ARS 1.10 per diluted GDS) for the same period
the previous year.

Consolidated net sales for the nine-month period totaled
ARS521.9 million, compared to ARS381.3 million in the same
period of the previous year.

The contribution of the various segments to net sales was as
follows:

   -- Sales and Developments, ARS40.0 million;
   -- Offices and Other Rental Properties, ARS37.9 million;
   -- Shopping Centers, ARS198.3 million;
   -- Credit Card, ARS149.6 million;
   -- Hotels, ARS94.4 million; and
   -- financial operations and others, ARS1.8 million.

EBITDA for the nine-month period ended March 31, 2007, amounted
to ARS223.5 million, an increase of 22.1% compared to the same
period of the previous fiscal year.

Highlights:

   * Operating income grew 30.7% from ARS122.3 million as of
     March 31, 2006, to ARS159.8 million as of March 31, 2007.
     EBITDA was ARS223.5 million, 22.1% higher than the same
     period of the previous fiscal year.

   * Net income for the nine-month period ended March 31, 2007,
     amounted to ARS113.9 million income, compared to ARS40.9
     million income in the same period of fiscal 2006.  The
     178.3% increase in net income compared to the same period
     of the previous year is undoubtedly outstanding and was
     driven by the improvement in both operating income and
     financial results.

   * Occupancy levels of its office buildings continued to
     recover, reaching 99% during the first nine months of
     fiscal 2007, compared to 92% for the first nine months of
     the previous fiscal year.  In addition, income from this
     segment also improved, from ARS21.5 million as of
     March 31, 2006, to ARS37.9 million as of March 31, 2007.

   * On March 15, 2007, the company executed the title deed for
     Bouchard Plaza, an AAA office building with 33,324 sq.m. of
     gross leaseable area located in downtown Buenos Aires.
     This brand new acquisition, together with the purchase of
     Dock del Plata and the purchase option for Edificio
     Republica, will allow us to further consolidate its
     leadership in this business segment.

   * In the nine-month period ended March 31, 2007, income from
     the sales and development segment was ARS40.0 million,
     compared to ARS32.8 million in the same period of the
     previous fiscal year.

   * Income from the hotel segment rose by 18%, from
     ARS 79.7 million in the first nine months of fiscal year
     2006 to ARS94.4 million in the same period of fiscal year
     2007.  This result was mainly driven by higher average
     rates per room, which increased from ARS379 to ARS481. In
     addition, the company made further progress in the
     construction underway of 42 new suites in Hotel Llao Llao
     and the remodeling of the Hotel Sheraton Libertador.

   * Alto Palermo's operating result was 19.2% higher than the
     result obtained in the same period the previous year,
     reaching ARS126.0 million.  EBITDA increased 14.9% to
     ARS176.1 million in the nine-month period ended
     March 31, 2007.

   * Tenant sales in its shopping centers increased 22.8% in the
     nine-month period ended March 31, 2007, compared to the
     same period of the previous fiscal year, and occupancy at
     the company's shopping centers reached 98.8%.

   * On May 11, 2007, Alto Palermo S.A. issued two new Series of
     Notes totaling US$170 million.  Series I involved the
     issuance of US$120 million maturing on May 11, 2017,
     accruing a fixed interest rate of 7.875% payable on a half-
     yearly basis, and with principal amount to be entirely paid
     upon maturity.  Series II involved the issuance of
     ARS154,020,000 million (equivalent to US$50 million)
     maturing on June 11, 2012, accruing a fixed 11% interest
     rate payable half-yearly, and with principal amount to be
     repaid in seven semi-annual equal and consecutive
     installments as from June 11, 2009.

                         About IRSA

Created in 1943, Inversiones y Representaciones S.A. aka IRSA
(NYSE: IRS) (BCBA: IRSA) is a leading company with activities in
the business of offices, commercial centers and hotels.  It is
the only company in the industry whose shares are listed on the
Bolsa de Comercio de Buenos Aires and The New York Stock
Exchange.  Through its subsidiaries, IRSA manages an expanding
top portfolio of shopping centers and office buildings,
primarily in Buenos Aires.  The company also develops
residential subdivisions and apartments (specializing in high-
rises and loft-style conversions) and owns three luxury hotels.
Additionally, IRSA owns a 11.8% stake in Banco Hipotecario,
Argentina's largest mortgage supplier in the country which
shareholder's equity amounted to ARS2,247.6 million.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Argentina-based real estate company IRSA
Inversiones y Representaciones SA.  S&P also assigned a 'B+'
rating to an issuance of US$150 million 10-year bullet bonds.
S&P said the outlook is stable.


JUAN A: Proofs of Claim Verification Is Until July 3
----------------------------------------------------
Oscar Chapiro, the court-appointed trustee for Juan A. Franzoni
y Cia. C.I.S.C.'s bankruptcy proceeding, verifies creditors'
proofs of claim until July 3, 2007.

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

Infobae did not state the reports submission deadlines.

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

The trustee can be reached at:

          Oscar Chapiro
          Virrey del Pino 1739
          Buenos Aires, Argentina


METAL MASTER: Proofs of Claim Verification Ends on June 25
----------------------------------------------------------
Orlando Juan Prebianca, the court-appointed trustee for Metal
Master S.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until June 25, 2007.

Mr. Prebianca will present the validated claims in court as
individual reports on Aug. 22, 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 Metal Master 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 Metal Master's
accounting and banking records will be submitted in court on
Oct. 3, 2007.

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

The trustee can be reached at:

          Orlando Juan Prebianca
          Uriburu 578
          Buenos Aires, Argentina


MIGUEL A: Proofs of Claim Verification Deadline Is May 24
---------------------------------------------------------
Ruben Angel Fillottrani, the court-appointed trustee for Miguel
A. Cella y Cia. S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until May 24, 2007.

Mr. Fillottrani will present the validated claims in court as
individual reports on July 10, 2007.  The National Commercial
Court of First Instance in Bahia Blanca, 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 Miguel A. 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 Miguel A.'s
accounting and banking records will be submitted in court on
Sept. 5, 2007.

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

The debtor can be reached at:

          Miguel A. Cella y Cia. S.R.L.
          Avenida Colon 736/748
          Bahia Blanca, Buenos Aires
          Argentina

The trustee can be reached at:

          Ruben Angel Fillottrani
          Beruti 623
          Bahia Blanca, Buenos Aires,
          Argentina


ROMED SA: Proofs of Claim Verification Ends on July 6
-----------------------------------------------------
Lia Stella Maris Alvarez, the court-appointed trustee for Romed
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until July 6, 2007.

Ms. Alvarez will present the validated claims in court as
individual reports on Sept. 17, 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 Romed 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 Romed's accounting
and banking records will be submitted in court on Oct. 29, 2007.

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

The trustee can be reached at:

          Lia Stella Maris Alvarez
          Avenida Cerrito 146
          Buenos Aires, Argentina


TELECOM DE ARGENTINA: Launching 3G Service in Buenos Aires
----------------------------------------------------------
Telecom Argentina SA Chairperson Carlos Felices said in a
conference call that the firm will launch this week a 3G service
offering in Buenos Aires.

3G is a third-generation technology in the context of mobile
phone standards.  The services associated with 3G provide the
ability to transfer simultaneously both voice data -- a
telephone call -- and non-voice data, like downloading
information, exchanging email, and instant messaging.  

Mr. Felices told Business News Americas that Telecom Argentina
expects changes in local regulations allowing telecoms in
Argentina to provide triple play services to be introduced by
year-end.  The company was conducting internal tests in
preparation for the government's authorization.

Telecoms officials said they are considering reforms to the
regulations.  They haven't given any sign as to when the
modifications might be ready, BNamericas states.

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- is the fixed-line   
operator for local and long-distance services in northern and
southern Argentina.  It also provides cellular and PCS phone
services in Argentina, as well as in Paraguay through a 68%
stake in Nocleo.  France Telecom formerly controlled the company
through its Nortel Inversora venture with Telecom Italia.
France Telecom sold most of its stake in 2003 to the Werthein
Group, an Argentine agricultural concern owned in part by vice
chairman Gerardo Werthein.  Nortel continues to be Telecom
Argentina's largest shareholder with a 55% stake.  Nortel is
owned by Sofora, a consortium owned by Telecom Italia (50%), the
Werthein Group (48%), and France Telecom (2%).

                        *     *     *

As reported on Oct 11, 2006, Standard & Poor's Ratings Services
raised Telecom Argentina S.A.'s counterparty credit rating to
B+/Stable/ from B/Stable following the upgrade of the Republic
of Argentina to 'B+' from 'B'.


TELEFONICA DE ARGENTINA: Increases Puerto Madryn Unit's Capacity
----------------------------------------------------------------
Telefonica de Argentina SA said in a statement that it has
expanded the capacity of its Puerto Madryn switching center in
Chubut.

Business News Americas relates that investments were chiefly
allocated for the upgrade and expansion of the facility in a
move to offer more services to Telefonica de Argentina's
subscribers in the surrounding areas, especially the Asymmetric
Digital Subscriber Line broadband Internet services.

Telefonica de Argentina has about 14,700 fixed lines clients and
over 3,000 ADSL users in Puerto Madryn, according to BNamericas.  
At a national level, the company has some 4.6 million fixed
lines and 560,000 ADSL subscribers.

Telefonica de Argentina will invest ARS1.6 billion this year,
mainly for continued expansion of its mobile and broadband
infrastructure, BNamericas states.

Headquartered in Buenos Aires, Argentina, Telefonica de
Argentina SA -- http://www.telefonica.com.ar/-- provides
telecommunication services, which include telephony business
both in Spain and Latin America, mobile communications
businesses, directories and guides businesses, Internet, data
and corporate services, audiovisual production and broadcasting,
broadband and Business-to-Business e-commerce activities.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Latin America changed the rating outlook to positive
from stable for Telefonica de Argentina's foreign currency
rating of B2 and for the Aa3.ar (national scale rating).  The
rating action was taken in conjunction with Moody's outlook
change to positive from stable for Argentina's B2 foreign
currency ceiling for bonds and notes on Jan. 16, 2007.
Telefonica de Argentina's foreign currency rating continues to
be constrained by Argentina's B2 ceiling.


TRANSPORTADORA DE GAS: Moody's Rates US$500-Million Notes at B1
---------------------------------------------------------------
Moody's Latin America assigned a B1 global foreign currency
rating to Transportadora de Gas del Sur S.A. US$500 million
notes, due 2017, which will be issued to redeem outstanding
debt.  An Aa2.ar national scale rating has already been
assigned.  The rating outlook is stable.

Moody's National Scale Ratings are intended as relative measures
of creditworthiness among debt issues and issuers within a
country, enabling market participants to better differentiate
relative risks.  NSRs in Argentina are designated by the ".ar"
suffix.  NSRs differ from global scale ratings in that they are
not globally comparable to the full universe of Moody's rated
entities, but only with other rated entities within the same
country.

The proceeds from the US$500 million notes plus TGS cash
balances will be used to redeem most of TGS's outstanding debt,
amounting approximately to US$630 million.

The ratings are based on TGS's very solid position and long
established operations in the gas transportation and gas
processing business in Argentina. The rating also takes into
account TGS's credit and debt protection metrics, which Moody's
believes are consistent with more highly rated diversified
natural gas transportation companies.  TGS has significantly
reduced debt, from more than US$900 million at the end of FY
2004 to the US$500 million total debt it will have after the
planned notes issuance.  This debt reduction is a result of
strong internally generated cash in the context of very
favorable international prices for NGL in the unregulated
segment, despite frozen tariffs in the regulated segment.

However, the ratings are hindered by TGS's continued exposure to
dollar denominated debt, regulatory uncertainty and volatility
in international NGL prices.

Profitability over the last couple of years was mainly driven by
TGS's unregulated business, which has been exposed to volatile
commodity prices. Additionally, while processed volumes have
been sustained with no restrictions, future gas availability for
processing is a concern over the medium term (due to lack of
investments in gas exploration and production).

On the other hand, tariffs in the regulated segment have
remained frozen since 2002.

The License renegotiation with the government has taken longer
than expected and the proposal for a 10% provisional tariff
increase submitted by the Government was not accepted by the
Company. The timeframe and outcome of the renegotiation is
uncertain.

                        Rating Outlook

The stable outlook reflects Moody's expectation that TGS will
continue to generate adequate levels of cash in relation to debt
and balanced operations even in the absence of tariffs relief,
although Moody's acknowledges that an increase in rates would
improve the company's financial situation and position the
company more comfortably in its rating categories.

What could make the rating -- Up

A successful renegotiation of the License that would result in a
tariff increase for TGS that allows it to improve returns and
profitability and that would provide a more predictable
regulatory framework could also have a positive rating impact. A
reduction in TGS' foreign currency debt exposure could also have
a favorable impact on the ratings.

What could make the rating -- Down

Any adverse change in the regulatory environment or indications
of adverse government interference in the gas processing
segment, such us the introduction of additional taxes, prices
controls, or limitations on TGS's ability to sustain its
historical gas processing volumes could lead to a rating
downgrade.

In addition, an aggressive dividend policy leading to lower than
historical RCF to debt ratios could have a negative rating
impact.


TRANSPORTES EL: Claims Verification Deadline Moved to June 15
-------------------------------------------------------------
Mariela Fernanda Agesta, the court-appointed trustee for
Transportes El Sol S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until June 15, 2007.

As reported in the Troubled Company Reporter-Latin America on
Dec. 28, 2006, the proofs of claim verification deadline was
initially set for March 2, 2007.

Ms. Agesta will present the validated claims in court as
individual reports on Aug. 14, 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 Transportes El Sol 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 Transportes El Sol's
accounting and banking records will be submitted in court on
Sept. 26, 2007.

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

The trustee can be reached at:

          Mariela Fernanda Agesta
          Esmeralda 625
          Buenos Aires, Argentina




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


BRITISH AIRWAYS: Discounting Fares on Bermudan Flights
------------------------------------------------------
Cheapflights.co.uk reports that British Airways is implementing
a fare reduction on flights to Bermuda, with returns in World
Traveler in economy class available from GBP449.

According to Cheapflights.co.uk, these economy class tickets are
being offered, from London Gatwick:

          -- GBP449, travel between May 12 and June 30, or
             between Sept. 1 and Sept. 30; and

          -- GBP549, travel between July 1 and Aug. 31.

Cheapflights.co.uk notes that passengers can choose these for
World Traveler Plus premium economy:


          -- GBP789, travel between June 1 and June 30, or
             between Sept. 1 and Sept. 30;

          -- GBP889, travel between July 1 and Aug. 31.

The report says that World Traveler Plus includes wider seats
with more legroom and other extras.  Tickets in this class must
be purchased at least 21 days ahead of the flight.

British Airways also conducted a fare sale on holidays to the
Caribbean, which included seven nights in Barbados from GBP399
per person, and GBP539 for seven nights in Grenada.  Prices
included accommodation.  The sale ended on May 15.

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.

                        *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the existing non-financial speculative-grade
corporate issuers in Europe, Middle East and Africa, the rating
agency confirmed its Ba1 Corporate Family Rating for British
Airways Plc.  

* Issuer: British Airways, Plc

                                                      Projected
                           Old POD  New POD  LGD      Loss-iven
   Debt Issue              Rating   Rating   Rating   Default
   ----------              -------  -------  ------   ----------
   GBP100-million 10.875%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2008                Ba2      Ba2      LGD5     84%

   GBP250-million 7.25%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2016                Ba2      Ba2      LGD5     84%

As reported on March 27, 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 U.S.


FOSTER WHEELER: Board Appoints Peter Rose as VP & Treasurer
-----------------------------------------------------------
Foster Wheeler Ltd.'s board of directors has elected Peter D.
Rose to the position of vice president and corporate treasurer.  
Mr. Rose succeeds Thierry Desmaris, who was recently elected to
the position of vice president of corporate development.  Prior
to this promotion, Mr. Rose was vice president, internal audit,
and chief corporate compliance officer.  In his new role, he
will report to John T. La Duc, executive vice president and
chief financial officer.

"Peter is a 29-year veteran of Foster Wheeler, with an excellent
knowledge of the company, and has served in a number of senior
financial positions within the company," said Mr. La Duc.  
"Peter has demonstrated excellent performance in implementing
and managing the Sarbanes-Oxley process and has also proved
highly effective in leading the corporate compliance function.  
Peter is an extremely experienced individual and I am highly
confident that he will continue to make a significant
contribution to the future success of Foster Wheeler."

Mr. Rose was appointed to the position of vice president,
internal audit, and chief corporate compliance officer in 2004.  
Previously, he was assistant treasurer of Foster Wheeler Inc.
and has also held the roles of director of finance and assistant
controller of various Foster Wheeler subsidiaries, as well as
that of corporate chief auditor.

Mr. Rose, a CPA, holds a Bachelor's Degree from Bloomfield
College, NJ, and a Master's Degree in Business Administration in
Finance from Cornell University.  He is a member of the American
Institute of Certified Public Accountants and the Institute of
Internal Auditors.

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

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.




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


PETROLEO BRASILEIRO: May Still Invest in Bolivia
------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA's Chief
Financial Officer Almir Barbassa told Business News Americas
that the company doesn't rule out new investments in Bolivia
after it sells its two Bolivian plants for US$112 million.

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, the Bolivian government and YPFB accepted Petroleo
Brasileiro SA aka Petrobras' proposal for the sale of the
Guillermo Eder Bell and Gualberto Villaroel refineries, both
located in Bolivia.  Bolivia's Hydrocarbons and Energy Minister,
Carlos Villegas, sent Petrobras a letter in which he agrees to
the general terms Petrobras set forth for the full sale of the
company's stake in the refineries for US$112 million.  The
procedures for refinery control transference and the form of
payment will be made formal in the upcoming days.

Mr. Barbassa commented to BNamericas that Bolivia is paying a
fair price for the plants.

BNamericas relates that Petroleo Brasileiro will get the US$112
million for the refineries in two cash installments.

Mr. Barbassa said in a press conference, "New investments in
Bolivia will be studied case by case.  It's possible we could
review our position and do business again in the country
depending on future developments and the appropriateness of such
investments."

"Petrobras [Petroleo Brasileiro] was not expropriated.  We
bought the refineries and planned to stay in Bolivia, but
conditions have changed and we reached a reasonable deal," Mr.
Barbassa told BNamericas.

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.




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


AMRO REAL: Fitch Affirms Individual Rating at C
-----------------------------------------------
Fitch Ratings upgraded these ratings of Banco ABN Amro Real
S.A.:

   -- Foreign currency IDR upgraded to 'BBB-' from 'BB+'
   -- Short-term foreign currency upgraded to 'F3' from 'B'
   -- Local currency IDR upgraded to 'BBB' from 'BBB-'
   -- Short-term local currency affirmed at 'F3'
   -- Individual rating affirmed at 'C'
   -- Support rating affirmed at '3'
   -- National Long-term rating upgraded to 'AAA(bra)'
   -- National Short-term rating affirmed at 'F1+(bra)'

Fitch said the Outlook is stable.

Fitch Ratings has upgraded several Brazilian banks, insurance
and leasing companies following the upgrade of the country's
foreign and local currency Issuer Default Ratings to 'BB+' from
'BB' and the Country Ceiling Rating to 'BBB-' from 'BB+'.  The
Outlook is Stable for the IDRs and National ratings.

The ratings actions of:

    -- Banco ABC Brasil,
    -- Banco ABN AMRO Real,
    -- ABN Amro Arrendamento Mercantil,
    -- Sudameris Arrendamento Mercantil,
    -- Banco de Investimento Credit Suisse (Brasil),
    -- Banco Pecunia,
    -- Banco Rabobank International Brasil,
    -- Banco Santander Banespa,
    -- Banco Standard de Investimentos,
    -- Banco Votorantim and BV Leasing - Arrendamento Mercantil
    -- and Banco UBS Pactual

are support-driven and reflect the financial strength of their
respective ultimate parents, all of which carry an investment-
grade ratings.  The Support ratings of '3' on these banks
reflect Fitch's belief that their parents have both the capacity
and willingness to support these entities.

The sovereign upgrade reflects the significant improvement in
Brazil's external balance sheet underpinned by prudent
macroeconomic policies and a rise in domestic savings despite
the still high public debt burden.  This, together with the
benefits of economic stabilization and decreasing inflation on
the operating environment for the Brazilian banking system, will
enable the strongest institutions to further expand operations
and diversify earnings stream.

ABN Amro Real specializes in commercial banking, capital
markets, corporate banking, asset management, and trade finance.
Its more than 22,000 employees assist over five million clients
throughout five thousand different points of sales.  In 1999,
the bank merged with Brazil's Banco Real.  The regional office
for Latin America and the Caribbean is located in Brazil.


BANCO ABC: Fitch Upgrades Foreign Currency Rating to BB+ from BB
----------------------------------------------------------------
Fitch Ratings upgraded these ratings of Banco ABC Brasil S.A.:

   -- Foreign currency IDR upgraded to 'BB+ from 'BB'
   -- Short-term foreign currency affirmed at 'B'
   -- Local currency IDR affirmed at 'BB+
   -- Short-term local currency affirmed at 'B'
   -- Individual rating affirmed at 'C/D'
   -- Support rating affirmed at '3'
   -- National Long-term rating affirmed at 'AA-(AA minus)(bra)'
   -- National Short-term rating affirmed at 'F1+(bra)'

Fitch said the Outlook is stable.

Fitch Ratings has upgraded several Brazilian banks, insurance
and leasing companies following the upgrade of the country's
foreign and local currency Issuer Default Ratings to 'BB+' from
'BB' and the Country Ceiling Rating to 'BBB-' from 'BB+'.  The
Outlook is Stable for the IDRs and National ratings.

The ratings actions of:

    -- Banco ABC Brasil,
    -- Banco ABN AMRO Real,
    -- ABN Amro Arrendamento Mercantil,
    -- Sudameris Arrendamento Mercantil,
    -- Banco de Investimento Credit Suisse (Brasil),
    -- Banco Pecunia,
    -- Banco Rabobank International Brasil,
    -- Banco Santander Banespa,
    -- Banco Standard de Investimentos,
    -- Banco Votorantim and BV Leasing - Arrendamento Mercantil
    -- and Banco UBS Pactual

are support-driven and reflect the financial strength of their
respective ultimate parents, all of which carry an investment-
grade ratings.  The Support ratings of '3' on these banks
reflect Fitch's belief that their parents have both the capacity
and willingness to support these entities.

The sovereign upgrade reflects the significant improvement in
Brazil's external balance sheet underpinned by prudent
macroeconomic policies and a rise in domestic savings despite
the still high public debt burden.  This, together with the
benefits of economic stabilization and decreasing inflation on
the operating environment for the Brazilian banking system, will
enable the strongest institutions to further expand operations
and diversify earnings stream.


BANCO BRADESCO: Fitch Affirms Individual Rating at B/D
------------------------------------------------------
Fitch Ratings upgraded these ratings of Banco Bradesco S.A.:

   -- Foreign currency IDR upgraded to 'BBB-' from 'BB+'
   -- Short-term foreign currency upgraded to 'F3' from 'B'
   -- Local currency IDR upgraded to 'BBB' from 'BBB-'
   -- Short-term local currency affirmed at 'F3'
   -- Individual rating affirmed at 'B/D'
   -- Support rating upgraded to '3' from '4'
   -- National Long-term rating upgraded to 'AAA(bra)'
   -- National Short-term rating affirmed at 'F1+(bra)'

Fitch said the Outlook is stable.

Fitch Ratings has upgraded several Brazilian banks, insurance
and leasing companies following the upgrade of the country's
foreign and local currency Issuer Default Ratings to 'BB+' from
'BB' and the Country Ceiling Rating to 'BBB-' from 'BB+'.  The
Outlook is Stable for the IDRs and National ratings.

The ratings actions of:

    -- Banco ABC Brasil,
    -- Banco ABN AMRO Real,
    -- ABN Amro Arrendamento Mercantil,
    -- Sudameris Arrendamento Mercantil,
    -- Banco de Investimento Credit Suisse (Brasil),
    -- Banco Pecunia,
    -- Banco Rabobank International Brasil,
    -- Banco Santander Banespa,
    -- Banco Standard de Investimentos,
    -- Banco Votorantim and BV Leasing - Arrendamento Mercantil
    -- and Banco UBS Pactual

are support-driven and reflect the financial strength of their
respective ultimate parents, all of which carry an investment-
grade ratings.  The Support ratings of '3' on these banks
reflect Fitch's belief that their parents have both the capacity
and willingness to support these entities.

The upgrades of the local currency IDRs and National ratings of:

    -- Banco Bradesco,
-- Bradesco Leasing Arrendamento Mercantil,
-- Banco Itau Holding Financeira,
-- Banco Itau,
-- Banco Itau BBA, Banco Itaubank,
-- ItauBank Leasing,
-- and Unibanco

reflect the banks' intrinsic financial strength, which will
benefit from the improved operating environment.  The upgrades
of Support ratings of Banco Bradesco, Banco Itau Holding, Banco
Itau BBA and Unibanco are driven by their systemic importance
and the sovereign's increased ability to provide such support.

The sovereign upgrade reflects the significant improvement in
Brazil's external balance sheet underpinned by prudent
macroeconomic policies and a rise in domestic savings despite
the still high public debt burden.  This, together with the
benefits of economic stabilization and decreasing inflation on
the operating environment for the Brazilian banking system, will
enable the strongest institutions to further expand operations
and diversify earnings stream.

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


BANCO DA AMAZONIA: Fitch Upgrades Foreign Currency Rating to BB+
----------------------------------------------------------------
Fitch Ratings upgraded these ratings of Banco da Amazonia S.A.:

   -- Foreign currency IDR upgraded to 'BB+' from 'BB'
   -- Short-term foreign currency affirmed at 'B'
   -- Local currency IDR upgraded to 'BB+' from 'BB'
   -- Short-term local currency affirmed at 'B'
   -- Individual rating affirmed at 'D'
   -- Support rating affirmed at '3'
   -- National Long-term rating affirmed at 'AA-(AA minus)(bra)'
   -- National Short-term rating affirmed at 'F1+(bra)'

Fitch said the Outlook is stable.

Fitch Ratings has upgraded several Brazilian banks, insurance
and leasing companies following the upgrade of the country's
foreign and local currency Issuer Default Ratings to 'BB+' from
'BB' and the Country Ceiling Rating to 'BBB-' from 'BB+'.  The
Outlook is Stable for the IDRs and National ratings.

The ratings actions of:

    -- Banco ABC Brasil,
    -- Banco ABN AMRO Real,
    -- ABN Amro Arrendamento Mercantil,
    -- Sudameris Arrendamento Mercantil,
    -- Banco de Investimento Credit Suisse (Brasil),
    -- Banco Pecunia,
    -- Banco Rabobank International Brasil,
    -- Banco Santander Banespa,
    -- Banco Standard de Investimentos,
    -- Banco Votorantim and BV Leasing - Arrendamento Mercantil
    -- and Banco UBS Pactual

are support-driven and reflect the financial strength of their
respective ultimate parents, all of which carry an investment-
grade ratings.  The Support ratings of '3' on these banks
reflect Fitch's belief that their parents have both the capacity
and willingness to support these entities.

The sovereign upgrade reflects the significant improvement in
Brazil's external balance sheet underpinned by prudent
macroeconomic policies and a rise in domestic savings despite
the still high public debt burden.  This, together with the
benefits of economic stabilization and decreasing inflation on
the operating environment for the Brazilian banking system, will
enable the strongest institutions to further expand operations
and diversify earnings stream.

Banco da Amazonia aka Basa acts as a retail bank and regional
development bank for the states of Para, Amazonas, Rondonia,
Roraima, Acre, Amapa, Tocantins, Mato Grosso and part of
Maranhao.  The national treasury of Brazil controls about 96.9%
of the company's capital.


BANCO DO BRASIL: Fitch Affirms Individual Rating at C/D
-------------------------------------------------------
Fitch Ratings upgraded these ratings of Banco do Brasil S.A.:

   -- Foreign currency IDR upgraded to 'BBB-' from 'BB+'
   -- Short-term foreign currency upgraded to 'F3' from 'B'
   -- Local currency IDR upgraded to 'BBB-' from 'BB+'
   -- Short-term local currency upgraded to 'F3' from 'B'
   -- Individual rating affirmed at 'C/D'
   -- Support rating affirmed at '3'
   -- National Long-term rating affirmed at 'AA-(bra)'
   -- National Short-term rating affirmed at 'F1+(bra)'

Fitch said the Outlook is stable.

Fitch Ratings has upgraded several Brazilian banks, insurance
and leasing companies following the upgrade of the country's
foreign and local currency Issuer Default Ratings to 'BB+' from
'BB' and the Country Ceiling Rating to 'BBB-' from 'BB+'.  The
Outlook is Stable for the IDRs and National ratings.

The ratings actions of:

    -- Banco ABC Brasil,
    -- Banco ABN AMRO Real,
    -- ABN Amro Arrendamento Mercantil,
    -- Sudameris Arrendamento Mercantil,
    -- Banco de Investimento Credit Suisse (Brasil),
    -- Banco Pecunia,
    -- Banco Rabobank International Brasil,
    -- Banco Santander Banespa,
    -- Banco Standard de Investimentos,
    -- Banco Votorantim and BV Leasing - Arrendamento Mercantil
    -- and Banco UBS Pactual

are support-driven and reflect the financial strength of their
respective ultimate parents, all of which carry an investment-
grade ratings.  The Support ratings of '3' on these banks
reflect Fitch's belief that their parents have both the capacity
and willingness to support these entities.

The upgrades of the local currency IDRs and National ratings of:

    -- Banco Bradesco,
-- Bradesco Leasing Arrendamento Mercantil,
-- Banco Itau Holding Financeira,
-- Banco Itau,
-- Banco Itau BBA, Banco Itaubank,
-- ItauBank Leasing,
-- and Unibanco

reflect the banks' intrinsic financial strength, which will
benefit from the improved operating environment.  The upgrades
of Support ratings of Banco Bradesco, Banco Itau Holding, Banco
Itau BBA and Unibanco are driven by their systemic importance
and the sovereign's increased ability to provide such support.

The upgrades of the IDRs and National ratings of Banco do Brasil
and Basa as well as the upgrade of the National and support
ratings of the Caixa Economica Federal and BNDES are driven by
higher potential support from local authorities as well as the
improvement of the sovereign profile.

The sovereign upgrade reflects the significant improvement in
Brazil's external balance sheet underpinned by prudent
macroeconomic policies and a rise in domestic savings despite
the still high public debt burden.  This, together with the
benefits of economic stabilization and decreasing inflation on
the operating environment for the Brazilian banking system, will
enable the strongest institutions to further expand operations
and diversify earnings stream.

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


BANCO NACIONAL: Loans Increase to BRL56.5 Billion in April
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social S.A. said
in a statement that it issued new loans for BRL56.5 billion in
the 12 months ended April 2007, about 24% greater than the
previous 12-month period.

Business News Americas relates that Banco Nacional's loan
approvals rose 49% to BRL82.9 billion in the 12-month period
ended April 2007, compared to the previous 12-month period.  
Applications grew 32% to BRL117 billion.

According to BNamericas, Banco Nacional's lending to
infrastructure projects increased 5% to BRL17.9 billion in the
12 months ended April 2007, from the 12 months ended April 2006.  
Lending to agribusinesses fell 1% to BRL3.70 billion.  Lending
for social projects rose 68% to BRL2.30 billion.

The report says that small and medium-sized enterprises received
BRL8.80 billion from Banco Nacional from May 2006-April 2007,
about 17% greater than the previous 12 months.

Banco Bradesco passed along BRL5.90 billion in Banco Nacional
loans in the 12 months ended April 2007, followed by federal
bank Banco do Brasil with BRL5.40 billion and Unibanco with
BRL2.90 billion.  Brazilian financial institutions handled
BRL24.8 billion of new Banco Nacional loans, with BRL9.40
billion going to small and medium-sized enterprises, BNamericas
states.

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

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BENQ CORP: Inks Memorandum of Intent to Sell Brazilian Plant
------------------------------------------------------------
BenQ said in a statement that it has signed a memorandum of
intent to sell its Brazilian plant that produces mobile phone
handsets.

Business News Americas relates that BenQ signed the memorandum
to transfer control of the factory and research center in Manaus
to entrepreneurs Enzo Monzani and Conrado Will, the owners of
retail clothes chain Zoomp.

According to BenQ's statement, the value of the deal has not
been disclosed.

A BenQ spokesperson told BNamericas that Denise Santos,
president of BenQ's Manaus unit, said the workers will resume
work and there would be no lay-offs.

Rumors that BenQ might shut down the Manaus unit intensified in
2006 when a local trade union official stated that the firm had
fired 310 workers at the plant, BNamericas reports.

BenQ said in a statement that despite good handset sales in
Brazil -- chiefly in the retail market -- the problems that BenQ
has been experiencing worldwide affected the Brazilian unit.

BenQ lost almost US$1 billion worldwide from the handset unit
since the firm acquired the handset division of Germany's
Siemens in 2005.  Meanwhile, BenQ reported US$13 billion global
revenues last year, BNamericas states.

Headquartered in Taiwan, Republic of China, BenQ Corp., Inc. --
http://www.benq.com/-- is principally engaged in manufacturing,   
developing, and selling of computer peripherals and
telecommunication products.  It is also a major provider of 3G
handsets, camera phones, and other products.

BenQ Mobile GmbH & Co., the company's German-based wholly owned
subsidiary, filed for insolvency in Munich on Sept. 29, 2006,
after BenQ Corp.'s board decided to discontinue capital
injection into the mobile unit in order to stem unsustainable
losses.  The collapse follows a year after Siemens sold the
company to Taiwanese technology group BenQ.  BenQ Mobile has
lost market share against giant competitors.

A Munich Court opened insolvency proceedings against BenQ Mobile
GmbH & Co OHG on Jan. 1 after the company failed to secure a
buyer by the Dec. 31, 2006 deadline.

                          *     *     *

The Troubled Company Reporter - Asia Pacific reported on
Dec. 5, 2006, that Taiwan Ratings Corp., assigned its long-term
twBB+ and short-term twB corporate credit ratings to BenQ Corp.  
The outlook on the long-term rating is negative.  At the same
time, Taiwan Ratings assigned its twBB+ issue rating to BenQ's
existing NT$7.05 billion unsecured corporate bonds due in
2008, 2009, and 2010.  The ratings reflect BenQ's continuing
operating losses from its handset operations and high leverage,
and the competitive nature and low profitability of the LCD
monitor industry.


CAIXA ECONOMICA: Net Profits Increase to BRL778MM in First Qtr.
---------------------------------------------------------------
Caixa Economica Federal said in a statement that its net profits
increased 11.2% to BRL778 million in the first quarter 2007,
from the first quarter 2006.

Business News Americas relates that Caixa Economica's service
fee income grew 19.9% to BRL1.68 billion in the first quarter
2007, from the same quarter last year.  Its net interest income
dropped 1.92% to BRL6.99 billion.

According to BNamericas, Caixa Economica increased lending by
19.5% to BRL12.3 billion during the 12 months ended March 2007,
compared to the prior 12-month period.  Its retail lending grew
22.1% to BRL6.20 billion.  Caixa Economica's payroll and
retirement loans increased 34.3% in the 12 months and overdraft
credit protection 26.2%, the two highest-growing segments in the
retail loan book.

Caixa Economica's savings deposits increased 17.9% to BRL63.4
billion in the 12 months ended March 2007, compared to the prior
12-month period, BNamericas states.

Apart from its commercial banking activities, Caixa Economica
Federal is responsible for executing policies in the areas of
housing and basic sanitation, the administration of social funds
and programs and federal lotteries.  Caixa Economica Federal is
Brazil's second largest financial institution and is the fourth
largest bank in Latin America.  According to a 2002 ranking of
Latin American banks undertaken by Caracas-based SOFTline, it
had US$36.3 billion (11.7%) in assets, deposits valued at
US$21.7 billion and loans worth US$7 billion as of 2002.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Moody's Investors Service upgraded these ratings
of Caixa Economica Federal:

   -- long-term foreign currency deposits to Ba3 from Ba1; and

   -- long- and short-term global local currency deposit ratings
      to A1/Prime-1 from A3/Prime-2.

Moody's said the ratings outlook was stable.


CAIXA ECONOMICA: Will Securitize BRL2 Billion in Home Loans
-----------------------------------------------------------
Caixa Economica Federal said in a statement that it will
securitize BRL2 billion in home loans over the next 12 months.

Business News Americas relates that Caixa Economica will offer
the securitized loans to institutional and retail investors.  It
will make at least BRL17.4 billion in new home loans available
in 2007.  The firm is the largest home loan provider in Brazil.

According to BNamericas, Brazil's securitization market failed
to take off as many banks have difficulty lending the 65% of
savings deposits as home loans required by law.  They are
hesitant to use an instrument that would lower the amount of
home loans in their portfolios.

Home loans won't significantly add to the bottom line for
another three years, but Caixa Economica's venture into
securitization is encouraging even if private sector banks don't
follow suit, Unibanco Corretora analyst Carlos Macedo told
BNamericas.

Apart from its commercial banking activities, Caixa Economica
Federal is responsible for executing policies in the areas of
housing and basic sanitation, the administration of social funds
and programs and federal lotteries.  Caixa Economica Federal is
Brazil's second largest financial institution and is the fourth
largest bank in Latin America.  According to a 2002 ranking of
Latin American banks undertaken by Caracas-based SOFTline, it
had US$36.3 billion (11.7%) in assets, deposits valued at
US$21.7 billion and loans worth US$7 billion as of 2002.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Moody's Investors Service upgraded these ratings
of Caixa Economica Federal:

   -- long-term foreign currency deposits to Ba3 from Ba1; and

   -- long- and short-term global local currency deposit ratings
      to A1/Prime-1 from A3/Prime-2.

Moody's said the ratings outlook was stable.


GERDAU AMERISTEEL: Good Performance Cues S&P to Up Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tampa, Florida-based Gerdau Ameristeel Corp. to 'BB+'
from 'BB' and removed all ratings from CreditWatch, where they
were placed with positive implications on Jan. 17, 2007.

At the same time, S&P raised its rating on the company's senior
unsecured debt to 'BB+' from 'BB'.  The outlook is stable

"The upgrade reflects Ameristeel's solid financial performance,
improved balance sheet, and significant market position in long
steel products, demand for which has been particularly strong
during the current industry cycle," said Standard & Poor's
credit analyst Marie Shmurak.  "Benefiting from favorable steel
market conditions, Ameristeel has experienced strong
profitability and healthy cash flows that have allowed it to
finance growth, modernization, and efficiency initiatives while
reducing debt.  Ameristeel's improved cash flow and moderate
debt levels should enable the company to maintain credit
measures indicative of its rating throughout the steel business
cycle."

Gerdau Ameristeel is the second-largest minimill steel producer
in North America.

"We expect Gerdau Ameristeel to continue to realize strong
results for the near term.  However, we remain concerned about
the longer-term implications for the domestic steel industry
from expanded global steel capacity, coupled with the industry's
increased cost base, which we view as more permanent in nature,"
Ms. Shmaruk said.  "We are unlikely to revise the outlook to
positive, unless the company can continue to expand its
operations or product mix to enhance its business profile or
communicate a much more conservative financial policy to weather
the intense cycles of the industry.  We could revise the outlook
to negative if steel prices declined because of a recession or
flood of imported steel or if a prolonged strike at its
facilities significantly impaired production."

Gerdau Ameristeel -- http://www.gerdauameristeel.com/-- (NYSE:  
GNA; TSX:GNA.TO) is the second largest minimill steel producer
in North America with annual manufacturing capacity of over 9
million tons of mill finished steel products.  Through its
vertically integrated network of 17 minimills (including one
50%-owned joint venture minimill), 17 scrap recycling facilities
and 51 downstream operations (including seven joint venture
fabrication facilities), Gerdau Ameristeel serves customers
throughout North America.  The company's products are generally
sold to steel service centers, to steel fabricators, or directly
to original equipment manufacturers for use in a variety of
industries, including construction, automotive, mining, cellular
and electrical transmission, metal building manufacturing and
equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.


GLOBAL CROSSING: Has Good Chance for Upselling on Global Scale
--------------------------------------------------------------
Global Crossing Ltd.'s Chairperson for Latin American operations
told Business News Americas that the firm and its recently
acquired Impsat Fiber Networks "have tremendous opportunities
for upselling on a global scale."

Mr. Rios commented to BNamericas, "In Latin America we have been
able to offer our regional customers a limited amount of
enterprise services and now with the footprint of Impsat and the
full global IP solution and hosting center that they have we're
going to be able to offer a lot more services."

The integration of Global Crossing and Impsat will be simple, as
they have been working together since 2000, BNamericas notes,
citing Mr. Rios.

According to BNamericas, Impsat Fiber will affect Global
Crossing's "bottom and top lines if one considers the" US$270-
million revenues and US$70 million in positive Ebitda that
Impsat Fiber reporter in 2006.

Mr. Rios told BNamericas, "This is accretive for Global Crossing
in every single way... When you add up what Global Crossing
Latin America had as a whole and what Impsat now adds it puts it
[Global Crossing Latin America] on the map for both revenues and
profitability and now it gives us the opportunity to offer value
added services to our customers worldwide."

The report says that Global Crossing previously did not provide
a breakdown of its Latin American revenues.  However, the
company will start disclosing breakdowns from now on.  

BNamericas relates that as a specialist in enterprise services,
Impsat Fiber is perfect for Global Crossing.

Mr. Rios commented to BNamericas, "Our enterprise global
services offering has grown monumentally in the last four or
five years.  Initially we only had the carrier side, then we
decided to really develop the enterprise side and now it
accounts for more than 40% of our total revenues."

Mr. Rios admitted to BNamericas that Global Crossing clients for
enterprise services in Latin America "paled," compared to Impsat
Fiber's 4,000 subscribers -- 90% of them are for enterprise
services.

Impsat Fiber brings 1,200 more workers to Global Crossing's 150
throughout the entire region, including Miami.  Impsat Fiber
also adds a strong customer base in Colombia and Ecuador, where
Global Crossing didn't have operations, while Global Crossing
opens up Mexico, Central America and the Caribbean for Impsat
Fiber, BNamericas states.

                      About Impsat Fiber

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.

                     About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides   
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2006, Global Crossing Ltd.'s balance sheet showed a
US$195 million stockholders' deficit, compared to a
US$173 million stockholders' deficit at Dec. 31, 2005.


IMPSAT FIBER: Has Good Chance for Upselling on Global Scale
-----------------------------------------------------------
Global Crossing Ltd.'s Chairperson for Latin American operations
told Business News Americas that the firm and its recently
acquired Impsat Fiber Networks "have tremendous opportunities
for upselling on a global scale."

Mr. Rios commented to BNamericas, "In Latin America we have been
able to offer our regional customers a limited amount of
enterprise services and now with the footprint of Impsat and the
full global IP solution and hosting center that they have we're
going to be able to offer a lot more services."

The integration of Global Crossing and Impsat will be simple, as
they have been working together since 2000, BNamericas notes,
citing Mr. Rios.

According to BNamericas, Impsat Fiber will affect Global
Crossing's "bottom and top lines if one considers the" US$270-
million revenues and US$70 million in positive Ebitda that
Impsat Fiber reporter in 2006.

Mr. Rios told BNamericas, "This is accretive for Global Crossing
in every single way... When you add up what Global Crossing
Latin America had as a whole and what Impsat now adds it puts it
[Global Crossing Latin America] on the map for both revenues and
profitability and now it gives us the opportunity to offer value
added services to our customers worldwide."

The report says that Global Crossing previously did not provide
a breakdown of its Latin American revenues.  However, the
company will start disclosing breakdowns from now on.  

BNamericas relates that as a specialist in enterprise services,
Impsat Fiber is perfect for Global Crossing.

Mr. Rios commented to BNamericas, "Our enterprise global
services offering has grown monumentally in the last four or
five years.  Initially we only had the carrier side, then we
decided to really develop the enterprise side and now it
accounts for more than 40% of our total revenues."

Mr. Rios admitted to BNamericas that Global Crossing clients for
enterprise services in Latin America "paled," compared to Impsat
Fiber's 4,000 subscribers -- 90% of them are for enterprise
services.

Impsat Fiber brings 1,200 more workers to Global Crossing's 150
throughout the entire region, including Miami.  Impsat Fiber
also adds a strong customer base in Colombia and Ecuador, where
Global Crossing didn't have operations, while Global Crossing
opens up Mexico, Central America and the Caribbean for Impsat
Fiber, BNamericas states.

                     About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

                      About Impsat Fiber

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, 2006, 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.


NOVELIS INC: Gets Ontario Court Approval to Acquire Hindalco
------------------------------------------------------------
Novelis Inc. has received approval from the Ontario Superior
Court of Justice for sale of the company to Hindalco Industries
Limited.

Under the terms of the transaction, Hindalco, through its
subsidiary, will acquire Novelis for US$44.93 per common share
in cash.  Total enterprise value is estimated at US$6.0 billion,
including debt.  Upon completion of the arrangement, Novelis
will become a subsidiary of Hindalco.

Hindalco and Novelis have received shareholder and court
approval and all required regulatory consents, which are
conditions to the completion of the transaction.  Novelis
expects the transaction to be completed on May 15, 2007.

                        About Hindalco

Based in Mumbai, India, Hindalco Industries Limited --
http://www.hindalco.com/-- is Asia's largest integrated primary  
producer of aluminum and a leading integrated producer of
copper.  Hindalco recorded revenues of approximately US$4.3
billion for the fiscal year ended March 31, 2007.  The company's
integrated operations and operating efficiency have positioned
the company among the most cost-efficient aluminum producers
globally.  Hindalco's stock is publicly traded on the Bombay
Stock Exchange, the National Stock Exchange of India Limited and
the Luxembourg Stock Exchange.

                        About Novelis

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional     
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock. The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for its customers.

Novelis also has operations in Germany, Switzerland and Korea.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Fitch Ratings placed the Issuer Default Ratings
of 'B' for Novelis Inc. and its subsidiary Novelis Corp. on
Rating Watch Negative.  The company's senior secured bank debt
ratings and senior unsecured debt ratings were affirmed as:

Novelis Inc.

   -- Senior secured revolver and term loan at 'BB/Recovery
      Rating 1'; and

   -- Senior unsecured notes at 'B/RR4'.

Novelis, Corp.

   -- Senior secured revolver and term loan B at 'BB/RR1'.

As reported in the Troubled Company Reporter-Latin America on
Dec. 15, 2006, Standard & Poor's Ratings Services affirmed all
of its ratings on Novelis Inc., including the 'BB-' long-term
corporate credit rating, and removed the ratings from
CreditWatch with negative implications, where they were placed
April 7, 2006.  S&P said the outlook is negative.


PETROLEO BRASILEIRO: Closes Ethanol Sale Contract with Venezuela
----------------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA's fuel
distribution director Paulo Roberto Costa told reporters in
Brazil that it has closed a one-year contract to sell ethanol to
Venezuela.

Mr. Costa commented to Business News Americas, "We are preparing
a deal to start shipping 20 million to 30 million liters a month
of ethanol to Venezuela.  It is a one-year contract but it can
be extended for one more year."

Mr. Costa said that Petroleo Brasileiro exported about 12
million liters of ethanol to the US in April, BNamericas notes.  
The company will ship some 20 million liters of ethanol in
coming days to Nigeria.

Meanwhile, an ethanol export deal with Japan has not yet been
signed, according to BNamericas.

"The contract was not signed because Japan has to change its
laws, establish infrastructure for ethanol and make their
costumers aware of its importance," Mr. Costa explained to
BNamericas.

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.


PETROLEO BRASILEIRO: May Make Record Net Profit in Second Qtr.
--------------------------------------------------------------
Brazilian state-run oil firm Petroleo Brasileiro SA fuel
distribution director Paulo Roberto Costa told reporters that
the company could make a record net profit in the second quarter
2007.

Mr. Costa commented to Business News Americas, "In Q1 [first
quarter], we reached a deal with the Petros pension fund of
around BRL1 billion [US$497 million] and oil prices fell during
the period.  We don't believe this will happen again."

Oil prices have risen, BNamericas notes, citing Mr. Costa.

Petroleo Brasileiro's net profits decreased 38% to BRL4.13
billion net profits in the first quarter 2007, compared to
BRL6.68 billion year-over-year, on amended benefits under its
pension plan, reduced oil prices and increased selling costs,
BNamericas states.

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.




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


CANDK HOLDINGS: Proofs of Claim Filing Ends on May 26
-----------------------------------------------------
Candk Holdings Inc.'s creditors are given until May 26, 2007, to
prove their claims to John Cullinane and Derrie Boggess, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Candk Holdings' shareholder agreed on April 26, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

       John Cullinane
       Derrie Boggess
       c/o Walkers SPV Limited
       Walker House, 87 Mary Street
       George Town, Grand Cayman KY1-9002
       Cayman Islands
       Telephone: (345) 914-6305


COMBINATORICS MASTER: Sets Final Shareholders Meeting for May 18
----------------------------------------------------------------
Combinatorics Focus Master Fund Ltd. will hold its final
shareholders meeting on May 18, 2007, at 3:00 p.m., at:

         Ansbacher House
         2nd Floor, #20 Genesis Close
         P.O. Box 1344
         George Town, Grand Cayman KY1-1108
         Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) hearing any explanation that may be given by the
      liquidator.
   
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         DMS Corporate Services Ltd.
         Attention: Angela Nightingale
         Ansbacher House
         P.O. Box 1344
         Grand Cayman KY-1108
         Cayman Islands
         Telephone: (345) 946 7665
         Fax: (345) 946 7666


COMBINATORICS FOCUS: Final Shareholders Meeting Is on May 18
------------------------------------------------------------
Combinatorics Focus Fund Ltd. will hold its final shareholders
meeting on May 18, 2007, at 3:30 p.m., at:

         Ansbacher House
         2nd Floor, #20 Genesis Close
         P.O. Box 1344
         George Town, Grand Cayman KY1-1108
         Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) hearing any explanation that may be given by the
      liquidator.
   
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         DMS Corporate Services Ltd.
         Attention: Angela Nightingale
         Ansbacher House
         P.O. Box 1344
         Grand Cayman KY-1108
         Cayman Islands
         Telephone: (345) 946 7665
         Fax: (345) 946 7666


GREEN ROCK: Proofs of Claim Filing Ends on May 25
-------------------------------------------------
Green Rock Company's creditors are given until May 25, 2007, to
prove their claims to John Cullinane and Derrie Boggess, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Green Rocks' shareholders agreed on Feb. 5, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

       John Cullinane
       Derrie Boggess
       c/o Walkers SPV Limited
       Walker House, 87 Mary Street
       George Town, Grand Cayman KY1-9002
       Cayman Islands
       Telephone: (345) 914-6305


HANTEC SUPERFX: Proofs of Claim Filing Deadline Is June 4
---------------------------------------------------------
Hantec Superfx Fund's creditors are given until June 4, 2007, to
prove their claims to Tang Yu Lap and Lee Kai Lam Cecilia, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Hantec Superfx's shareholder decided to place the company into
voluntary liquidation under The Companies Law (2004 Revision) of
the Cayman Islands.

The liquidator can be reached at:

       Walkers
       Attention: Matthew Goucke
       c/o Walkers, Walker House
       87 Mary Street, George Town
       Grand Cayman KY1-9001
       Cayman Islands
       Tel: 345 914 6332
       Fax: 345 814 8332
       E-mail: matthew.goucke@walkersglobal.com


HWP HOLDINGS: Proofs of Claim Filing Is Until May 26
----------------------------------------------------
HWP Holdings Inc.'s creditors are given until May 26, 2007, to
prove their claims to John Cullinane and Derrie Boggess, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

HWP Holdings' shareholder agreed on April 26, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

       John Cullinane
       Derrie Boggess
       c/o Walkers SPV Limited
       Walker House, 87 Mary Street
       George Town, Grand Cayman KY1-9002
       Cayman Islands
       Telephone: (345) 914-6305


KINSHICHO PROJECT: Proofs of Claim Filing Ends on May 24
--------------------------------------------------------
Kinshicho Project Holdings Inc.'s creditors are given until
May 24, 2007, to prove their claims to John Cullinane and Derrie
Boggess, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Kinshicho Project's shareholder agreed on Jan. 31, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

       John Cullinane
       Derrie Boggess
       c/o Walkers SPV Limited
       Walker House, 87 Mary Street
       George Town, Grand Cayman KY1-9002
       Cayman Islands
       Telephone: (345) 914-6305


SPYGLASS CAPITAL: Sets Final Shareholders Meeting for June 8
------------------------------------------------------------
Spyglass Capital Offshore will hold its final shareholders
meeting on June 8, 2007, at 3:00 p.m., at:

          Ansbacher House, 2nd Floor
          #20 Genesis Close
          P.O. Box 1344
          George Town, Grand Cayman KY1-1108
          Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         DMS Corporate Services Ltd.
         Attention: Jenny Suto
         Ansbacher House, P.O. Box 1344
         Grand Cayman, KY-1108
         Telephone: (345) 946 7665
         Fax: (345) 946 7666


TCW EM: Will Hold Final Shareholders Meeting on July 12
-------------------------------------------------------
TCW EM Ltd. will hold its final shareholders meeting on
July 12, 2007, at:

         Queensgate House, George Town
         Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) hearing any explanation that may be given by the
      liquidators.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         Chris Marett
         Emile Small
         Maples Finance Limited
         P.O. Box 1093
         George Town, Grand Cayman
         Cayman Islands




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


BUCYRUS INTERNATIONAL: Underwriters Purchase 692,100 Shares
-----------------------------------------------------------
Bucyrus International, Inc., declared that the underwriters of
its previously announced public offering of 4,614,000 shares of
its Class A common stock have exercised in full their option to
purchase an additional 692,100 shares of Class A Common Stock at
a price to the public of US$66.35 per share.  After deducting
underwriting discounts and commissions and estimated offering
expenses, Bucyrus expects net proceeds from the sale of the
additional shares to be approximately US$44.0 million, which
will be used by Bucyrus to further reduce its borrowings under
its new term loan facility used to finance the acquisition of
DBT GmbH.  The sale of these shares is expected to close on
May 15, 2007.

On May 10, 2007, Bucyrus announced that it had priced its public
offering of 4,614,000 shares of Class A common stock at US$66.35
per share.  The net proceeds from the sale of those shares will
be approximately US$292.3 million, after deducting underwriting
discounts and commissions and estimated offering expenses, all
of which will be used by Bucyrus to repay a portion of its new
term loan facility.  The sale of those shares is also expected
to close on May 15, 2007.

The offering was marketed through a group of underwriters,
including Lehman Brothers Inc. as sole-book running manager.  
The offering is being made only by means of a prospectus and the
related prospectus supplement.  The prospectus and the related
prospectus supplement may be obtained from:

        Lehman Brothers Inc.
        C/o Broadridge, Integrated Distribution Services
        1155 Long Island Avenue
        Edgewood, NY 11717

An electronic copy of the prospectus and the related prospectus
supplement also will be available from the U.S. Securities and
Exchange Commission's Web site at http://www.sec.gov/

                About Bucyrus International

Bucyrus International -- http://www.bucyrus.com/-- is a leading   
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement
parts and services for these machines.  For the 12 months ended
Sept. 30, 2006, Bucyrus had sales of US$705 million.  Bucyrus is
headquartered in South Milwaukee, Wisconsin.  DBT has eight
facilities around the world and approximately 3,200 employees.
The company has operations in Brazil, Chile, China and Europe.

                        *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service confirmed the corporate family rating
of Bucyrus International, Inc. at Ba3.  Moody's also assigned
Ba3 ratings to Bucyrus: (i) US$400 million revolving credit
facility; (ii) EUR50 million revolving credit facility; and
(iii) US$825 million secured term loan.  Bucyrus' rating outlook
is stable.  The action concludes the ratings review initiated on
Dec. 18, 2006.


GOODYEAR TIRE: S&P Puts B- Certs. Ratings Under Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
the class A-1 and A-2 certificates from the $46 million
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust on CreditWatch with positive
implications.

The rating action follows the May 10, 2007, placement of the
rating on the underlying securities, the 7% notes due
March 15, 2028, issued by Goodyear Tire & Rubber Co., on
CreditWatch with positive implications.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a pass-through transaction, and
its ratings are based solely on the rating assigned to the
underlying collateral, Goodyear Tire & Rubber Co.'s 7% notes due
March 15, 2028.

The Goodyear Tire & Rubber Company -- http://www.goodyear.com/
-- (NYSE:GT) is one of the world's largest tire companies.  The
company manufactures tires, engineered rubber products and
chemicals in more than 90 facilities in 28 countries around the
world.  Goodyear employs more than 75,000 people worldwide.

Goodyear's locations include, but not limited to, the U.S.,
Australia, China, Korea, Austria, France, Germany, Italy,
Russia, Spain, United Kingdom, Argentina, Brazil, Chile,
Colombia, Jamaica, Mexico, and Peru.


WARNER MUSIC: To Cut 400 Jobs to Realign Workforce
--------------------------------------------------
Warner Music Group Corp., on May 8, 2007, disclosed plans to
implement changes intended to better align its work force with
the changing nature of the music industry by the end of fiscal
year 2007.  To implement the changes, the company expects to
reduce its headcount by about 400 employees.  It expects
majority of any cost savings to be offset by new hirings and
ongoing investment focused on new business initiatives such as
the company's ongoing digital and video business initiatives.

In connection with these reductions, the company expects to
incur a charge ranging from US$55 million to US$65 million for
severance and related benefits.  In addition, the company
expects to incur implementation charges ranging from US$10
million to US$15 million related to consulting fees, costs of
temporary workers and stay bonuses.  All of these restructuring
and implementation costs will be paid in cash.

The changes are part of the company's continued evolution from a
traditional record and songs-based business to a music-based
content company and its ongoing management of its cost
structure. The changes include a continued redeployment of
resources to focus on new business initiatives to help the
company diversify its revenue streams, including digital
opportunities.  The realignment plan is also designed to improve
the operating effectiveness of the company's current businesses
and to realign its management structure to, among other things,
effectively address the continued development of digital
distribution channels along with the decline of industry-wide CD
sales.

The company intends to enhance its effectiveness, flexibility,
structure and performance by reducing and realigning long-term
costs.  This will primarily consist of the reorganization of
management structures to more adequately and carefully address
regional needs and new business requirements, to reduce
organizational complexity and to improve leadership channels.

The company also intends to continue to shift resources from its
physical sales channels to efforts focused on digital
distribution and emerging technologies and other new revenue
streams.  Part of the plan will also result in the outsourcing
of some back-office functions as a cost-savings measure.

The company also expects to incur substantially all of the costs
associated with the restructuring plan by the end of the current
fiscal year.  Total costs of the restructuring plan are
estimated to range from US$65 million to US$80 million.  About
US$12 million of restructuring costs were incurred in the
company's fiscal second quarter of 2007, consisting primarily of
the elimination of duplicative positions and redirecting of
resources to growth areas of its businesses in Europe.

                   About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--  
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries, including
the Philippines.  In Latin America, Warner Music has affiliates
in Argentina, Brazil, Chile, Columbia and Mexico.  Warner Music
is home to a collection of record labels in the music industry
including Asylum, Atlantic, Bad Boy, Cordless, East West,
Elektra, Lava, Maverick, Nonesuch, Reprise, Rhino, Rykodisc,
Sire, Warner Bros., and Word.

                        *     *     *

On Feb. 27, 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.

Warner Music Group Corp. carries Fitch Ratings' BB- issuer
default rating assigned in May 2006.




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


BANCOLOMBIA: Earns COP48.4 Billion Net Income in April 2007
-----------------------------------------------------------
Bancolombia S.A. reported unconsolidated net income of COP48,433
million during the past month of April.

During April, total net interest income, including investment
securities amounted to COP156,792 million.  Additionally, total
net fees and income from services totaled COP50,579 million for
the month.

Total assets amounted to COP29.06 trillion, total deposits
totaled COP19.37 trillion and Bancolombia's total shareholders'
equity amounted to COP3.40 trillion.

Bancolombia's (unconsolidated) level of past due loans as a
percentage of total loans was 2.75% as of April 30, 2007, and
the level of allowance for past due loans was 127.51%.

                         Market Share

According to ASOBANCARIA (Colombia's national banking
association), Bancolombia's market share of the Colombian
Financial System in April 2007 was as follows:

   -- 18.1% of total deposits,
   -- 20.3% of total net loans,
   -- 19.2% of total savings accounts,
   -- 21.2% of total checking accounts and
   -- 12.9% of total time deposits.

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


BANCOLOMBIA: Launches US$400 Mil. Offering of Subordinated Notes
----------------------------------------------------------------
Bancolombia S.A. has commenced an offering of US$400 million in
aggregate principal amount of its subordinated notes due 2017.

UBS Securities LLC will be acting as the global coordinator and
J.P. Morgan Securities Inc. and UBS Securities LLC will be
acting as the joint book-running managers for the Notes
Offering.

The Notes are being offered pursuant to an effective shelf
registration statement.  Bancolombia has filed a registration
statement (including a prospectus and prospectus supplement)
with the SEC for the Notes Offering.  Copies of the preliminary
prospectus supplement relating to the offering may be obtained
from:

        UBS Securities LLC
        677 Washington Blvd
        Stamford, CT 06901
        Tel: (203) 719-1556

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


BANCOLOMBIA S.A.: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service assigns a Baa3 foreign currency
subordinated debt rating to Bancolombia's issuance of
US$400 million foreign currency subordinated notes.  This rating
is under review for possible downgrade in line with the reviews
on Bancolombia's Baa1 and Prime-2 local currency deposit ratings
and D+ (plus) bank financial strength rating.

The Baa3 rating is the result of joint probabilities of default
that are incorporated in Bancolombia's credit risk rating, which
is indicated by its Baa1 global local currency deposit rating,
and Colombia's Ba1 foreign currency ceiling for bonds and notes.
Moody's noted that the subordination was taken into
consideration in the assignment of the bond ratings. The rating
pierces the country ceiling for bonds and notes in accordance
with Moody's piercing methodology.

Moody's BFSR for Bancolombia had been placed under review for
possible downgrade on December 28, 2006, following the
announcement of the bank's leveraged acquisition of a
controlling stake in Banco Agricola, S.A. of El Salvador.

The agency noted that the rating review is focused on the
potential impact of this acquisition on Bancolombia's overall
future performance and particularly its tangible common equity,
including any future equity financings, that would therefore
affect the bank's BFSR and local currency ratings. Should a
downgrade materialize, the foreign currency subordinated notes
would also be downgraded, to below an investment grade level.

Bancolombia is headquartered in Medellin, Colombia.  As of March
2007, the bank had total assets of COP36,462,754 million.

Rating assigned to Bancolombia, S.A.:

   -- Foreign currency subordinated debt rating, long term:
      Baa3, on review for possible downgrade

These ratings remain on review for possible downgrade

   -- Bank financial strength rating: D+
   -- Global local currency deposit ratings: Baa1/Prime-2


BANCOLOMBIA: Fitch Places BB Rating on Planned US$400 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB' to the
planned US$400 million of subordinated notes to be issued by
Bancolombia.  The rating is contingent upon receipt of final
documents conforming to information already received.  The
rating is one notch below Bancolombia's long-term foreign
currency Issuer Default Rating of 'BB+', affirmed on
May 2, 2007.

The unsecured subordinated notes will mature in 2017, will
accrue interest at a fixed rate and principal will be fully paid
in a single, bullet payment at maturity.  The notes will be
subordinated in right of payment to all of Bancolombia's
existing and future senior obligations.  In the event of
Bancolombia's bankruptcy, liquidation or dissolution under
Colombian law, the notes will rank at least pari-passu in right
of payment with all of Bancolombia's future subordinated
indebtedness and will be senior in right of payment only to the
holders of all classes of Bancolombia's share capital.

The notes may not be redeemed prior to maturity and interest
can not be deferred by Bancolombia hence, these notes are fully
considered debt-like under Fitch's capital assessment criteria
(Class A - 0% equity credit).  There is no right of acceleration
for the notes holders unless changes in Colombian banking laws
affect their eligibility for regulatory Tier II capital
consideration in Colombia and, such acceleration does not
conflict with prevailing Colombian banking laws.

The notes are being issued by Bancolombia as subordinated notes
under the laws of Colombia and will be governed by the law of
New York.  The notes are considered debt instruments by
Colombian and New York legislations; they are not covered by any
type of deposit insurance.

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


ECOPETROL: Colombia's Oil Production Drops 2.1% in First Quarter
----------------------------------------------------------------
Colombian state-run oil firm Ecopetrol said in a statement that
the nation's oil output decreased 2.1% to 518,500 barrels per
day in the first quarter 2007, from the first quarter 2006.

Business News Americas relates that Ecopetrol said the decrease
in production was mainly due to a "natural decline" of fields --
particularly Piedemonte Llanero -- and a delay in drilling work
due to a lack of equipment availability.

According to BNamericas, Ecopetrol and its partners aim to
produce up to 522,000 barrels per day of oil this year.

The report says that Ecopetrol's output increased 2.4% to
320,100 barrels per day in the first quarter 2007, from last
year's first quarter.  Ecopetrol's exports totaled US$620
million, compared to US$762 million year-on-year.

The combined gasoline and diesel consumption of Colombia rose
1.94% to 164,861 barrels daily in the first quarter 2007, from
the first quarter 2006, 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 BB 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: Inks Natural Gas Transport Pact with PDVSA & Chevron
---------------------------------------------------------------
Colombian state oil firm Ecopetrol has signed a 20-year natural
gas transport with Venezuelan counterpart Petroleos de Venezuela
SA aka PDVSA and US oil firm Chevron Corporation, Business News
Americas reports.

Ecopetrol said in a statement that Colombia will export 50
million cubic feet per day of gas during the first year, 150
million cubic feet a day in the following two years and 100
million cubic feet daily in the fourth.  Starting at the end of
the fourth year, Venezuela will supply Colombia with an average
of 150 million cubic feet per day for 16 years.  Supply will
begin with 16 million cubic feet a day and increase with
Colombian market needs.

BNamericas relates that the deal also involves additional
investment of US$140 million in 2007-08 to boost compression in
Colombia's La Guajira gas-producing fields, where Chevron works
with Ecopetrol.

A gas transport pipeline between the South American nations will
be completed in the second half of 2007, BNamericas states.

                        About Chevron

Chevron Corporation manages its investments in subsidiaries and
affiliates, and provides administrative, financial, management
and technology support to the United States and foreign
subsidiaries that engage in fully integrated petroleum
operations, chemicals operations, mining operations of coal and
other minerals, power generation and energy services.  
Exploration and production (upstream) operations consist of
exploring for, developing and producing crude oil and natural
gas, and also marketing natural gas.  Refining, marketing and
transportation (downstream) operations relate to refining crude
oil into finished petroleum products; marketing crude oil and
the many products derived from petroleum, and transporting crude
oil, natural gas and petroleum products by pipeline, marine
vessel, motor equipment and rail car.  Chemical operations
include the manufacture and marketing of commodity
petrochemicals, plastics for industrial uses, and fuel and
lubricant oil additives.

                 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 BB 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.




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


ALCATEL-LUCENT: Inks Definitive Agreement to Acquire NetDevices
---------------------------------------------------------------
Alcatel-Lucent entered into a definitive agreement to acquire
privately held NetDevices, a developer of services gateway
products for enterprise branch networks, based in Sunnyvale,
California.  NetDevices delivers a market recognized, innovative
and flexible enterprise networking platform known as a Unified
Service Gateway which is designed to reduce the cost and
complexity of managing branch office networks.  NetDevices was
founded in 2003 and has 45 employees located in Sunnyvale and
Bangalore, India.

"Today's enterprises are looking for ways to transform their
businesses through the deployment of networks and services that
enable their employees to work more efficiently, and their
customers to receive a higher level of satisfaction," said
Hubert de Pesquidoux, president of Alcatel-Lucent's enterprise
activities.  "Enterprises are quickly evolving to a converged
communications infrastructure of data, voice, and security
services running with high reliability and serviceability.  
Traditional architectures lack the flexibility and
programmability to deploy these new converged infrastructures in
a cost-effective way.  A fresh approach based on the innovative
enterprise platform from NetDevices combined with our core
strengths of voice and switching helps to deliver best in class
enterprise networks."

"NetDevices' services gateways bring all required services for a
branch office in a unified package, dramatically reducing the
network complexity for enterprise customers and small medium
business.  I am very excited that by joining forces with
Alcatel-Lucent, we can enhance the benefits of NetDevices'
solutions to our customers and create new opportunities for our
partners," said Seenu Banda, founder and CEO of NetDevices.  
"Alcatel-Lucent provides an ideal partnership with its global
sales, service, and the development capabilities. With this
agreement, NetDevices joins Alcatel-Lucent to complement its end
to end solutions, and to pursue our goal of delivering
innovative products to a large set of customers worldwide."

Upon close of the transaction, the NetDevices team and products
will be integrated into Alcatel-Lucent's Enterprise Business
Group, reporting into Tom Burns, president of Alcatel-Lucent's
Enterprise Solutions activities.

The acquisition is subject to various standard closing
conditions, including applicable regulatory approvals, and is
expected to close in the second quarter of Alcatel-Lucent's
fiscal year 2007.  The terms of the deal were not disclosed.

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.  

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.

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.

                        *     *     *

As reported on April 13, Fitch Ratings affirmed Alcatel-Lucent's
ratings at Issuer Default 'BB' with a Stable Outlook, senior
unsecured 'BB' and Short-term 'F2' and simultaneously withdrawn
them.

As of Feb. 7, 2007, Moody's Investor Services puts 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.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.




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


SUGAR COMPANY: Frome Achieves Output Target Ahead of Schedule
-------------------------------------------------------------
The Sugar Company of Jamaica's Frome factory has reportedly
attained its production target three weeks ahead of schedule,
Radio Jamaica reports.

The Sugar Company's National Workers Union President and
Director Vincent Morrison told Radio Jamaica that the goal was
achieved on May 11.

"The workers at Frome completed the budgeted program of 47,000
tons of sugar," Mr. Morrison commented to Radio Jamaica.  "In
fact I understand they were supposed to complete this tonnage by
the end of the month so it is actually three weeks before.  I
want to congratulate the workers at Frome and also the
management for the efforts they put in to achieve their targets
three weeks before time."

Sugar Company of Jamaica registered a net loss of almost US$1.1
billion for the financial year ended Sept. 30, 2005, 80% higher
than the US$600 million reported in the previous financial year.
Sugar Company blamed its financial deterioration to the
reduction in sugar cane production.  According to published
reports, the Jamaican government has taken responsibility for
the payment of the firm's debts.


SUGAR COMPANY: Roger Clarke Denies Bruce Golding's Claim
--------------------------------------------------------
Agriculture Minister Roger Clarke has rejected Jamaica Labor
Party leader Bruce Golding's claim that the government is
misleading the nation on the divestment of the Sugar Company's
assets, The Jamaica Observer reports.

As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Jamaica Labor Party leader Bruce Golding alleged
that the divestment of the Sugar Company's assets was not
working, accusing the Jamaican government of misleading the
country.  The government had been trying to divest its stake in
the Sugar Company, which had continually drained million of
dollars from the government.  Mr. Golding claimed that it wasn't
true that there were many interesting entities wanting to buy
the assets.  Mr. Golding criticized the government for failing
to adequately prepare for the changes in the sugar sector,
saying that though the government was warned by the European
Union five years ago that there would be a drop in the price it
pays for sugar, it didn't make any preparation to protect the
farmers from the expected loss in earnings.  

However, Minister Clarke told The Observer that Mr. Golding "is
being malicious and reckless" and must show a greater level of
responsibility in relation to a vital sector, which is the sugar
industry.

Minister Clarke said in a statement, "The suggestion that the
Government has not been truthful is malicious, reckless and
spurious, and betrays the extent to which a desperate Opposition
is prepared to play politics with matters which are serious and
vital to our social and economic development."

According to The Observer, Minister Clarke stressed "he had
always gone beyond the call of duty to be open about every
aspect of his portfolio."

Minister Clarke commented to The Observer, "I would have thought
that Mr. Golding would have availed himself of my accessibility
and openness, to obtain the facts about the divestment, rather
than making such a spectacle of himself."

Mr. Golding would have Jamaica believe that the participation of
the 11 entities in the divestment of the sugar factories wasn't
serious and that they had no intentions of buying the assets,
The Observer notes, citing Minister Clarke.

Minister Clarke told The Observer, "Nothing could be further
from the truth, and Mr. Golding is either mischievous in making
these assertions or he doesn't understand what the term
'expression of interest' means."

Minister Clarke said that after the evaluation was closed, the
government received at least five additional expressions of
interest, which were convincing enough to grant a reopening of
the extend the bidding to accommodate the interested parties,
according to The Observer.  The government has a responsibility
to make sure it attracts as many serious proposals for the
factories as possible.  The cabinet then ratified extending the
prequalification process to June 29, 2007.

Minister Clarke explained to The Observer, "The reopening of
prequalification might appear as procrastination.  However,
having been associated with previous unsuccessful attempts at
divesting the sugar industry, I have a responsibility to make
every effort to ensure that this one has every chance of
succeeding."

The new bidders were putting together their proposals, including
visits to the five factories, The Observer says, citing Minister
Clarke.  The minister commented, "I wonder if Mr. Golding's
outburst is simply a reflection of his bewilderment that the
response has been so overwhelming?"

The report says that Minister Clarke also described as hysteria
Mr. Golding's claim that the government failed to make
preparations to lessen the expected loss in earnings to sugar
farmers from an imminent change in the price that the European
Union will pay for sugar.

"The suggestion by Mr. Golding that we should have provided US$1
billion in price support to the industry to cushion the loss of
earnings is simply political posturing," Minister Clarke told
The Observer.

Sugar Company of Jamaica registered a net loss of almost US$1.1
billion for the financial year ended Sept. 30, 2005, 80% higher
than the US$600 million reported in the previous financial year.
Sugar Company blamed its financial deterioration to the
reduction in sugar cane production.  According to published
reports, the Jamaican government has taken responsibility for
the payment of the firm's debts.


WEST CORP: S&P Holds B+ Rating on US$135-Million Loan Add-On
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' loan and
'2' recovery ratings on the senior secured first-lien bank
facility of business process outsourcer Omaha, Nebraska-based
West Corp. (B+/Stable/--), following the announcement that the
company will add US$135 million to its first-lien term loan.

The bank loan rating is at the same level as the corporate
credit rating.  The '2' recovery rating indicates the
expectation for substantial (80%-100%) recovery of principal in
the event of a payment default.  Pro forma for the proposed add-
on term loan, the facility will consist of a US$250 million
revolving credit facility due 2012 and a US$2.4 billion term
loan B due 2013.

The company will use proceeds from the proposed add-on term loan
to finance the acquisition of Omnium Worldwide Inc.  Omnium is a
provider of revenue cycle management services to the insurance,
financial services, communications, and health care industries.

                      About West Corp.

Based in Omaha, Nebraska, West Corp. -- http://www.west.com--  
is a leading provider of business process outsourcing services.
The company reported revenues of US$1.7 billion for the 12-month
period ending June 30, 2006.  West operates through 3 business
segments: communication services (55% of revenues), conferencing
services (32% of revenues) and receivable management (13% of
revenues).  The company has operations in Mexico and Jamaica,
among other countries.


* JAMAICA: Omar Davies To Meet with Investors & Rating Agencies
---------------------------------------------------------------
Dr. Omar Davies, Jamaica's Finance and Planning Minister, has
traveled to the United States to attend a series of post-budget
meetings in Washington D.C. and New York with investors, rating
agencies and multi-lateral institutions, Radio Jamaica reports.

Radio Jamaica relates that Dr. Davies left Jamaica with the Bank
of Jamaica Governor Derrick Latibeaudiere and Financial
Secretary Colin Bullock.

Dr. Davies will inform the agencies on the 2007-2008 Budget as
well as the Jamaican government's medium term economic program,
the Finance Ministry told Radio Jamaica.

Radio Jamaica notes that Dr. Davies and Messrs. Latibeaudiere
and Bullock will meet with representatives from Moody's Investor
Service, Standard and Poors, Bear Stearns and Citibank in New
York, Commerbank, Credit Suisse, Deutshe Bank among other
financial houses.  In Washington, they will meet with
representatives of the International Monetary Fund and World
Bank.  The delegation returns to Jamaica on May 17.

The meeting is yearly and is in line with the Jamaican
government's commitment to transparency and predictability
through regular interaction with domestic and international
market players, Radio Jamaica states, citing Dr. Davies.

                        *     *     *

As reported on Mar. 9, 2007, Standard & Poor's Ratings Services
affirmed its 'B' ratings on Jamaica's long-term and short-term
sovereign credit, with stable outlook.




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


BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
----------------------------------------------------------------
Bally Total Fitness Holding Corporation disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission that it was unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2007, by the
May 10, 2007 deadline.

The company says that it has yet to complete the preparation of
its financial statements for the year ended Dec. 31, 2006.  The
company is currently evaluating the impact that certain errors
in historical member data and certain assumptions relating to
attrition estimates will have on the company's estimates of
deferred revenue.  The work associated with matters including
the foregoing deferred revenue estimates has delayed the
Company's preparation of its 2006 financial statements and its
completion of the financial and other information to be included
in the 2006 Form 10-K.

                   About Bally Total Fitness

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 over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                        *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.


BALLY TOTAL: Obtains Waiver & Forbearance Pacts with Noteholders
----------------------------------------------------------------
Bally Total Fitness Holding Corp. has secured limited waiver and
forbearance agreements from the requisite holders of its 10-1/2%
Senior Notes due 2011 and its 9-7/8% Senior Subordinated Notes
due 2007.

The waivers relate to the company's inability to file its Annual
Report on Form 10-K for fiscal 2006 and Quarterly Report on Form
10-Q for the first quarter of 2007 with the U.S. Securities and
Exchange Commission on a timely basis and che Company's non-
payment of interest on its Senior Subordinated Notes, each of
which are defaults under the indentures governing the notes.

Under terms of the agreements, noteholders will waive the
defaults and forbear from exercising any related remedies until
July 13, 2007, on terms similar to the recently executed
forbearance agreement under the Company's senior secured credit
facility.

That agreement required that forbearance arrangements be in
place with holders of a majority of the Senior Notes and at
least 75% of the Senior Subordinated Notes by May 14, 2007.  
Holders of more than 80% of the Senior Notes and the Senior
Subordinated Notes signed forbearance agreements with the
Company.

Don R. Kornstein, Bally's Chief Restructuring Officer and
interim Chairman, said, "We greatly appreciate the support of
our noteholders, which has enabled the Company to secure
forbearance agreements from all three of our key creditor
groups.  With these collective arrangements now in place, we can
continue to focus on completing the Company's 2006 financial
statements and negotiating a consensual restructuring to de-
lever the Company's balance sheet and establish a strong and
stable financial foundation for Bally Total Fitness."

                  About Bally Total Fitness

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 over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                        *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on $300 million
principal amount of senior subordinated notes.


CARDTRONICS INC: March 31 Balance Sheet Upside-Down by US$42.2MM
----------------------------------------------------------------
Cardtronics Inc. recorded US$363.6 million in total assets,
US$329.1 million in total liabilities, US$76.7 million in
redeemable preferred stock, and US$42.2 million in total
stockholders' deficit at March 31, 2007.

The company had a negative working capital of US$15.9 million at
March 31, 2007, with total current assets of US$30.7 million and
total current liabilities of US$46.6 million at March 31, 2007.

The company had a net loss for the first quarter of 2007 of
US$3.4 million, which compares to a net loss of US$3.1 million
for the same period in 2006.  The 2007 net loss amount reflects
the aforementioned incremental selling, general, and
administrative costs, as well as higher depreciation expense
amounts associated with the company's ongoing Triple-DES ATM
upgrade and replacement program.  The 2006 net loss amount
includes a US$2.8 million impairment charge related to a
previously acquired domestic ATM portfolio.

For the quarter ended March 31, 2007, its revenues totaled
US$74.5 million, representing a 7.8% increase over the US$69.1
million in revenues recorded during the first quarter of 2006.

The year-over-year increase in revenues was primarily
attributable to an increase in ATM operating revenues from the
company's United Kingdom operations as a result of additional
ATM deployments and higher withdrawal transactions per ATM when
compared to the same period in 2006.  Also contributing to the
increase was an increase in ATM operating revenues associated
with the company's Mexico operations, which also resulted from
additional ATM deployments.

                       Key Statistics

Average transacting ATMs for the first quarter of 2007 totaled
25,228, representing a decrease of 3.7% when compared to the
26,188 average transacting ATMs during the same period in 2006.

Average cash withdrawal transactions per ATM per month during
the first quarter of 2007 increased 7.9% to 412 from 382 during
the same period in 2006.  Capital expenditures during the
quarter totaled US$13.9 million.

"Our first quarter results were generally where we expected them
to be," commented Jack Antonini, chief executive officer of
Cardtronics.  "As previously communicated, we expect 2007 to be
a year of significant investment for Cardtronics as we look to
take advantage of what we believe are favorable trends in our
key markets.  On the domestic front, we have already converted
over 3,100 existing company-owned ATMs to our in-house
transaction-processing switch during 2007.  This conversion
effort, which is currently ahead of schedule, will ultimately
allow us to offer advanced functionality and services on all of
our domestic company-owned ATMs, and is critical to our
strategic initiative to offer additional ATM solutions to
financial institutions throughout the United States.  
Internationally, we deployed over 300 ATMs in high-volume retail
locations in the United Kingdom and Mexico during the quarter,
further building on the strong foundations that we have created
in those markets."

Recent highlights include:

   -- The conversion of over 3,100 company-owned ATMs to the
      company's in-house transaction processing switch during
      2007.

   -- Net growth during the quarter of over 130 machines, or
      9.5%, in the company's high-volume U.K. ATM fleet.  This
      represents a substantial increase in our growth rate in
      this important market.

   -- The successful rollout of approximately 190 additional
      ATMs in Mexico, the majority of which were deployed under
      the company's long-term agreements with OXXO and FRAGUA.

   -- The signing of a multi-year bank branding agreement with
      Guaranty Bank to brand 24 ATMs in CVS/pharmacy locations
      across the Minneapolis, Minnesota area.

   -- The announcement of the planned expansion of the company's
      Allpoint surcharge-free network to include the company's
      ATMs located in the U.K.

   -- The recent amendment of our credit facility, which, among
      other things, reduced the interest rate charged on amounts
      outstanding under the facility and increased the amount of
      capital expenditures that the company can incur on an
      annual basis.

                      Guidance for 2007

The company continues to expect revenues of US$310 million to
US$325 million, gross profits of US$79 million to US$83 million,
and adjusted EBITDA of US$53 million to US$57 million for the
year ending Dec. 31, 2007.  Furthermore, the company continues
to expect capital expenditures to total about US$55 million in
2007, net of minority interest.

                       About Cardtronics

Headquartered in Houston, Texas, Cardtronics Inc.--
http://www.cardtronics.com/-- is a non-bank owner/operator of  
ATMs with more than 25,000 locations.  The company operates in
every major U.S. market, at about 1,500 locations throughout the
U.K. and over 500 locations in Mexico.

                        *     *     *

Cardtronics Inc.'s 9-1/4% Senior Subordinated Notes due 2013
carry Moody's Investors Service's 'B3' rating and Standard &
Poor's 'B-' rating.


EPICOR SOFTWARE: Completes Offering with US$230 Million in Notes
----------------------------------------------------------------
Epicor Software Corporation disclosed that the underwriters of
its offering of US$200 million in aggregate principal amount of
2.38% convertible senior notes due in 2027 have exercised in
full their overallotment option to purchase US$30 million of
additional notes, bringing the total amount of the notes issued
to US$230 million.  The issuance of the additional notes closed
May 8, 2007.
    
The notes will pay interest semiannually at a rate of 2.38% per
annum until May 15, 2027.  The notes will be convertible, under
certain circumstances, into cash or, at the company's option,
cash and shares of the company's common stock, at an initial
conversion rate of 55.26 shares of common stock per US$1,000
principal amount of notes, which is equivalent to an initial
conversion price of approximately US$18.10 per share.  The
initial conversion price represents a 30% premium over the last
reported sale price of the company's common stock on
May 2, 2007, which was US$13.92 per share.
    
Epicor estimates that the net proceeds from this offering will
be approximately US$222.3 million after deducting discounts,
commissions and estimated expenses associated with the offering.
Epicor expects the offering to be accretive to its fiscal 2007
earnings per diluted share.  

On May 8, 2007, Epicor used approximately US$94 million of the
net proceeds to repay in full the company's term loan
outstanding under its credit facility.

The balance of the net proceeds will be used for:

   a) working capital;

   b) capital expenditures;

   c) other general corporate purposes, which may include
      funding acquisitions of businesses, technologies or
      product lines, although, Epicor currently has no
      commitments or agreements for any such specific
      acquisition; and  

   d) the repurchase of outstanding shares of its common stock,
      through the remaining net proceeds.
   
             About Epicor Software Corporation

Headquartered in Irvine, California, Epicor Software Corp.
-- http://www.epicor.com/-- provides enterprise  
resource planning, customer relationship management, and supply
chain management software and solutions to mid-market companies
worldwide.  Epicor Software has worldwide locations in
Australia, Canada, China, Germany, Hong Kong, Indonesia, Italy,
Japan, Korea, Malaysia, Mexico, Singapore, Taiwan, and the
United Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 23, 2007, Standard & Poor's Rating Services raised its
corporate credit rating on Irvine, California-based Epicor
Software Corp., to 'BB-' from 'B+'.  The outlook is stable.  The
action reflects successful integration of the CRS Retail
acquisition, continued cash flow generation, and substantially
reduced leverage to about 1.8x in 2006, from 2.9x in 2005.


JOAN FABRICS: Proposes Bidding Procedures for Sale of Assets
------------------------------------------------------------
Joan Fabrics Corporation asked the U.S. Bankruptcy Court for the
District of Delaware to establish bidding procedures for the
sale of substantially all of its assets, Bill Rochelle of
Bloomberg News reports.

According to the report, the company told the Court that it has
received eight "non-binding preliminary indications of
interest."

The company proposes a May 23, 2007 bid deadline, and expects to
hold an auction during the last week of June.  

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs LLC filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts of US$1 million to US$100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on
Aug. 8, 2007.


MEGA BRANDS: Releasing First Quarter Financial Results on May 18
----------------------------------------------------------------
MEGA Brands Inc. will report its financial results for the first
quarter ended March 31, 2007, before markets open on
May 18, 2007.

This rescheduling is related to the expanded recall campaign
jointly announced with the U.S. Consumer Product Safety
Commission on April 19, 2007, for Magnetix building sets and
associated media reports.

In light of these events, the company is currently assessing the
financial impact of the expanded recall on its financial results
for the first quarter ended March 31, 2007.

The analyst conference call has been rescheduled to
May 18, 2007, at 9:00 a.m. Participants may listen to the call
by dialing 1 (800) 731-5774.  

Montreal, Canada-based Mega Brands Inc. fka Mega Bloks Inc.
-- http://www.megabloks.com/-- distributes a range of toys,  
puzzles, and craft-based products worldwide.  The company has
offices in Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Standard & Poor's Ratings Services placed its
'BB-' long-term corporate credit and bank loan ratings on MEGA
Brands Inc. on CreditWatch with negative implications.  The bank
loan's '2' recovery rating was also placed on CreditWatch.

As reported in the Troubled Company Reporter-Latin America on
April 23, 2007, Moody's placed the Ba3 corporate family rating
and other long-term ratings of MEGA Brands, Inc. on review for
possible downgrade after the company announced weaker than
expected results for the fourth quarter of 2006 and for the full
year.  The speculative grade liquidity rating was affirmed at
SGL-3.

Ratings under review for possible downgrade:

  MEGA Brands Inc.

     -- Ba3 Corporate Family Rating

  MEGA Brands Inc.

     -- Ba2 rating on the 5-year revolving credit facility;
        LGD 2; 24%

  MEGA Blocks US

     -- Ba2 rating on the 5-year revolving credit facility;
        LGD 2; 24%

  MEGA Brands Inc.

     -- Ba2 rating on the US$40 million, 5-year term loan A
     facility; LGD 2; 24%

  MEGA Brands Finco

     -- Ba2 rating on the US$260 million 7-year term loan B
        facility; LGD 2; 24%

  MEGA Brands Inc.

     -- Probability of Default rating at B1


RYERSON INC: Declares 60 Cents Per Share Dividend Due August 1
--------------------------------------------------------------
Ryerson Inc.'s Board of Directors declared cash dividends of 5
cents per share on the company's common stock and 60 cents per
share on its Series A US$2.40 Cumulative Convertible Preferred
Stock.  The dividends will be payable Aug. 1, 2007, to
stockholders of record at the close of business on
July 10, 2007.

Ryerson Inc. (NYSE: RYI) -- http://www.ryerson.com/-- is a  
distributor and processor of metals in North America, with 2006
revenues of US$5.9 billion.  The company services customers
through a network of service centers across the United States
and in Canada, Mexico, India, and China.  On Jan. 1, 2006, the
company changed its name from Ryerson Tull, Inc. to Ryerson Inc.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2007, Standard & Poor's Ratings Services lowered its
corporate credit rating to 'B+' from 'BB-' on Chicago, Illinois-
based metals processor and distributor Ryerson Inc., and lowered
its senior unsecured rating to 'B-' from 'B'.


TELTRONICS INC: Incurs US$1 Mil. Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Teltronics, Inc. reported sales for the three months ended
March 31, 2007 of US$9.6 million as compared to US$10.3 million
reported for the same period in 2006.  Gross profit margin for
the three months ended March 31, 2007, decreased to 36.6% from
38.0% reported for the same period in 2006.  Operating expenses
for the three months ended March 31, 2007, were US$4.1 million
as compared to US$4.2 million reported for the same period in
2006.  The net loss for the three months ended March 31, 2007
was US$1.0 million as compared to a net loss of US$560,000
reported for the same period in 2006.  The net loss available to
common shareholders for the three months ended March 31, 2007
was US$1.2 million as compared to US$723,000 reported for the
same period in 2006.  The company's diluted net loss per share
for the three months ended March 31, 2007, was US$0.14 as
compared to a diluted net loss per share of US$0.08 reported for
the same period in 2006.

"We are disappointed in the first quarter loss," said Ewen
Cameron, Teltronics' president and chief executive officer.  "We
had a short fall of sales in March due to timing issues with
some expected orders.  We should see an increase in profit due
to in-house orders received in the second quarter, and
anticipated orders for the remainder of the year."

Headquartered in Sarasota, Florida, Teltronics, Inc. (OTCBB:
TELT) -- http://www.teltronics.com/-- provides communications  
solutions and services for businesses.  The company manufactures
telephone switching systems and software for small-to-large size
businesses and government facilities.  Teltronics offers a full
suite of Contact Center solutions -- software, services and
support -- to help their clients satisfy customer interactions.
Teltronics also provides remote maintenance hardware and
software solutions to help large organizations and regional
telephone companies effectively monitor and maintain their voice
and data networks.  The company serves as an electronic
contract manufacturing partner to customers in the US and
overseas.

The company designs, installs, develops, manufactures and
markets electronic hardware and application software products
and also engages in electronic manufacturing services in the
telecommunication industry.  The company's products are
classified into intelligent systems management, digital
switching systems, voice over Internet protocol, customer
contact management systems and emergency response systems.
Overall operations are classified into three reportable
segments: Teltronics, Inc., Teltronics Limited (UK) and Mexico.
Its Mexico office is located at Naucalpan de Juarez.




=================
N I C A R A G U A
=================


XEROX CORP: Fitch Rates Trust Preferred Securities at BB
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Xerox Corp.'s
proposed US$750 million offering of senior unsecured notes due
2012.  Proceeds from the offering will be utilized to redeem a
substantial portion of Xerox's US$1 billion bridge credit
facility that partially financed its May 11, 2007 acquisition of
Global Imaging Systems Inc. for US$1.7 billion.  The Rating
Outlook is Stable.

Xerox Corp.

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Unsecured credit facility 'BBB-';
   -- Senior unsecured debt 'BBB-';
   -- Trust preferred securities 'BB'.

Xerox Credit Corp.

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Senior unsecured debt 'BBB-'.

The ratings and Stable Outlook are predicated upon Xerox's
commitment to balance usage of free cash flow for share
repurchases and acquisitions.  Fitch believes Xerox will reduce
its share repurchase program in 2007, which totaled US$1.1
billion in 2006, to focus on reducing total debt following the
primarily debt-financed acquisition of Global Imaging.  
Furthermore, Fitch believes Xerox will continue to reduce the
percentage of secured debt in the capital structure.  Total
secured debt declined to approximately US$1.9 billion (25.1% of
total debt) at March 31, 2007, from nearly US$3.3 billion at
March 31, 2006 (44.2% of total debt).

The US$750 million notes are governed by a base indenture dated
June 25, 2003 and a sixth supplemental indenture issued on
May 14, 2007.  Key terms and covenants of the notes include:

   * A change of control provision requiring Xerox to repurchase
     the notes at 101% of par value plus accrued interest if a
     change of control results in the notes being rated
     non-investment grade;

   * Optional company redemption at 100% of the principal amount
     plus a make-whole premium;

   * Limitation on secured debt equivalent to the greater of
     US$2 billion or 20% of consolidated net worth, excluding
     permitted liens.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,  
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.


* NICARAGUA: Authorities See Need to Boost Investment in Energy
---------------------------------------------------------------
Nicaraguan authorities see a need to increase social spending
and investment in key sectors like energy, water, education, and
health.

The International Monetary Fund said, "An IMF mission led by
Vikram Haksar has been engaged in very productive talks with the
Nicaraguan authorities about their policies to reduce poverty
while maintaining macroeconomic stability.  The mission met with
the economic team as well as with Ministers of social sectors
and representatives of the Caribe region, and had very
constructive discussions concerning the development challenges
facing the country.  There was full agreement on the need to
strengthen anti-poverty policies as well as on the importance of
preserving the favorable macroeconomic performance."

According to the IM, the discussions focused on the medium term
economic program the authorities have formulated, for which they
have requested IMF support through a new three-year arrangement
under the Poverty Reduction and Growth Facility.  The
authorities have prepared a substantive and wide-ranging
proposal whose main goal is to reduce poverty in a decisive way
and move forward towards achieving the Millennium Development
Goals.  Moreover, they have stressed the importance of achieving
these development objectives in the context of a stable macro
framework, maintaining a sustainable public debt position and
strengthening investor confidence.

"The authorities see an important need to increase social
spending and investment in key sectors such as energy, water,
education, and health.  They also recognize the importance of
further improving the efficiency of government expenditure
through better targeting of pro-poor spending, strengthened
systems of control and investment planning, and accounting
transparently for all development assistance.  In order to
support their overall poverty reduction strategy, the
authorities have developed a complimentary agenda that aims to
strengthen, among others, the energy sector, the central bank,
as well as to develop future options for social security reform.  
In the period ahead, the authorities and Fund staff will
continue exchanging views on elements of the authorities'
program," the IMF stated.

                        *     *     *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




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


CHIQUITA BRANDS: Credit Concerns Prompt Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Chiquita Brands International, Inc. to negative from stable.

The change in outlook is based on Moody's concern that Chiquita
may be challenged to maintain credit metrics that are
appropriate for its rating over the intermediate term.

That concern arises from the company's anemic operating
profitability in the recent first quarter, combined with the
negative impact on leverage and profitability from the announced
definitive agreement to sell and re-charter Chiquita's shipping
fleet.  The company's ratings, including its B3 corporate family
rating, were affirmed.

Ratings affirmed:

* Chiquita Brands International, Inc. (parent holding company)

   -- Corporate family rating at B3

   -- Probability of default rating at B3

   -- US$250 million 7.5% senior unsecured notes due 2014 at
      Caa2 (LGD5, 89%)

   -- US$225 million 8.875% senior unsecured notes due 2015 at
      Caa2 (LGD5, 89%)

* Chiquita Brands LLC (operating subsidiary):

   -- US$200 million senior secured revolving credit agreement
      at B1 (LGD2, 26%)

   -- US$24.3 million senior secured term loan B at B1 (LGD2,
      26%)

   -- US$368.4 million senior secured term loan C at B1 (LGD2,
      26%)

Should the term loan B be repaid in full with a portion of the
proceeds of the sale of ships, that rating will be withdrawn.

Chiquita's operating performance continues to be very weak. In
the first quarter, segment operating income for bananas, the
company's largest segment at about 44% of consolidated sales,
declined 10.5%, despite the benefits of Euro currency impact,
cost and compensation savings, and the absence of residual costs
in the prior year's quarter from Tropical Storm Gamma.  Lower
banana profit was due in part to higher net industry cost
increases and lower local banana prices in the important
European market, and only modest ability to raise prices in
North America (up 1%).  Hardest hit was Chiquita's salads and
healthy snacks segment (approximately 24% of sales), whose
segment operating income dropped 95% from $12 million to $0.6
million.  This segment suffered from increased costs due to the
January freeze in Arizona, lower prices and volumes on certain
foodservice products, lower net revenue per case in retail
value-added sales, and higher raw material and marketing costs.
Finally, another Chiquita segment's profitability was impacted
by a US$5 million charge to exit certain unprofitable farm
leases in Chile.

Chiquita announced on May 1, that it had signed a definitive
agreement to sell its 12 refrigerated cargo vessels for US$227
million. The transaction is expected to be finalized in about 45
days. Proceeds from the sale will reduce debt by US$170 million,
with much of the remaining proceeds to be used for general
corporate purposes including growth. If such growth
opportunities are not forthcoming in 180 days, remaining
proceeds will be used for additional debt reduction. While
reported debt balances will be lower post-sale, the re-
chartering of 11 vessels will increase rental expense, with a
net negative impact on reported fiscal 2007 EBITDA of -US$12
million.  Debt to EBITDA, using Moody's standard analytical
adjustments, is expected to be higher after the sale of the
ships, despite the reduction in funded debt.

Chiquita's ratings could be downgraded if its earnings and cash
flow remain weak or in the event that its liquidity becomes
constrained.  Specifically, Chiquita's ratings could be
downgraded if debt to EBITDA (incorporating Moody's standard
analytic adjustments and excluding certain non-recurring 2006
charges) rises above 8 times on a lagging 12-month basis, and/or
if EBIT to interest falls below 0.7 times on a lagging 12-month
basis.  Conversely, a stabilization of the rating outlook would
require Chiquita to be able to sustain lagging 12-month
Debt/EBITDA below 7 times, and lagging 12-month EBIT/Interest
above 1.0 time.

The affirmation of the company's ratings, including its B3
corporate family rating, is supported by Chiquita's solid
franchise as one of the largest global fresh fruit and vegetable
companies with strong market shares and good diversification in
terms of product offerings, geographic reach, and raw material
supply.  Chiquita's B3 corporate family rating also reflects the
company's high financial leverage, challenged operating
performance, continued uncertainty with regard to long term
structural changes occurring in the company's key EU banana
market, slow demand for the company's salads and healthy snacks,
and pressure from rising input costs.

Moody's considers Chiquita's ratings in the context of the key
rating drivers cited in Moody's Rating Methodology for Global
Natural Product Processors -- Protein and Agriculture.  Using
the methodology's 22 rating factors and fiscal 2006 historical
financial information, adding back US$43 million of impairment
charges and a US$25 million charge for the proposed financial
settlement with the Department of Justice, Chiquita's rating
would be B1.  This model-generated rating indication largely
reflects the Ba and Baa scores the company achieves on
qualitative factors.  However, these factors are overshadowed by
the company's high leverage and weak operating performance, as
well as by the fact that quantitative rating factors will be
negatively impacted in the near term by the rent expense
associated with re-leasing the shipping fleet.

Cincinnati, Ohio- based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- operates as an  
international marketer and distributor of bananas and other
fresh produce sold under the Chiquita and other brand names in
over 70 countries including Panama, Philippines, Australia,
Belgium, Germany, among others.  It also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.




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


TELECOM PERSONAL: Earns ARS63 Million in First Quarter 2007
-----------------------------------------------------------
Telecom Personal, Telecom Argentina's mobile unit, said in an
earnings statement that it registered ARS63-million net profits
in the first quarter 2007, compared to ARS6-million net loss in
the first quarter 2006.

Business News Americas relates that Telecom Personal's revenues
increased 45% to ARS1.27 billion in the first quarter 2007, from
last year's first quarter.

Telecom Argentina's investor relations manager Pedro Insussarry
said in a conference call, "The growth in the mobile business is
mainly attributed to a strong growth in the number of
subscribers and the higher use of value added services."

Telecom Personal's total subscriber base increased 51% to 10.6
million in the first quarter 2007, from the same period in 2006.  
The firm's Argentine customers rose 47% to 9.31 million,
according to BNamericas.  Some 68% of clients were prepaid user
and 91% of customers use Telecom Personal's GSM platform with
the remainder using code division multiple access.

BNamericas notes that clients of Nucleo, Telecom Personal's
Paraguayan unit, rose 93% to 1.3 million in the first quarter
2007, from the first quarter 2006.  Prepaid and postpaid
subscribers represented 88% and 12%, respectively, while GSM
users accounted for 80% of Nucleo's client base.

Telecom Argentina Chairperson Carlos Felices told BNamericas,
"We continue expanding our network in the south of the country
[in Argentina] consistent with the commercial success Personal
is achieving in that region and we are increasing capacity in
the Buenos Aires metropolitan area and in the north."

Telecom Argentina's investments dropped 1% to US$94 million in
the first quarter 2007, compared to the first quarter 2006,
mainly in the expansion of Telecom Personal's GSM network.  
Investment in Argentina totaled ARS80 million, while in Nucleo
the sum invested was ARS14 million, BNamericas states.

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.




=======
P E R U
=======


HANOVER COMPRESSOR: Calls for Redemption of US$8MM Conv. Notes
--------------------------------------------------------------
Hanover Compressor Company called for redemption on
May 30, 2007, of US$8,121,050 aggregate principal amount of the
Convertible Junior Subordinated Debentures Due 2029, which
represents the remaining outstanding principal amount.

All of the debentures are owned by Hanover Compressor Capital
Trust and the Trust is required to use the proceeds received
from such redemption to redeem US$7,873,500 aggregate
liquidation amount of its 7-1/4% Convertible Preferred
Securities (CUSIP NO. 41076M3 02) and US$247,550 aggregate
liquidation amount of its 7-1/4% Convertible Common Securities.  
Hanover Compressor owns all of the Common Securities of the
Trust.

Prior to 5:00 p.m., Eastern Time, on May 29, 2007, holders may
convert their Preferred Securities called for redemption on the
basis of one Preferred Security per US$50 principal amount of
Debentures which will then be immediately converted into shares
of Hanover Compressor common stock at a price of US$17.875 per
share, or 2.7972 shares of Hanover Compressor common stock per
US$50 principal amount.  Cash will be paid in lieu of fractional
shares.

Alternatively, holders may have their Preferred Securities that
have been called for redemption, redeemed on May 30, 2007.  Upon
redemption, holders will receive US$50 for each of their
Preferred Securities, plus accrued and unpaid distributions
thereon from March 15, 2006 up to but not including
May 30, 2007.  Any of the Preferred Securities called for
redemption and not converted on or before 5:00 p.m., Eastern
Time, on May 29, 2007, will be automatically redeemed on
May 30, 2007 and no further distributions will accrue.

Holders of the Preferred Securities should complete the
appropriate instruction form for redemption or conversion, as
applicable, pursuant to The Depository Trust Company's book-
entry system and follow such other directions as instructed by
The Depository Trust Company.

              About Hanover Compressor Company

Headquartered in Houston, Texas, Hanover Compressor Company
(NYSE:HC) -- http://www.hanover-co.com/-- is in full service  
natural gas compression and provider of service, fabrication and
equipment for oil and natural gas production, processing and
transportation applications.  Hanover sells and rents this
equipment and provides complete operation and maintenance
services, including run-time guarantees for both customer-owned
equipment and its fleet of rental equipment.  Founded in 1990
and a public company since 1997, Hanover's customers include
both major and independent oil and gas producers and
distributors as well as national oil and gas companies.  It has
locations in Argentina, Bolivia, Brazil, Colombia, Mexico, Peru,
Venezuela, India, China, Indonesia, Japan, Korea, Taiwan, the
United Kingdom, and Vietnam, among others.  

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Standard & Poor's Ratings Services placed the 'BB-' corporate
credit ratings on oilfield service company Hanover Compressor
Co. and its related entity Hanover Compression L.P. on
CreditWatch with positive implications.




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


MYLAN LABS: To Buy Merck KGaA's Generics Biz for EUR4.9 Billion
---------------------------------------------------------------
Mylan Laboratories Inc. and Merck KGaA on Saturday disclosed the
signing of a definitive agreement under which Mylan will acquire
Merck's generics business for EUR4.9 billion (US$6.7 billion) in
an all-cash transaction.

The combination of Mylan and Merck Generics will create a
vertically and horizontally integrated generics and specialty
pharmaceuticals leader with a diversified revenue base and a
global footprint.

On a pro forma basis, for calendar 2006, the combined company
would have had revenues of approximately US$4.2 billion, EBITDA
of approximately US$1.0 billion and approximately 10,000
employees, immediately making it among the top tier of global
generic companies, with a significant presence in all of the top
five global generics markets.

In addition to retaining Hank Klakurka, currently President and
CEO of Merck Generics, Mylan has executed long-term employment
agreements with members of Merck Generics' senior management
team, ensuring that senior leadership remains intact.  Mylan
views the existing management and employees of Merck Generics as
key to the success of the combined company.

Robert J. Coury, Mylan's Vice Chairman and Chief Executive
Officer, commented: "Mylan's acquisition of Merck Generics would
substantially complete the execution on one of its long-term
visions: to create a world class global quality generics leader.  
The fit between our two companies is truly outstanding.  Mylan
is already a leader in the U.S., the world's largest market, and
through Matrix Laboratories controls one of the broadest API
platforms in the world.  Merck Generics provides us with leading
positions in many of the world's other key regions.  Together,
we will form a powerful, diverse, robust and vertically
integrated generics platform.

The combination with Merck Generics will significantly extend
the company's range of therapeutic categories and dosage forms,
and bring us a number of new, differentiated products and
successful franchises."

Hank Klakurka, President and CEO of Merck Generics, said: "My
management team and I are extremely excited to be joining the
Mylan team.  We believe Mylan is the best possible acquirer for
our company.  The two businesses are an excellent fit in terms
of geography and product mix, and together we can offer
extremely attractive product baskets across our combined
territories.  Mylan has established itself as a leader in the
U.S. in terms of quality, manufacturing excellence and customer
service, and has demonstrated a strong commitment to its
employees and the communities in which it operates.  My team and
I look forward to working with Mylan to build an undisputed
world leader in quality generics."

                      Strategic Rationale

The acquisition offers a unique, compelling opportunity to
create a global generics leader with critical mass in most of
the important generics markets.  The transaction positions Mylan
to leverage substantial growth opportunities and maximize
operating efficiencies driven by global scale.

Leadership and scale in key global regions:

The transaction creates critical mass by combining Mylan's
leading position in the U.S. wit Merck Generics' broad
geographic mix, including leading positions in Australia,
France, Japan, Portugal, Spain and the U.K.  This global
footprint creates substantial growth opportunities, and reduces
the risks associated with over-reliance on any one region.

Broad and diversified product portfolio:

The new company will be well diversified across most therapeutic
areas with approximately 560 products.

Differentiated dosage form expertise:

The combined company will have manufacturing capabilities in
several specialized dosage forms including solid orals, patches,
controlled-release and high potency formulations, antibiotics,
sterile liquids, inhalants and creams.  Many of these dosage
forms benefit from barriers to competition and longer product
growth cycles.  Additionally, Merck Generics has a highly
successful product sourcing and in-licensing strategy that has
allowed the company to develop critical mass in key
differentiated dosages in attractive markets.

Vertical integration and API supply:

Together, Mylan and Merck Generics will benefit from significant
savings driven by Matrix's low cost, high quality API capacity
and the benefits of manufacturing high product volumes for
multiple markets around the world.  In 2007, Mylan completed its
acquisition of a 71.5% stake in India-based Matrix, the second
largest API manufacturer globally, with more than 165 APIs in
the marketplace or under development.

                      Transaction Details

Under terms of the transaction, which have been unanimously
approved by Mylan's Board of Directors, Mylan will acquire 100%
of the shares of the various businesses comprising Merck
Generics for a cash consideration of EUR4.9 billion ($6.7
billion).

Mylan has secured fully committed debt financing from Merrill
Lynch, Citigroup and Goldman Sachs.

The transaction is anticipated to be dilutive to full-year cash
EPS in year one, breakeven in year two, and significantly
accretive thereafter based on management's internal projections.

The company is committed to reducing its leverage in the near
term through the issuance of $1.5 billion to $2.0 billion of
equity and equity-linked securities.  The combined company will
generate substantial free cash flow that will further enable it
to rapidly reduce acquisition-related debt.  Reflecting its more
leveraged capital structure and focus on growth, Mylan is
suspending the dividend on its common stock.

Mylan expects to achieve synergies of approximately $250 million
by the end of year three.  The majority of these synergies will
result from vertical integration of Merck's API supply by
leveraging the Matrix platform, aligning capabilities in
research and development, and driving further efficiencies in
increased manufacturing volumes of key products across the
globe.

Mylan does not anticipate significant reductions in headcount at
Mylan, Matrix or Merck Generics in order to achieve these
synergies.

The combined company will have a dramatically accelerated growth
profile with long-term compounded net income growth expected to
exceed 30% per annum and long-term revenue growth in excess of
10%.  This growth will be driven by new opportunities created by
the formation of a truly global platform, through promising
growth at Merck Generics, and by expected de-leveraging of the
balance sheet.

The transaction remains subject to regulatory review in relevant
jurisdictions and certain other customary closing conditions,
and is expected to close in the second half of 2007.

Mr. Coury concluded: "We have been very impressed by the
successful business built by the management team and employees
at Merck Generics and by their dedication to excellence across
all areas of their operations.  We look forward to working
together to create greater opportunities for all employees of
Mylan and Merck Generics, as well as to uniting two cultures
built on excellence in regulatory, R&D, manufacturing and
customer service in one of the world's largest global generic
pharmaceutical companies."

Merrill Lynch acted as exclusive financial advisor and provided
a fairness opinion to Mylan in this transaction.  The external
legal counsel for Mylan was Cravath, Swaine & Moore LLP.

                      About Merck Generics

Merck Generics offers affordable standard therapies in nearly
all major therapeutic areas through high-quality drugs
containing active ingredients that are no longer patent
protected.  The range of products includes a wide assortment of
more than 400 different substances plus special dosage forms and
delivery systems with high patient benefit.

Merck Generics is a subsidiary of Merck KGaA, a more than 300-
year old global chemical and pharmaceutical conglomerate.  

                     About Mylan Laboratories

Mylan Laboratories Inc. -- http://www.mylan.com/-- (NYSE:MYL)  
manufactures prescription medicines specializing in developing,
manufacturing and marketing generic pharmaceuticals.  Mylan
manufactures and markets 160 generic products in nearly 400
product strengths, covering 46 therapeutic categories.  Mylan is
headquartered just outside of Pittsburgh and operates through
its three subsidiaries: Mylan Pharmaceuticals (Morgantown,
W.Va.) is primarily focused on solid oral dose generic
pharmaceutical products. Mylan Technologies (St. Albans, Vt.) is
the market leader in generic transdermal drug delivery
technology and is the largest producer of generic transdermal
patches for the U.S. market. UDL Laboratories (Rockford, Ill.)
is the number one supplier of unit dose pharmaceuticals to
hospitals and other institutions across the United States.

Mylan also owns a 71.5% stake in Matrix Laboratories Limited of
India.  The company also has a production facility in Puerto
Rico.


MYLAN LABORATORIES: Moody's May Cut Low-B Ratings After Review
--------------------------------------------------------------
(TCRUS/AP/LA)

Moody's Investors Service placed the ratings of Mylan
Laboratories Inc. under review for possible downgrade.  

This rating action follows the announcement that Mylan has
entered a definitive agreement to acquire the generics
pharmaceuticals business of Merck kgAA for EUR4.9 billion, or
approximately $6.7 billion.

The acquisition is subject to regulatory review, and is expected
to close in the second half of 2007.

"A multi-notch rating downgrade is possible based on cash flow
to debt ratios significantly below the ranges we expected for
Mylan's Ba1 rating," stated Moody's Sr. Vice President Michael
Levesque.

Moody's review will focus on:

  (1) the product portfolio, pipeline, and earnings and cash
      flow potential of Merck's generics business;

  (2) Mylan's pro forma cash flow relative to debt compared to
      other specialty pharmaceutical companies rated by Moody's;

  (3) the potential for debt reduction using free cash flow and
      proceeds from planned equity issuance; and

  (4) any structural features of new debt that could have
      notching implications for existing debt.

In addition, the rating review will consider the benefits of the
pending acquisition including expanded scale, potential
synergies through horizontal and vertical integration, and
diversification into new geographic markets and product
categories.

Ratings placed under review for possible downgrade:

* Mylan Laboratories Inc.

   -- Ba1 Corporate Family Rating

   -- Ba1 Probability of Default Rating

   -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
      $700 million due 2011

   -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of
      $300 million due 2011

   -- Ba1 (LGD4, 51%) sr. unsecured term loan of $450 million
      due 2012

   -- Ba1 (LGD4, 51%) sr. unsecured notes of $150 million due
      2010

   -- Ba1 (LGD4, 51%) sr. unsecured notes of $350 million due
      2015

Moody's will assess Mylan's liquidity position and reevaluate
the company's speculative grade liquidity rating (currently
SGL-1) once the terms of the new capital structure have been
announced.

Moody's does not rate Mylan's convertible notes of $600 million
due 2012.

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories
Inc. is a specialty pharmaceutical company. For the nine-month
period ended December 31, 2006, Mylan reported total revenue of
approximately $1.12 billion.  The company also has operations in
China, India and Puerto Rico.


MYLAN LABORATORIES: S&P Cuts Ratings on Merck KGaA Purchase
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior unsecured debt ratings on Mylan Laboratories
to 'BB+' from 'BBB-' and placed all the ratings on CreditWatch
with negative implications.

The actions come on the heels of the company's announcement that
it is acquiring Merck KGaA's generic business for EUR4.9 billion
(US$6.7 billion) in an all-cash transaction.

"The acquisition is expected to add a significant amount of
debt, and Mylan's financial policies and profile will be clearly
inconsistent with an investment-grade rating," explained
Standard & Poor's credit analyst Arthur Wong.

The company has disclosed plans to issue around US$1.5 billion
to US$2 billion of equity and equity-linked securities in the
near term to reduce its leverage.  However, even assuming US$2
billion of equity, Mylan's pro forma debt to EBITDA and funds
from operations to total debt will be much weakened.

From a business profile standpoint, while the acquisition will
substantially diversify Mylan's geographic base to more than 90
countries, make the company one of the top three players in the
growing worldwide generic drug market in terms of sales and give
it much needed size and scale, Mylan has a somewhat limited
track record in effectively integrating acquisitions.  
Furthermore, the generics business of Merck KGaA will also be
the company's first major move into the much different, and in
many ways more challenging, European generic drug market.  Given
the amount of prospective debt, achieving synergy and revenue
growth targets will be key if Mylan is to quickly improve on its
credit protection measures.     

The transaction is expected to close in the second half of 2007.  
Standard & Poor's will review the financing of the deal with
management along with discussing its integration plan, timing of
achieving synergies, and prospects of reducing leverage before
resolving the CreditWatch.

Mylan Laboratories Inc. -- http://www.mylan.com/-- (NYSE:MYL)  
manufactures prescription medicines specializing in developing,
manufacturing and marketing generic pharmaceuticals.  Mylan
manufactures and markets 160 generic products in nearly 400
product strengths, covering 46 therapeutic categories.  Mylan is
headquartered just outside of Pittsburgh and operates through
its three subsidiaries: Mylan Pharmaceuticals (Morgantown,
W.Va.) is primarily focused on solid oral dose generic
pharmaceutical products. Mylan Technologies (St. Albans, Vt.) is
the market leader in generic transdermal drug delivery
technology and is the largest producer of generic transdermal
patches for the U.S. market. UDL Laboratories (Rockford, Ill.)
is the number one supplier of unit dose pharmaceuticals to
hospitals and other institutions across the United States.

Mylan also owns a 71.5% stake in Matrix Laboratories Limited of
India.  The company also has a production facility in Puerto
Rico.


UNIVISION COMM: Fitch Junks Rating on US$1.5 Bil. Senior Notes
--------------------------------------------------------------
Fitch Ratings downgrades and removes Univision Communications
Inc from Rating Watch Negative.  On Feb. 16, 2007, Fitch
disclosed that it expected Univision's Issuer Default Rating to
be lowered to 'B' from 'BB' following the filing of debt
documentation consistent with Fitch's expectations.  The action
incorporates a review of the final debt documentation filed
yesterday by the Company.  The Rating Outlook is now Stable.

The company's debt structure is rated as:

   -- US$7.7 billion senior secured bank loans due 2014
      'B+/RR3';

   -- 3.50% senior secured notes due 2007 to 'B+/RR3' from 'BB';

   -- 3.875% senior secured notes due 2008 to 'B+/RR3' from
      'BB';
   -- 7.85% senior secured notes due 2011 to 'B+/RR3' from 'BB';

   -- US$500 million second lien term loan due 2009 'B-/RR5';

   -- US$1.5 billion 9.75%/10.50% senior unsecured notes due
      2015 'CCC+/RR6'.

Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and  
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  The company had about US$2.6 billion in debt at
Dec. 31, 2006.




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


CERRO NEGRO: Moody's Cuts Rating to B3 on State Control Concerns
----------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B1 the rating of
Cerro Negro Finance Ltd. and kept the rating on review for
further possible downgrade.

The review is prompted by Moody's concerns regarding the
cumulative negative effects of increased Venezuelan government
control at the project and the lack of clarity on how it will
operate going forward in this new environment.

On May 1, 2007, government-owned Petroleos de Venezuela assumed
operational control at Cerro Negro and is currently negotiating
with its joint venture partners on how PDVSA's expected increase
in ownership, to a majority position, will be carried out.  In
addition, Moody's notes that on April 26, 2007, the project
owners (Mobil Cerro Negro, Ltd, and PDVSA Cerro Negro Ltd.) were
notified by the Bond Trustee, on behalf of existing bondholders,
of a "Prospective Default".  

The concerns cited by the Bond Trustee include increased taxes,
production limitations and the change of operational control at
the project among other things. Moody's notes that performance
metrics going forward will likely be under pressure given the
changes in tax, royalty and production levels and that project
information is not readily available on a timely basis. Moody's
review will focus on how this technical event of default
ultimately gets resolved and the likelihood that future
principal and interest payments may be affected. However, the
rating agency notes that to the best of its knowledge, the
project is still operating, and has the ability to service its
debt obligations at this time.

Ratings on review for possible downgrade include:

   -- $200 million 7.33% notes due 2009
   -- $350 million 7.90% notes due 2020
   -- $50 million 8.03% notes due 2028

Cerro Negro Finance, Ltd. is a Cayman Islands special purpose
financing vehicle for the $1.9 billion Cerro Negro extra-heavy
oil project in Venezuela. Under an association agreement with
the government, the project is designed to develop, transport,
upgrade and market extra-heavy crude from the Orinoco belt in
southeastern Venezuela. Pending clarification, sponsor/off-
takers are Exxon Mobil (41.67%), PDVSA (41.67%) and BP (16.67%).
In addition to upstream field facilities the project includes
two parallel pipelines and facilities to upgrade product at the
Jose industrial complex on the Caribbean coast of Venezuela. The
Cerro Negro project is also one of four extra heavy crude oil
projects operating in the Orinoco region of Venezuela that have
been developed over the past decade (Hamaca, Petrozuata,
Sincor).


DAIMLERCHRYSLER: Cerberus Takes Over Mass Interest in Chrysler
--------------------------------------------------------------
The Board of Management of DaimlerChrysler AG has decided,
subject to the approval of the Supervisory Board and the
relevant authorities, on the future concept for the Chrysler
Group and the realignment of DaimlerChrysler AG.  Completion of
the transaction is subject to the satisfaction of customary
closing conditions, including the receipt of regulatory
approvals and Cerberus financing arrangements.

                   Structure of the Transaction

An affiliate of private equity firm Cerberus Capital Management,
L.P., New York, will make a capital contribution of US$7.4
billion in return for an 80.1 percent equity interest in the
future new company, Chrysler Holding LLC.

DaimlerChrysler will hold a 19.9 percent equity interest in the
new company.  Chrysler Holding LLC will hold 100 percent each of
the future Chrysler Corporation LLC, which produces and sells
Chrysler, Dodge and Jeep(R) vehicles, and the future Chrysler
Financial Services LLC, which provides financial services for
these vehicles in the NAFTA region.

Of the total capital contribution of US$7.4 billion, US$5.0
billion will flow into the industrial business (Chrysler
Corporation LLC) and US$1.05 billion will flow into the
financial services business in order to strengthen the equity
base of both businesses.

DaimlerChrysler will receive the balance of US$1.35 billion.  In
addition, DaimlerChrysler will grant a loan of US$0.4 billion to
Chrysler Corporation LLC.

According to the agreement, upon the closing of the transaction,
DaimlerChrysler will transfer the industrial business of the
Chrysler Group completely free of debt.  Due to the Chrysler
Group's anticipated negative cash flow until closing in
connection with its restructuring plan, the transaction will
give rise to a cash outflow of $1.6 billion for DaimlerChrysler.  
The overall net cash outflow resulting from the transaction will
therefore be $0.65 billion.

In addition, DaimlerChrysler will have to discharge long-term
liabilities of the Chrysler Group in connection with the
transaction.  This will result in prepayment compensation of
approximately US$878 million, to be borne by DaimlerChrysler.  
The usual transaction costs will also be incurred.

The Chrysler Group's financial obligations for pension and
healthcare benefits towards its employees and the employees of
the financial services business related to the Chrysler Group
will be retained by the Chrysler companies.  The pension plans
are significantly over-funded at present.

                      Effects on Key Figures

The transaction will have these effects on DaimlerChrysler AG:

   * In total, current estimates indicate that net profit    
     according to IFRS in 2007 will be reduced by
     US$4.1-5.4 billion;

   * Due to the deconsolidation of the Chrysler companies and
     the resulting reduction in the balance-sheet total, the
     equity ratio of DaimlerChrysler's industrial business is
     expected to increase to more than 40 percent by the
     beginning of 2008;

   * There will be no changes relating to the bonds issued and
     guaranteed by DaimlerChrysler AG.  In the financial
     services business for the Chrysler, Jeep and Dodge brands,
     Cerberus will take over the financing previously provided
     by DaimlerChrysler AG;

   * The 19.9 percent equity interest held by DaimlerChrysler AG
     in the new company Chrysler Holding LLC will be included
     after closing at equity in the Van, Bus, Others segment;
     and

   * The closing of the transaction is expected to take place in     
     the third quarter of 2007.

Commenting on the transaction, Dr. Dieter Zetsche, Chairman of
the Board of Management of DaimlerChrysler AG and Head of the
Mercedes Car Group, said, "We're confident that we've found the
solution that will create the greatest overall value - both for
Daimler and Chrysler.  With the transaction, we have created the
right conditions for a new start for Chrysler and Daimler."

Ron Gettelfinger, President of the United Autoworkers said, "The
transaction with Cerberus is in the best interests of our UAW
members, the Chrysler Group and Daimler.  We are pleased that
this decision has been made. Because our members and the
management can now focus entirely on the development and
manufacture of quality products for the future of the Chrysler
Group."

John W. Snow, Chairman of Cerberus Capital Management, L.P.,
stated that, "We welcome Chrysler into the Cerberus family of
companies and believe Cerberus will be a good home for Chrysler.
Cerberus believes in the inherent strength of U.S. manufacturing
and of the U.S. auto industry.  Most importantly, we believe in
Chrysler."

Mr. Snow continued, "We would like to thank DaimlerChrysler for
their good stewardship of this American icon over the last
decade. We are aware that Chrysler faces significant challenges,
but we are confident that they can and will be overcome.  A
private investment firm like Cerberus will provide management
with the opportunity to focus on their long-term plans rather
than the pressures of short-term earnings expectations."

                         Business Progress

According to the automaker, in nearly 10 years as
DaimlerChrysler, a lot has been done to move the businesses
forward.  The synergies possible between Mercedes-Benz and
Chrysler have been fully utilized.  Additional potential for
collaboration is limited between two businesses operating in
such different market segments.  The strong volatility and
pressure on margins in the Chrysler Group's North American core
market have an increasingly negative impact on DaimlerChrysler's
overall profitability and share-price development.

The Chrysler Group has made substantial progress in recent
years. For example, production hours per vehicle have fallen
from 48 hours in 2001 to just over 30 at present.  Quality has
improved by more than 40 percent over the past six years.  Since
2002, more than US$10 billion has been invested in new
production facilities and technologies.  And with 34 new models
since 2001, Chrysler has one of the youngest product lines in
the industry.

"As a result, Chrysler today is structurally more sound than its
North American based competitors. And with Cerberus as a
partner, Chrysler will have the best chances of utilizing its
full potential," Mr. Zetsche said.

                       Ongoing Collaboration

The company says that existing projects with the Mercedes Car
Group will be continued, for example in the development of
conventional and alternative drive systems, purchasing, and
sales and financial services outside the NAFTA region.  
Furthermore, the company discloses that a Joint Automotive
Council will be established in which representatives of both
sides will assess and decide on the potential of new and current
projects.  The Council will be led by board-level members from
each company.

"We very much look forward to our continued cooperation as
business partners, as we want to continue to reap the mutual
benefits of working together.  That's one of the reasons why
we're retaining a 19.9 percent equity position in Chrysler," Mr.
Zetsche noted.

                          New Daimler AG

Due to the new corporate structure, the name of DaimlerChrysler
AG is to be changed to Daimler AG.  A decision on this is to be
taken by the shareholders at an Extraordinary Shareholders'
Meeting probably in fall 2007.

The Board of Management of the new company will be reduced to
six members.  Tom LaSorda, Eric Ridenour and Tom Sidlik will
leave the Board of Management with the Group's sincere thanks.

There will no longer be a separate board position for
procurement in the new Daimler AG.  In the future, all
procurement activities will be directly coordinated between the
divisions.  Within the Board of Management, Bodo Uebber will
additionally assume overall responsibility for procurement.

The leadership teams of the Mercedes Car Group, the Truck Group
and Financial Services will remain unchanged, as will the teams
in the vans and buses businesses.

"We've done our homework in our corporate functions and in all
of our divisions.  As a result of our strategic review, we have
a well-defined roadmap to lead us into a good future," Mr.
Zetsche relates.

The Mercedes Car Group will generate a return on sales of at
least 7 percent this year, with higher rates to follow in the
coming years.

The Truck Group will achieve an average return on sales of 7
percent over the cycle as of 2008.  This represents a return on
net assets of approximately 30 percent.

DaimlerChrysler is also a world leader and profitability
benchmark for buses.  And in the vans business, which is
performing very well, the new Sprinter will continue the success
story of its predecessor.

The Financial Services division aims to earn a return on equity
of more than 14 percent.

                       Growth Perspectives

"We have a strong starting position.  We have an above-average
financial power.  And our future prospects are promising," Mr.
Zetsche said.

According to Mr. Zetsche, the Group has defined these main areas
for continued growth:

   -- Further expansion in the core business, which means in the
      traditional segments that are the most profitable and have
      the highest growth rates, as well as exploiting new market
      opportunities on a regional basis;

   -- Continued development of innovative, customer-oriented and
      tailor-made services and activities, pursuing
opportunities
      both up and down the value chain; and

   -- Strengthening leadership in sustainable, responsible and
      environmentally friendly technologies.

By focusing on these three areas, Daimler's full potential is to
be exploited and enterprise value is to be increased further
through profitable and sustainable growth.  Daimler intends to
do this on its own, while continuing to benefit from
opportunities of scale with Chrysler.

About Daimler's goals, Mr. Zetsche said, "We will be the leading
manufacturer of premium products and a provider of premium
services in every market segment we serve worldwide.  And we
will pursue our commitment to excellence based on a common
culture, a great heritage of innovation and pioneering
achievements and - with Mercedes-Benz - the strongest automotive
brand in the world."

                      Tom LaSorda's Statement

Commenting on the sale transaction, Tom LaSorda, Chrysler
Corporation's president and chief executive officer, said in a
press statement that, "We are confident that this transaction
will create a standalone Chrysler that is financially stronger,
with a winning combination of people, industry know-how,
operational expertise and spirit of innovation that will
accelerate the company's recovery, and help us regain our
position as a competitive industry leader.

Cerberus is the right strategic buyer for Chrysler, with a long-
term commitment to Chrysler's growth and success.  They are
committed to working constructively with both union leadership
and Chrysler's management team to help Chrysler realize its full
potential.  There are no new job cuts planned in connection with
[the] transaction[. . .] .

As a private company, Chrysler will be better positioned to
focus on its long-term plan for recovery, rather than just
short-term results.  It will allow Chrysler to renew its focus
on what has always made us special - our passion, creativity and
commitment to delivering exciting Chrysler, Jeep and Dodge
vehicles and quality Mopar parts to our customers, along with
unparalleled customer service.

With strong backing from Cerberus and a continued relationship
with Daimler, Chrysler must demonstrate once and for all that we
can win in this global marketplace.  It is ours to win.  And
Chrysler has it in its DNA to do just that."  

Shearman & Sterling served as DaimlerChrysler AG's lead counsel
in the transaction.  Shearman & Sterling attorneys who rendered
services for DaimlerChrysler are: Georg F. Thoma (partner,
Corporate/M&A, Dusseldorf); John Madden and Jeffrey Lawrence
(both partners, Corporate/M&A, New York; Kenneth Laverriere
(partner, Executive Compensation, New York); Peter Blessing
(partner, Tax, New York); and Fredric Sosnick (partner,
Corporate, New York).

Shearman & Sterling -- http://www.shearman.com/-- has been  
advising many of the world's leading corporations and financial
institutions, governments and governmental organizations for
more than 130 years.

                 About Cerberus Capital Management

Cerberus Capital Management, L.P., New York, is one of the
largest private investment firms in the world, with
approximately US$23.5 billion under management in funds and
accounts.  Founded in 1992, Cerberus currently has significant
investments in more than 50 companies that, in aggregate,
generate more than US$60 billion in annual revenues worldwide.

                      About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
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 has locations in Canada, Mexico, United States,
Argentina, Brazil, Venezuela, China, India, Indonesia, Japan,
Thailand, Vietnam and Australia.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

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.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DAIMLERCHRYSLER: Cerberus to Launch Huge Cost Cuts, Reports Say
---------------------------------------------------------------
Cerberus Capital Management LP's US$7.4 billion deal to buy a
controlling stake in DaimlerChrysler AG's Chrysler Group should
set off an alarm for workers of the ailing unit as analysts
predict that the equity firm will launch massive cost cuts,
published reports say.

Cerberus specializes in buying distressed companies and then
turning them around through heavy cost cutting, The Associated
Press observes.  The Free Press notes that Gerald Meyers, former
American Motors Corp. chief executive and now a University of
Michigan professor of business management, said dramatic cost
cutting is going to be necessary to make the deal work.

The investment firm needs to work with the United Auto Workers
union to restructure the US$18 billion that Chrysler estimates
it will eventually owe for UAW retiree health-care benefits, The
Wall Street Journal suggests.  The UAW represents about 50,000
of Chrysler's 80,000 workers, as well as many other workers in
the industry.

Benefits for active and retired union workers are certain to be
a big issue.  Rising health-care costs have bedeviled Chrysler
as its ranks of retirees have grown and health-care inflation
has hovered around 10% in recent years.  Cerberus is expected to
pressure the UAW to make substantial concessions, which could
raise the costs of prescription drugs and health-care premiums
for about 84,000 UAW retirees and dependents, the WSJ states.

The deal is also likely to raise fears for further job cuts
among Chrysler workers, the WSJ observes.  In February, the auto
maker said it would shed about 13,000 workers and idle a sport-
utility-vehicle factory in Delaware, part of a plan to cut
production capacity by 400,000 vehicles a year.  Cerberus
officials didn't disclose plans for further job cuts yesterday.

The TCR-Europe reported on April 23, 2007, that UAW President
Ron Gettelfinger has expressed opposition to the sale of
Chrysler to private equity investors because he is concerned
that they would "strip and flip" the company by selling it off
in parts.

However, Mr. Gettelfinger revealed to Detroit radio station WJR
that DaimlerChrysler CEO Dieter Zetsche and Chrysler CEO Tom
LaSorda had told him Saturday that "the status quo for the
Chrysler Group was no longer an option."  In a recent news
conference, Mr. Gettelfinger explained that until Saturday, his
position had been to fight to keep Chrysler within
DaimlerChrysler.  He was told then that wasn't possible.  He
said several times that he had to work with "the hand I was
dealt," the WSJ notes.

Meanwhile, Cerberus has said it will work with Chrysler's
existing management team, led by Mr. LaSorda.  But Cerberus has
on its payroll a team of former senior auto executives it can
call upon for advice.  They include former Chrysler Chief
Operating Officer Wolfgang Bernhard, former Ford Vice Chairman
David Thursfield, former Ford sales executive Robert Rewey and
former Chrysler sales and marketing executive Gary Dilts,
published reports say.  Cerberus hopes to run Chrysler more
effectively as a private company.

"People say, how can you turn this around and we can't?" said
Cerberus Chairman John Snow, former Treasury Secretary, in an
interview.  It will take patience, he said.  "It might take a
couple of years to really show the results.  And public
companies don't have two or three years."

                      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.


LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
--------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to AREP Car Acquisition Corp., the corporate entity that
will be established to affect the consummation of the proposed
acquisition and subsequent merger of Lear Corporation into a
subsidiary of American Real Estate Partners, L.P.

At the same time, the rating agency confirmed Lear's existing
ratings consisting of:

   -- a B2 corporate family rating,
   -- B3 senior unsecured notes, and
   -- B2 secured bank term loan.

The rating outlooks for, and revised Lear and Lear Newco's
outlook to, are stable from ratings under review for possible
downgrade.

Lear Newco's B2 rating considers the substantial leverage
deployed in its prospective capital structure, adequate interest
coverage and modest expectations for free cash flow.
Furthermore, the ratings incorporate the ongoing strengths, and
accompanying risk elements, in the underlying operating business
of Lear, which is a global leader in automotive seating and
electrical distribution systems.  Moody's assigned B2 ratings to
Lear Newco's US$3.6 billion of secured bank credit facilities,
and a Speculative Grade Liquidity rating of SGL-2, and a stable
outlook.

As Lear's shareholders have yet to vote on the acquisition
proposal from AREP, an affiliate of Mr. Carl C. Icahn, Moody's
will maintain separate ratings on Lear and ratings on Lear Newco
on an interim basis.  Should the merger and related financing be
completed as currently structured, which is expected towards the
end of the second quarter, ratings on Lear would be withdrawn.  
Although Lear would be the surviving corporation, it would be
under different ownership and have a new board of directors and
a different capital structure.  In time, Lear Newco will be re-
named Lear Corporation.

The acquisition is valued at roughly US$5 billion net of cash on
hand.  AREP will invest some US$1.3 billion in equity and
arrange a US$2.6 billion secured bank term loan with a maturity
in 2014 and a US$1.0 billion secured revolving credit facility
with a maturity in 2012, which is expected to be un-drawn at
closing.  Approximately US$1.3 billion of existing unsecured
Lear notes and some US$89 million of other Lear debt would
remain outstanding as obligations of Lear Newco.

"Although the acquisition will involve considerable financial
leverage and interest burden, Lear's global scale, market share,
and anticipated progress in diversifying its customer base and
restoring its operating margins establish a financial profile
that remains consistent with the B2 rating category," said Ed
Wiest, Vice President & Senior Analyst at Moody's.

The leveraging effect of the acquisition of Lear is viewed as a
negative credit event by Moody's.  Yet, because of the progress
that the company has made in recent months to improve its
operating performance, pro forma financial metrics for the
acquisition are expected to remain at levels consistent with the
B2 Corporate Family Rating.  In particular, Moody's noted that
Lear has completed the divestiture of its North American
interior business which had substantially negative EBITDA in
2006 and was a factor in the company's negative free cash flow
over the past few years.  Effectively, the elimination of this
loss making unit was a de-leveraging event for Lear.  Although
Lear maintains a minority interest in the business, it will no
longer be burdened by the large cash losses.  Under certain
contingencies, however, Lear may be called upon to contribute up
to an additional US$40 million to the venture.  Despite lower
production volumes at its principal North American customers,
Lear reported results above expectations in the first quarter of
2007.  Positive contributions from its operations outside of
North America, the rollout of new business awards, and savings
from its restructuring actions offset weakness on key platforms
in its largest market.  The company raised guidance on its core
operating earnings for 2007.  Consequently, Moody's confirmed
existing Lear ratings and restored a stable outlook.

Lear Newco's Corporate Family Rating of B2 considers its
leveraged capital structure, margins, which have been under
stress from lower North American vehicle production and elevated
raw material costs, and limited free cash flow anticipated over
the intermediate term.  The rating incorporates favorable
attributes of substantial scale, strong global market share,
resultant operating efficiencies, and a good liquidity profile.  
It further reflects increasing customer and geographic
diversification and a footprint that enables participation in
growth markets outside of mature regions of North America and
Western Europe.  Lear Newco's EBITA margins of under 4%, pro
forma debt/EBITDA of around 5.5 times, and EBITA/interest
coverage of 1.3 times, are typical of single B credits.  In
addition, the B2 rating emphasizes current pressures within the
cyclical automotive industry, and, importantly, Lear's ongoing
exposure to General Motors (GM with 29% of global revenues in
2006) and Ford Motor Company (Ford with 17%).  In part, this
pressure arises from lower volumes in Ford and GM's truck and
SUV models on which Lear historically has had significantly
higher content per vehicle. Over time, new business awards and
restructuring initiatives are expected to grow revenues, enhance
customer diversification, and contribute to healthier margins.

Lear Newco's stable outlook flows from its prospects for modest
free cash flow, solid liquidity, extended debt maturity profile,
and expectations of a gradual improvement in operating margins,
customer and geographic diversification.  However, the company
faces a challenging environment in North America, including
recent weak new vehicle sales trends and potential disruption to
customer production should OEM negotiations with the UAW not
lead to a smooth contract renewal in September 2007, and recent
weak new vehicle industry sales.  Its performance will continue
to be exposed to commodity costs, trends in North American
consumer interest for light trucks given its current
vehicle/platform mix, and developments in GM's and Ford's North
American market shares.

Lear Newco's Speculative Grade Liquidity rating is SGL-2 and
represents good liquidity over its initial year of operations.  
The rating is based upon expectations of modest free cash flow,
a US$1 billion un-drawn revolving credit facility with material
headroom under applicable financial covenants and a favorable
debt maturity profile.

Moody's confirmed Lear's existing B2 corporate family rating and
revised the outlook to stable from ratings under review for
possible downgrade.  The review was initiated on Feb. 5, 2007,
in response to announcements that Lear's Board of Directors had
accepted a proposal from AREP to be acquired and was focused on
the prospective changes to Lear's credit metrics and capital
structure which a leveraged acquisition implied.

The terms of the acquisition financing have now been assessed as
well as their impact on existing Lear obligations.  In addition,
Lear has completed the divestiture of its North American
interior business and reported its first quarter results.  The
interior unit had substantially negative EBITDA in 2006 and was
a factor in Lear's negative free cash flow over the past few
years.  Effectively, its disposition was a de-leveraging event
for Lear although there are certain contingencies in which Lear
may have to contribute up to an additional US$40 million.  
Despite lower production volumes at its principal North American
customers, Lear reported results above expectations in the first
quarter of 2007.  Positive contributions from its operations
outside of North America, the rollout of new business awards,
and savings from its restructuring actions offset weakness on
key platforms in its largest market.  The company raised
guidance on its core operating earnings for 2007.  Consequently,
Moody's confirmed existing Lear ratings and restored a stable
outlook.

Ratings assigned:

* AREP Car Acquisition Corp.

   -- Corporate Family, B2
   -- Senior Secured Term Loan, B2 (LGD-3, 44%)
   -- Senior Secured Revolving Credit Facility, B2 (LGD-3, 44%)
   -- Outlook, stable
   -- Speculative Grade Liquidity rating, SGL-2

Ratings confirmed:

* Lear Corporation

   -- Corporate Family, B2

   -- Senior Secured Term Loan, B2 (LGD-4, 50%)

   -- Senior Unsecured Notes, B3 (LGD-4, 61%)

   -- Shelf ratings for senior unsecured, subordinated and
      preferred, (P)B3, (P)Caa1(LGD-6, 97%), and (P)Caa1
      (LGD-6, 97%) respectively

   -- Speculative Grade Liquidity rating, SGL-2

Ratings revised:

* Lear Corporation

   -- Outlook stable from ratings under review for
      possible downgrade

Should the acquisition be approved by Lear's shareholders and
upon consummation of the merger, Lear's existing 8.75% notes,
8.5% notes, and 5.75% notes transition to obligations of Lear
Newco as Lear will be the surviving corporation.  Their ratings
would be unchanged at B3, but their Loss Given Default
Assessments would be LGD-4, 63%.

Indentures for unsecured notes constrain Lear's and its
guaranteeing subsidiaries' ability to grant collateral interests
without ratably securing the notes.  Existing Lear notes
maturing in 2008 and 2009 were issued under indentures, which
had tighter lien baskets than Lear's other unsecured notes.  
Under those same indentures, Lear has the option to redeem the
notes at any time under certain conditions.  Lear will be
obligated to redeem, or provide satisfactory notice that it has
irrevocably called those notes (a condition precedent for the
acquisition financing).  The surviving indentures applicable to
Lear Newco will generally provide for a lien basket of 10% of
defined consolidated assets compared to the 5% basket under the
indenture for the 2008 and 2009 notes.

The last rating action was on February 5, 2007 at which time
Lear's ratings were placed under review for possible downgrade.

                    About Lear Corporation

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior   
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.

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.

The company had revenue of US$17.6 billion in 2006 and has more
than 90,000 employees in 33 countries.  Following the
disposition of its interior business, Lear expects its ongoing
revenues in 2007 to approximate US$14.8 billion.


PETROLEOS DE VENEZUELA: Inks NatGas Transport Pact with 2 Firms
---------------------------------------------------------------
Venezuelan state oil firm Petroleos de Venezuela SA has signed a
20-year natural gas transport with Colombian counterpart
Ecopetrol and US oil firm Chevron Corporation, Business News
Americas reports.

Ecopetrol said in a statement that Colombia will export 50
million cubic feet per day of gas during the first year, 150
million cubic feet a day in the following two years and 100
million cubic feet daily in the fourth.  Starting at the end of
the fourth year, Venezuela will supply Colombia with an average
of 150 million cubic feet per day for 16 years.  Supply will
begin with 16 million cubic feet a day and increase with
Colombian market needs.

BNamericas relates that the deal also involves additional
investment of US$140 million in 2007-08 to boost compression in
Colombia's La Guajira gas-producing fields, where Chevron works
with Ecopetrol.

A gas transport pipeline between the South American nations will
be completed in the second half of 2007, BNamericas states.

                        About Chevron

Chevron Corporation manages its investments in subsidiaries and
affiliates, and provides administrative, financial, management
and technology support to the United States and foreign
subsidiaries that engage in fully integrated petroleum
operations, chemicals operations, mining operations of coal and
other minerals, power generation and energy services.  
Exploration and production (upstream) operations consist of
exploring for, developing and producing crude oil and natural
gas, and also marketing natural gas.  Refining, marketing and
transportation (downstream) operations relate to refining crude
oil into finished petroleum products; marketing crude oil and
the many products derived from petroleum, and transporting crude
oil, natural gas and petroleum products by pipeline, marine
vessel, motor equipment and rail car.  Chemical operations
include the manufacture and marketing of commodity
petrochemicals, plastics for industrial uses, and fuel and
lubricant oil additives.

                      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.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: Will Assume Cerro Negro Bonds
-----------------------------------------------------
Venezuela's state oil firm Petroleos de Venezuela SA told owners
of US$494 million in bonds issued by Cerro Negro, one of the
four heavy oil joint-venture projects, that it would assume the
debt after the Venezuelan government nationalized the project,
Guillermo Parra-Bernal at Bloomberg News reports.

According to Bloomberg News' Mr. Parra-Bernal, Petroleos de
Venezuela bonds "fell on concern" that the nationalization of
the heavy oil joint-venture projects might bring about
"bondholder default claims against" the firm.

Xavier Vegas, a trader with Activalores Sociedad de Corretaje de
Valores CA, commented to Bloomberg News' Mr. Parra-Bernal, "The
perception is that any decision by bondholders to declare a
default or to speed up payments will have a negative effect on
Petroleos' ability to service its debt."

Bloomberg News' Mr. Parra-Bernal relates that the yield on
Petroleos de Venezuela's 5.25% bond due April 2017 increased 12
basis points to 7.97% on May 14.  The yield reached the highest
since the bond started trading on April 3, showing a rising
perception of risk.  The bond's price fell 0.69 cent to 81.61
cents on the dollar.  The 2017 bond yields 324 basis points over
the Treasury note maturing in May 2017.  The yield premium
increased from 313 basis points on May 11.

Loomis Sayles & Co. Vice Chairperson Dan Fuss told Bloomberg
News' Mr. Parra-Bernal that the firm is one of the investors
that sold the debt it held in the heavy-oil projects in the past
two months.  According to securities filings, Loomis Sayles held
notes with a total face value of about US$88 million as of
Feb. 28.  Loomis Sayles completely sold the notes three weeks
ago.

The report says that the cost of credit default swaps, default
insurance on the Petroleos de Venezuela bonds, rose 27% since
April 26, after Lehman Brothers Holdings Inc. warned that the
"ownership structure issue" could bring about default.  The
indicated price of purchasing five-year credit protection on
US$10 million of Petroleos de Venezuela increased to US$254,700
on May 11, compared to US$250,700 on May 10.

Bloomberg News' Mr. Parra-Bernal explains that credit-default
swaps are financial instruments based on underlying bonds' and
loans' creditworthiness.  They are used to speculate on the
ability of nations or firms to repay debt.  A rise in price
indicates deterioration in credit quality.

A fall in international reserves is causing doubt on the
government's ability in the future to pay its debt without
putting its finances under strain, Mr. Vegas told Bloomberg
News' Mr. Parra-Bernal.

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.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


* VENEZUELA: Closes Ethanol Purchase Contract with Petrobras
------------------------------------------------------------
Venezuela has closed a one-year contract to buy ethanol from
Brazilian state-owned oil firm Petroleo Brasileiro SA aka
Petrobras, the company's fuel distribution director Paulo
Roberto Costa told reporters in Brazil.

Mr. Costa commented to Business News Americas, "We are preparing
a deal to start shipping 20M-30Ml a month of ethanol to
Venezuela.  It is a one-year contract but it can be extended for
one more year."

Mr. Costa said that Petrobras exported about 12 million liters
of ethanol to the US in April, BNamericas notes.  The company
will ship some 20 million liters of ethanol in coming days to
Nigeria.

Meanwhile, an ethanol export deal with Japan has not yet been
signed, according to BNamericas.

"The contract was not signed because Japan has to change its
laws, establish infrastructure for ethanol and make their
costumers aware of its importance," Mr. Costa explained to
BNamericas.

                   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.

                        *     *     *

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: Ternium Takeover May be for Commercial Benefit
-----------------------------------------------------------
Venezuelan President Hugo Chavez's could have made the threat to
nationalize steel maker Ternium Sidor to gain commercial
advantage, and not just to end an alleged steel making monopoly,
Business News Americas reports, citing a sector analyst.

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, President Chavez, after threatening to Sidor, urged
the steel maker to increase local sales of steel to avoid a
government intervention.  The Venezuelan leader admitted that he
didn't want to nationalize the firm, but Sidor refused to supply
domestic companies and gives preference to exports.  Ternium is
a unit of Argentine-Italian conglomerate Techint.  Venezuela's
government currently owns 21% of Sidor's shares, while workers
hold roughly a 20% stake.

Argentine brokerage Allaria Ledesma analyst Cristian Reos told
BNamericas, "It seems that what Chavez wants is for Sidor, which
is controlled by Ternium, to sell plates cheaper to the domestic
market.  I don't believe this talk of nationalization."

Mr. Reos said that President Chavez may be trying to gain
commercial advantage over a certain product or to increase the
price of a certain raw material that the government sells to
Sidor, BNamericas notes.

According BNamericas, Venezuelan expert Igor Villegas agreed
with Mr. Reos.

Mr. Villegas commented to BNamericas, "The state always has a
strategy to raise oil prices or drop the price of steel and I
think this is a practice that has become very common here."

It is a government strategy aimed at reducing the cost of inputs
for some industries that the government is promoting, since it
has been shown to President Chavez that up to 70% of Sidor's
output goes to the local market, BNamericas says, citing Mr.
Villegas.

BNamericas relates that Mr. Villegas is positive that President
Chavez's statement of nationalizing Sidor caused several
problems and caused a strike at the firm, resulting in the loss
of almost US$2 million and a confrontation between a small group
of employees in favor of nationalization and a large group who
are against it.

Mr. Villegas told BNamericas, "President Chavez is used to
speaking out and doesn't consider the consequences of what he
says."

The report says that President Chavez's statement also affected
the price of Grupo Ternium's shares.

Argentine brokerage Cibsa analyst Mariana de Mandiburu explained
to BNamericas, "Sidor brings in over 30% of Ternium's revenues
and it's easy to see the risk and how it determines the way
Ternium's shares are traded."

"Chavez's statements affect the price of Ternium and a lot of
investors get scared and don't see that there is a different
purpose for that statement," Mr. Reos told BNamericas.

                        *     *     *

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
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
delos Santos, Christian Toledo, and Junald Ango, Editors.

Copyright 2007.  All rights reserved.  ISSN 1529-2746.

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           * * * End of Transmission * * *