---

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

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

            Tuesday, March 25, 2008, Vol. 9, No. 59

                            Headlines


A R G E N T I N A

ALAGRO SA: Buenos Aires Court Concludes Reorganization
CHACO LITORAL: Trustee to File Individual Reports on April 9
DKA SA: Proofs of Claim Verification Deadline is May 6
FERRO CORP: Posts US$94 Million Net Loss for Year Ended Dec. 31
PAPELERA UNIVERSAL: Trustee to Verify Claims Until April 28

SCO GROUP: Posts US$1.5 Mil. Net Loss in 1st Qtr. Ended Jan. 31
VALEANT PHARMA: Posts US$6.2 Mil. Net Loss in Year Ended Dec. 31


B E L I Z E

CONTINENTAL AIRLINES: Union Criticizes AMFA Over Mechanic Jobs


B E R M U D A

INTELSAT LTD: Dec. 31 Balance Sheet Upside-Down by US$722,384
SEA CONTAINERS: Wants to Ink Two Charter Termination Agreements
SECURITY CAPITAL: Issues Response to Merrill Lynch's Lawsuit
SECURITY CAPITAL: S&P Drops BB- Preference Shares Rating to C


B R A Z I L

ALCATEL-LUCENT: To Provide Telephony Software to Votorantim
BANCO BRADESCO: Wins Back Rights to Handle Payroll Accounts
BANCO DO BRASIL: Will Fund Up to BRL1 Billion for Agribusiness
BANCO DO BRASIL: Loses State Payroll Rights to Bradesco
BANCO RURAL: Ayanna Tenorio Torres de Jesus Denies Fraud Charges

BRASKEM SA: Develops “Green” Linear Polyethylene
CA INC: Ample Cash Flow Prompts S&P's Positive CreditWatch
COMPANHIA SIDERURGICA: Board Approves 10.8 Million Share Buyback
COSAN SA: May Participate in Power Auction on April 30
EL PASO CORP: Earns US$1.11 Billion in 12 Months Ended Dec. 31

GRAPHIC PACKAGING: Moody's Keeps Low-B Rtngs. on Altivity Merger
RHODIA SA: Yves-Rene Nanot Resigns as Chairman of the Board
TECUMSEH PRODUCTS: Shareholder Asks Board to Study Sale of Biz
UAL CORPORATION: De-registers Unsold 4.5% Convertible Notes
UAL CORPORATION: Staff Not Protected by AMFA, Teamsters Says

USINAS SIDERURGICAS: Names Marco Antonio Castello Branco as CEO


C A Y M A N  I S L A N D S

CARPROV CAYMAN: Proofs of Claim Filing is Until April 2
GRAND CIRCLE: Moody's Assigns Corporate Family Rating at B2
SHIODOMETOWER FUNDING: Proofs of Claim Filing is Until April 2
WESTWAYS FUNDING: Proofs of Claim Filing Deadline is April 2
WESTWAYS FUNDING IX: Proofs of Claim Filing is Until April 2

UC PARTNERS: Proofs of Claim Filing Deadline is April 2


C H I L E

QUEBECOR WORLD: Seeks Nod to Pay Prepetition Wages to Managers
QUEBECOR WORLD: Wants to Assume BofA's Purchasing Card Pact
QUEBECOR WORLD: Wants to Pay DB Plans Funding Contributions


C O L O M B I A

BANCOLOMBIA: Launches 90 Service Points at Non-Bank Locations
GRAN TIERRA: Net Loss Rises to US$8 Mil. in Year Ended Dec. 31


D O M I N I C A N   R E P U B L I C

PRC LLC: Can Employ Philip Goodeve as Chief Financial Officer
PRC LLC: Court Okays Evercore Group as Investment Bankers
TRICOM SA: Bancredit Balks at Schedules Filing Extension
TRICOM SA: Wants to Hire FTI as Restructuring Consultant
TRICOM SA: Wants to Hire Kurtzman as Notice & Claims Agent


E C U A D O R

* ECUADOR: Moody's Upgrades Foreign Currency Ratings to B3
* ECUADOR: Moody's Withdraws B3 Rating for Business Reasons


E L  S A L V A D O R

HANESBRANDS INC: Davenport Puts Buy Rating on Firm's Shares


J A M A I C A

AIR JAMAICA: Airbus 340 to Cost Gov't US$3.5 Million
CABLE & WIRELESS: Jamaican Unit to Launch One-Rate Plan
NATIONAL COMMERCIAL: Realigns Insurance Arm With Wealth Unit
NATONAL WATER: Senator Norman Grant Complains on Rate Increase


M E X I C O

ALASKA AIRLINES: Staff Not Protected by AMFA, Teamsters Says
ASARCO LLC: Grupo Mexico Pleased With Court's Decision
BLUE WATER: Creditors Panel Can Hire Schafer as Counsel
BLUE WATER: Creditors Panel Wants Stout Risius as Advisor
BLUE WATER: Seeks to Tap Miller Buckfire as Investment Banker

BLUE WATER: Wants to Hire Huron as Financial Consultants
CHEMTURA CORP: Posts US$3 Mil. Net Loss in Year Ended Dec. 31
MOVIE GALLERY: Seeks Permission to Reject Dotcast License Pact
UNITED RENTALS: Pays US$27MM Settlement for Class Action Suits
* MEXICO: S&P Says US Downturn May Affect 2008 Creditworthiness


P U E R T O  R I C O

COOPER COMPANIES: Moody's Holds Ba3 Ratings, Outlook Negative
DORAL FINANCIAL: Posts US$170.9 Mln Net Loss in 2007 Fiscal Year
SPANISH BROADCASTING: S&P Says Strategic Review Won't Affect Rtg
W HOLDING: Discloses Nasdaq Preferred Stock Delisting Update


V E N E Z U E L A

CHRYSLER LLC: Agrees to Extend Supply Agreement to April 2
HARVEST NATURAL: Reports Operational Status of Venezuelan Unit
NORTHWEST AIRLINES: Staff Not Protected by AMFA, Teamsters Says
PETROLEOS DE VENEZUELA: Migrates Sincor Project Senior Debt


X X X X X X

* Large Companies with Insolvent Balance Sheet


                         - - - - -


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

ALAGRO SA: Buenos Aires Court Concludes Reorganization
------------------------------------------------------
Alagro S.A. concluded its reorganization process, according to
data released by Infobae on its Web site.  The closure came
after the National Commercial Court of First Instance in Buenos
Aires homologated the debt plan signed between the company and
its creditors.


CHACO LITORAL: Trustee to File Individual Reports on April 9
------------------------------------------------------------
Eduardo Adolfo Gaviraghi, the court-appointed trustee for Chaco
Litoral S.A.'s bankruptcy proceeding, will present the validated
claims as individual reports in the National Commercial Court of
First Instance in Resistencia, Chaco, on April 9, 2008.

Mr. Gaviraghi verified creditors' proofs of claim until
Feb. 21, 2008.  She will also submit a general report containing
an audit of Chaco Litoral's accounting and banking records in
court on May 22, 2008.

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

The debtor can be reached at:

           Chaco Litoral S.A.
           Marcelo T. de Alvear 1034, Resistencia
           Chaco, Argentina

The trustee can be reached at:

           Eduardo Adolfo Gaviraghi
           Hornero 727, Resistencia
           Chaco, Argentina


DKA SA: Proofs of Claim Verification Deadline is May 6
------------------------------------------------------
Israelson Kohan Consultores, the court-appointed trustee for DKA
S.A.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until May 6, 2008.

Mr. Consultores will present the validated claims in court as
individual reports on June 18, 2008.  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 DKA 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 DKA's accounting
and banking records will be submitted in court on Aug. 14, 2008.

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

The trustee can be reached at:

           Israelson Kohan Consultores
           Lavalle 1672
           Buenos Aires, Argentina


FERRO CORP: Posts US$94 Million Net Loss for Year Ended Dec. 31
---------------------------------------------------------------
Ferro Corporation filed its financial statements for the quarter
and year ended Dec. 31, 2007, in a 10-K filing with the U.S.
Securities and Exchange Commission.

Ferro Corp. had a net loss of US$94.4 million on net sales of
US$2.2 billion for the year ended Dec. 31, 2007, compared to a
net income of US$19.3 million on net sales of US$2.0 billion in
2006.

Sales for the year ended Dec. 31, 2007 were a record US$2.2
billion, up 8% from 2006.  Sales for the fourth quarter were
US$570.7 million, an increase of 14.8% from the fourth quarter
of 2006.

Net sales increased 8% in 2007 primarily as a result of product
price increases and favorable changes in foreign currency
exchange rates.  Compared with 2006, sales increased in the
Performance Coatings, Color and Glass Performance Materials,
Electronic Materials, and Polymer Additives segments.  Sales
declined in the Specialty Plastics and Other Businesses
segments.  Sales to customers outside the United States grew by
16% while sales within the United States fell by 1%.

Increased product prices and favorable changes in foreign
currency exchange rates were the primary drivers of the
increased sales. The effects of lower volume in Specialty
Plastics, porcelain enamel products in Performance Coatings, and
Polymer Additives partially offset the sales increases.  The
volume declines were largely the result of weak demand from U.S.
markets in automobiles, appliances and residential housing, the
company said.

Ferro Corp., at Dec. 31, 2007, had total assets of US$1.6
billion, total liabilities of US$1.1 billion, and a
stockholders' equity of US$476.2 million, compared to total
assets of US$1.7 billion, total liabilities of US$1.2 billion,
and a stockholders' equity of US$535.0 million at Dec. 31, 2006.

Total debt at the end of 2007 was US$526.1 million, a decrease
of US$66.3 million from the end of 2006.  The decline in debt
during 2007 was primarily the result of lower cash deposit
requirements for precious metal consignments.  In addition, the
company had net proceeds of US$54.6 million from its U.S.
accounts receivable securitization program at the end of 2007,
compared with US$60.6 million at the end of 2006.  The company
also had US$42.1 million in net proceeds from similar programs
outside the U.S. at the end of the year, compared with US$33.7
million at the end of 2006. The company generated US$144.6
million of net cash from operating activities during 2007.

Restructuring charges of US$16.9 million were recorded in 2007,
resulting from rationalization programs in the company's
European inorganic materials manufacturing facilities and costs
associated with discontinuing dielectric materials production at
an Electronic Materials manufacturing location in Niagara Falls,
New York.  The restructuring project in Electronic Materials was
completed in 2007, and the restructuring programs in Europe are
expected to continue through 2009.

                   2008 First-Quarter Estimates

Sales for the 2008 first quarter, ending March 31, are expected
to be approximately US$550 million to US$575 million compared
with sales of US$530 million in the first quarter of 2007,
reflecting an ongoing mix of business conditions in different
regions. Business conditions in the U.S. are expected to be
difficult due to continued weak demand from housing, appliances
and automotive markets.

Earnings for the first quarter are expected to be in the range
of US$0.12 to US$0.17 per share.  This estimate includes
expected charges of approximately US$0.05 per share, primarily
from the continuation of manufacturing rationalization
activities.  Also included in the first quarter estimates are
pre-tax charges of US$2 million to US$3 million to complete the
restoration of full wastewater treatment capabilities at the
company's Bridgeport, New Jersey, manufacturing plant.  The
company reported income from continuing operations of US$0.14
per share in the first quarter of 2007, including charges of
approximately US$0.08 per share.

"We continue to build a foundation for the future through
aggressive restructuring efforts and organizational change,"
said Chairman, President and Chief Executive Officer James F.
Kirsch. "While we are disappointed by our reported loss for
2007, we are encouraged by strong cash flow from net operating
activities and our ability to reduce debt.  We will continue to
drive cost and expense savings across the business, while
investing in our customer relationships and stressing the values
and behaviors that support our opportunities to win and enhance
value for our shareholders."

Mr. Kirsch added that the company is on track with the
restructuring programs it has initiated over the past 18 months,
and that Ferro remains committed to meeting its goal of 10
percent operating margins, as a percent of sales excluding
precious metals, in 2010.  This will be achieved through organic
growth of higher-value products, coupled with incremental
savings generated from Ferro's ongoing restructuring programs,
aggressive pursuit of manufacturing productivity improvements,
improved pricing for value, and expense reductions.

                     About Ferro Corporation

Based in Cleveland, Ohio, Ferro Corporation (NYSE: FOE) --
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.

                          *     *     *

Ferro Corp. carries Moody's Investors Service's B1 corporate
family rating assigned on May 2007.  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.


PAPELERA UNIVERSAL: Trustee to Verify Claims Until April 28
-----------------------------------------------------------
Manuel Camilo Arias, the court-appointed trustee for Papelera
Universal Group S.R.L.'s reorganization proceeding, will be
verifying creditors' proofs of claim until April 28, 2008.

Mr. Arias will present the validated claims in court as  
individual reports on June 10, 2008.  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 Papelera Universal 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 Papelera Universal's
accounting and banking records will be submitted in court on
Aug. 6, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 11, 2009.

The trustee can be reached at:

        Manuel Camilo Arias
        Amenabar 2529
        Buenos Aires, Argentina


SCO GROUP: Posts US$1.5 Mil. Net Loss in 1st Qtr. Ended Jan. 31
---------------------------------------------------------------
The SCO Group Inc. reported a net loss of US$1.5 million on
total revenues of US$4.9 million for the first quarter ended
Jan. 31, 2008, compared with a net loss of US$1.0 million on
total revenues of US$6.0 million in the same period ended
Jan. 31, 2007.

The company attributed the decrease in total revenues to a
decrease in UNIX products and services revenues as a result of
continued competition from other operating systems, primarily
Linux and from continuing negative publicity from the company's
filing of Chapter 11 bankruptcy and the litigation between the
company and IBM, Novell and Red Hat.

Reorganization expense totaled US$844,000 during the first
quarter ended Jan. 31, 2008.  Reorganization expense consists of
legal and professional fees associated with the Chapter 11
bankruptcy and development of a reorganization plan.

Other income, net, increased US$434,000 for the three months
ended Jan. 31, 2008, as compared to the three months ended
Jan. 31, 2007.  This increase was primarily attributable to a
realized gain as a result of a sale of intellectual property.

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet
showed US$12.9 million in total assets, US$10.5 million in total
liabilities, and US$2.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available
for free at http://researcharchives.com/t/s?294e

                         About SCO Group

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc.-- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and
liabilities showed total assets of US$9,549,519 and total
liabilities of US$3,018,489.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Court further extended the Debtors' exclusive periods to
file a Chapter 11 plan until May 11, 2008; and solicit
acceptances of that plan until July 11, 2008.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Tanner LC in Salt Lake City, Utah, expressed
substantial doubt about The SCO Group Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Oct. 31, 2007.  The auditing firm
reported that the company is a debtor-in-possession under
Chapter 11 of the U.S. Bankruptcy Code, has experienced
significant and continuing net losses, and is faced with
substantial contingent liabilities as a result of certain
adverse legal rulings.


VALEANT PHARMA: Posts US$6.2 Mil. Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Valeant Pharmaceuticals International reported a net loss of
US$6.2 million on total revenues of US$872.2 million for the
year ended Dec. 31, 2007, compared with a net loss of
US$57.6 million on total revenues of US$862.8 million for the
year ended Dec. 31, 2006.

In 2007, the company recorded a restructuring charge of
US$23.2 million which consisted of US$13.6 million for the 2006
Restructuring and US$9.6 million related to the 2008 Strategic
Review.

This compared with a restructuring charge of US$138.2 million
for 2006.  The 2006 Restructuring was primarily focused on the
company's research and development and manufacturing operations.   

The charges in the 2006 Restructuring included impairment
charges of US$97.3 million resulting from the sale of the
company's former headquarters facility, discovery and pre-
clinical operations equipment, and its  former manufacturing
facilities in Puerto Rico and Basel, Switzerland.  

          2008 Strategic Review and Restructuring

In October 2007, the company's board of directors initiated a
strategic review of its business direction, geographic
operations, product portfolio, growth opportunities, and
acquisition strategy. The company expects to make an
announcement pertaining to its 2008 Strategic Review in late
March 2008.  The company said that this review will lead to
significant changes in its business.

                      Income from Operations

Income from operations increased to US$75.3 million for the year
ended Dec. 31, 2007, compared to income of US$8.0 million during
the year ended Dec. 31, 2006.

                Income from Continuing Operations

Income from continuing operations was US$26.1 million in 2007,
compared with a loss from continuing operations of US$56.8
million in 2006.

                Loss from Discontinued Operations

The loss from discontinued operations was US$32.2 million in
2007 compared to a loss of US$751,000 for 2006.  The losses in
2007 and 2006 related to the company's Infergen business.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet
showed US$1.49 billion in total assets, US$1.08 billion in total
liabilities, and US$414.1 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?295d

                  About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International (NYSE: VRX) -- http://www.valeant.com/-- is a   
global specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical
products primarily in the areas of neurology, infectious disease
and dermatology.   It has offices in Argentina, Singapore and
Taiwan.

                        *     *     *

In January 2007, Moody's Investors Service confirmed the ratings
of Valeant, including the B2 Corporate Family Rating, and
concluded the rating review for possible downgrade, which was
first initiated on Oct. 23, 2006.  Ratings hold to date.



===========
B E L I Z E
===========

CONTINENTAL AIRLINES: Union Criticizes AMFA Over Mechanic Jobs
--------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA
also misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics at Continental increased to 3,605 last year from
3,050 in 1998, when the Teamsters became the mechanics'
representative.  Continental's furlough list has been exhausted
and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by
AMFA.  United has cut more maintenance workers than any other
U.S. airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that
AMFA has to resort to lies to hang on to the members it has
left," said Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period
ends March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent
company of Horizon Air Industries Inc. and Alaska Air Group
Leasing.  Alaska Airlines and Horizon Air together serve 92
cities through an expansive network in Alaska, the Lower 48,
Hawaii, Canada and Mexico.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007, the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Bankruptcy News, Issue No.
88; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  The Court
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  
The company emerged from bankruptcy protection on Feb. 1, 2006.  
(United Airlines Bankruptcy News, Issue No. 154; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout Belize, Mexico, Europe
and Asia, serving 144 domestic and 139 international
destinations.  More than 500 additional points are served via
SkyTeam alliance airlines.  With more than 45,000 employees,
Continental has hubs serving New York, Houston, Cleveland and
Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Fitch Ratings affirmed Continental Airlines 'B-'
issuer default rating with a stable outlook.



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

INTELSAT LTD: Dec. 31 Balance Sheet Upside-Down by US$722,384
-------------------------------------------------------------
Intelsat, Ltd.'s December 31 balance sheet showed total assets
of US$12,053,332, total liabilities of US$12,775,716 and
stockholders' deficit of US$722,384.

The company reported revenue of US$575.5 million and a net loss
of US$2.6 million for the three months ended Dec. 31, 2007.  For
the full year ended Dec. 31, 2007, the company reported revenue
of US$2,183.1 million and a net loss of US$191.9 million.

Intelsat CEO Dave McGlade commented, “In 2007, Intelsat
demonstrated the ability to deliver revenue growth, improved
operating profit margins and positive free cash flow from
operations even as we made significant investments in our fleet.  
Our fourth quarter results provided a strong finish to a good
year, with revenue growth in excess of seven percent over the
prior year quarter after excluding our legacy channel service
offering.

“We believe Intelsat is well positioned as an infrastructure
provider of choice in each of the customer sets and regions
served by our global network.  Applying our ‘plan global, act
local’ business philosophy, our capacity is powering
economic growth at every phase of development,” Mr. McGlade
continued.  “From enabling wireless network expansions in
developing regions, to delivering television programming as
consumer applications develop, our business model provides us
with visibility and predictability as we grow.  This is
reflected in our backlog of future revenues, which increased at
year end to US$8.2 billion.”

                    New Sponsors Acquisition

On Feb. 4, 2008, the company announced the successful closing of
the acquisition of all of the primary equity ownership of its
parent, Intelsat Holdings, Ltd., by Intelsat Global, Ltd.
(formerly known as Serafina Holdings Limited), an entity
controlled by funds advised by BC Partners Holdings Ltd.,
Silver Lake Partners and certain other equity investors.  
Immediately following the consummation of the transaction,
Intelsat (Bermuda), Ltd. transferred certain of its assets and
liabilities to a new wholly-owned subsidiary, Intelsat Jackson
Holdings, Ltd., and assumed certain debt obligations entered
into by a subsidiary of Intelsat Global, Ltd. in order to effect
the transaction and refinance certain existing debt of Intelsat.  
The assumed debt includes a bridge financing comprised of two
tranches, a US$2.81 billion cash pay senior unsecured bridge
loan and a US$2.15 billion PIK election senior unsecured bridge
loan.

The acquisition results in a change of control under the
indentures governing certain of Intelsat’s outstanding notes and
the credit agreement governing certain of Intelsat’s outstanding
term loans, which require the company to
repurchase such notes or repay such loans at a price of 101
percent of the principal amount, plus accrued interest to the
date of the repurchase or repayment.  The first of these change
of control offers was launched on March 5, 2008 in accordance
with the timelines specified by the issues’ indentures.  Any
debt repurchased by the company as a result of the change of
control provisions can be financed by committed backstop
facilities at each respective entity.  If the backstops are used
to fund the change of control offers, the terms for guarantees,
ranking and events of default are expected to be substantially
identical to the respective existing securities and loans, and
the covenants are expected to be similar as well.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Bermuda-based Intelsat Ltd. to 'B'
from 'B+' and removed the ratings from CreditWatch.  S&P said
the outlook is stable.


SEA CONTAINERS: Wants to Ink Two Charter Termination Agreements
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to allow Sea
Containers Ltd. to enter into two Charter Termination Agreements
in connection with the sale of SeaStreak America, Inc., and
Highlands Landing Corporation by non-debtor affiliate Sea
Containers America, Inc., to New England Fast Ferries for
US$3,000,000.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that although SeaStreak
conducts the operations of a fleet of vessels consisting of four
high-speed passenger catamarans in New York Harbor, banks
CitiCapital Commercial Leasing Corporation and Chase Equipment
Leasing, Inc., own the Vessels.

The Banks bareboat-chartered the Vessels to Circle Navigation,
Inc., and its affiliates, pursuant to various bareboat charter
agreements.  Circle Navigation, in turn, time-chartered the
Vessels to SeaStreak pursuant to various time charter
agreements.

As payment for SeaStreak's obligations under the Time Charters,
SCL and SCA issued guarantees to CitiCapital and Chase
Equipment.  As of Jan. 31, 2008, the outstanding obligation
under the Time Charters is US$17,600,000.  Mr. Brady discloses
that SeaStreak has been in default under the charters since May
2006 due to the financial condition of the Debtors.

As part of the Debtors' restructuring efforts, and after
negotiations with various interested entities, SCL decided to
sell SeaStreak's equity to New England through a stock purchase
agreement.

As a condition to the sale's closing, SCL, SCA and Circle
Navigation must execute separate Charter Termination Agreements
with CitiCapital and Chase Equipment to facilitate the
transaction for all the parties involved.  Pursuant to the
Agreements, all the Bareboat and Time Charters will be
terminated, so the Banks can sell the Vessels to New England,
free and clear of the Banks' liens and interests.  In addition,
SCL and SCA will be relieved of their obligations as guarantors.

Under the Agreements, certain indemnification provisions
contained in the Charters, and certain tax indemnification
agreements between the Banks and SeaStreak will be ratified, and
thus, survive the termination.

The Debtors submit that the minimal obligations contemplated by
the Agreements outweigh the benefits that they will obtain from
the transaction.  The Debtors assure the Court that SCL's
participation in the sale through the Agreements provides
significant benefit to the bankruptcy estates by eliminating
substantial guaranty obligations, some of which are presently in
default.

In addition, the parties to the SPA and the Agreements have
worked diligently to finalize the documents so that the
transaction may be consummated by March 31, 2008.  Accordingly,
the Debtors also ask the Court to waive the 10-day stay period
under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.


SECURITY CAPITAL: Issues Response to Merrill Lynch's Lawsuit
------------------------------------------------------------
In response to a lawsuit filed March 19, 2008, in a New York
federal court against XL Capital Assurance Inc., the financial
guarantee subsidiary of Security Capital Assurance Ltd. by
Merrill Lynch International, a subsidiary of Merrill Lynch & Co.
Inc., Security Capital confirmed that Merrill Lynch
International was the previously referred to counterparty to the
seven credit default swaps that the Security Capital announced
XL Capital had terminated in February and March.

As Security Capital previously disclosed on March 17, 2008, the
notional amount of the terminated credit default swaps at Dec.
31, 2007, aggregated US$3.1 billion before reinsurance.  For the
year ended Dec. 31, 2007, the company recorded a charge of
US$632.3 million relating to these CDS contracts, of which
US$215.0 million represents a net unrealized, mark-to-market
loss and US$417.3 million represents the provision of case basis
reserves for losses and loss adjustment expenses.

Security Capital disclosed that it had terminated XL Capital's
contracts with Merrill Lynch International due to the fact that
Merrill Lynch International repudiated its contractual
obligations to XL Capital by committing to provide one or more
third parties with the same collateralized debt obligation
control rights that it had previously promised to XL Capital.

Security Capital stated:  "The decision to terminate the Merrill
Lynch International contracts was not made lightly.  It was
important to XLCA under these agreements that it secured control
rights in order to better protect our interests and it is
indefensible that Merrill Lynch International chose to strip
XLCA of those protections.  Despite whatever other claims
Merrill Lynch may make regarding these terminations, we believe
that Merrill Lynch International gave the control rights on
seven collateralized debt obligations contracts to one or more
third parties without our knowledge and in direct violation of
our agreements.  As a result, we have a responsibility to take
the appropriate action and terminate these contracts.  We are
disappointed that Merrill Lynch has decided to avoid taking
responsibility for its conduct."

XL Capital had agreed to enter into each of the seven
transactions with Merrill Lynch International on the condition
that it exercise collateralized debt obligation voting rights
described in the agreements "solely in accordance with the
written instructions" of XL Capital.  By committing to provide
the same voting rights to a third party, Merrill Lynch
International repudiated its contractual obligations to XL
Capital and entitled Security Capital to terminate the trades.

Although Merrill Lynch International disputes the terminations,
it has repeatedly failed to deny having entered into agreements
with a third party that accorded them voting rights Merrill
Lynch International had previously promised to XL Capital.  
Merrill Lynch International again fails to deny having done so
in the lawsuit it filed on March 19 against XL Capital.

Security Capital continued, "XLCA strongly disputes the basis
for the legal claims that Merrill Lynch International filed
yesterday and intends to defend its terminations vigorously.  
The company has already retained trial counsel at the law firm
of Quinn Emanuel Urquhart Oliver & Hedges and looks forward to a
prompt trial at which it can have its rights vindicated."

                      About Security Capital

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                          *      *      *

As reported in the Troubled Company Reporter-Latin America on
March 19, 2008, Moody's Investors Service has downgraded the
debt ratings of Security Capital Assurance Ltd.'s provisional
senior debt to (P)Ba1 from (P)Baa3, provisional subordinated
debt to (P)Ba2 from (P)Ba1 and preference shares to B3 from Ba2)
and a related financing trust, with the ratings remaining on
review for further possible downgrade.  The rating action was
prompted by the company's announcement that it has elected not
to declare the semi-annual dividend  payment on its Series A
perpetual non- cumulative preference shares.  The insurance
financial strength ratings of Security Capital's operating
subsidiaries, XL Capital Assurance Inc., XL Capital Assurance
(U.K.) Limited and XL Financial Assurance Ltd. remain at A3 on
review for possible downgrade.


SECURITY CAPITAL: S&P Drops BB- Preference Shares Rating to C
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Security Capital Assurance Ltd.'s series A perpetual
noncumulative preference shares to 'C' from 'BB-'.  The shares
remain on CreditWatch with negative implications.
     
At the same time, S&P withdrew its 'BB+' preliminary senior
secured debt rating and 'BB-' preliminary preferred stock rating
on Security Capital's Rule 415 shelf registration.  These
actions follow the company's recent announcement that its board
of directors elected not to declare a semiannual dividend
payable on March 31, 2008.

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.



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

ALCATEL-LUCENT: To Provide Telephony Software to Votorantim
-----------------------------------------------------------
Alcatel-Lucent S.A. said that Votorantim has selected its hybrid
telephony software for a nationwide deployment in five company
sites in Brazil, in addition to Votorantim offices around the
world.  With the solution, Votorantim will count on a state-of-
art solution that meets the company’s need for better quality of
voice, new services and reduced network management costs.  
Votorantim will deploy this system in 68 sites in Brazil for its
Votorantim Metals, Agribusiness, Pulp and Paper, Cement, and
International businesses.

Around the world, seven offices will adopt Alcatel-Lucent’s
solution:

          -- three in Peru (two in Cajamarquilla and one in San
             Izidro);

          -- two in Colombia (Bogota and Belensito);
         
          -- one in Shanghai; and
  
          -- one in Newark, New Jersey, USA.

Around 5,000 users in 68 sites across the country will benefit
from the new telephony system based on the OmniPCX Enterprise,
Alcatel-Lucent’s telephony solution for large companies and
also, OmniVista solution, the management platform.  Outside
Brazil, there are network links that connect the seven offices
to the Brazilian headquarters that manages their telephony
services remotely.  Votorantim can now deploy new Internet
protocol-based services for its users, and can also cost-
efficiently aggregate voice on its Internet protocol data
network to reduce operating expenses.

In addition to Votorantim’s new telephony solution, Alcatel-
Lucent will also provide comprehensive services, including
project management, consulting, network design, application
integration, network operations and maintenance.  The backbone
network and traffic will be hosted by Tivit, the information
technology services division of Votorantim.  All equipment used
by Votorantim are rented from Alcatel-Lucent, substantially
reducing the client investment (CAPEX) by using a managed
communication service.  This way, the solution represents only
an operational cost (OPEX) for Votorantim.

"Votorantim has a huge national network and now we will be able
to use it more strategically to support our businesses across
the country.  The network has met all of our goals for cost
reduction and for providing better voice quality and easy-to-use
applications," said Joao Donizeti, Votorantim General
Information Technology Manager.  "This solution provides analog,
digital and IP-based telephony services, and is perfect for a
company of our size that wants to gradually migrate its
telephony services to VoIP [voice over Internet protocol]."

"The OmniPCX Enterprise is successful because it meets our
clients’ demands for a telephony solution that fits with their
needs today but can migrate to advanced phone services," said
Cindy Christy, President of Alcatel-Lucent’s Americas
activities.  "We are very proud to be offering Votorantim –- an
indisputable leader in its sector -– an excellent opportunity to
migrate to a full IP [Internet protocol] network, providing the
company better services, lower costs and an IP-transformation
path for its network."

The Brazilian enterprise networking market is enjoying a period
of outstanding growth as enterprises move to converged Internet
protocol networks to take advantage of new unified
communications applications and networking cost reductions.  
Working with Votorantim reinforces Alcatel-Lucent’s position as
one of the region’s most competitive Internet protocol telephony
and end-to-end solution providers for companies of all sizes.

                         About Votorantim

The Votorantim Group is one of the largest private industrial
conglomerates in Latin America.  Founded in 1918, manages
intensive capital companies and state-of-art technology,
contributing toward generating income for Brazil and
strengthening the country’s image in the international scenario.  
The Votorantim Group has operations in the cement and concrete,
mining and metallurgy (aluminum, steel, nickel and zinc), paper
and pulp, concentrated orange juice, chemical specialty markets
and in self-generation of electric power.  It also operates in
the financial and new business segments.

                      About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
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, Indonesia, Australia, Brunei and
Cambodia.

                        *     *     *

As reported in the TCR-Europe Nov. 9, 2007, Moody's Investors
Service downgraded to Ba3 from Ba2 the Corporate Family Rating
of Alcatel-Lucent.  The ratings for senior debt of the group
were equally lowered to Ba3 from Ba2 and the trust preferred
notes of Lucent Technologies Capital Trust I have been
downgraded to B2 from B1.  At the same time, Moody's affirmed
its Not-Prime rating for short-term debt of Alcatel-Lucent.
Moody's said the outlook for the ratings is stable.

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.


BANCO BRADESCO: Wins Back Rights to Handle Payroll Accounts
-----------------------------------------------------------
Banco Bradesco S.A. has won back the rights to handle payroll
accounts for city employees in Salvador, Bahia and Grajau,
Maranhao, from Banco do Brasil, Brazilian news agency Agencia
Estado reports.

Business News Americas relates that a case is pending over the
rights to payroll accounts for Maranhao state workers.

According to BNamericas, Governor Jackson Lago transferred in
July 2007 the payroll of some 107,000 state workers to Banco do
Brasil, claiming that the supreme court had ruled in 2005 that
government-controlled banks must manage federal, state, and city
payrolls.  Banco Bradesco, which took over the state payroll
accounts when it acquired former Maranhao state bank BEM in
February 2004, went to court to challenge Governor Lago's move.  
Banco Bradesco held a contract to handle the Maranhao state
payroll until the end of 2010.

The Bahia state government also transferred state payroll
accounts to Banco do Brasil from Banco Bradesco in October 2007,
BNamericas states.  

                         About Banco do Brasil

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

                         About Banco Bradesco

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

                             *     *     *

On Nov. 12, 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco.


BANCO DO BRASIL: Will Fund Up to BRL1 Billion for Agribusiness
--------------------------------------------------------------
Banco do Brasil will provide up to BRL1 billion in financing for
agribusinesses to purchase materials for the 2008-09 harvest.

Business News Americas relates that Banco do Brasil will
increase funding for agricultural materials by up to 79.9% for
the 2008-09 harvest, compared to BRL556 million in the previous
harvest.

BNamericas notes that soybean producers will be able to borrow
up to BRL300,000 and maize farmers up to BRL400,000 at rates of
6.75% a year, with funds coming from time deposits.

Banco do Brasil told BNamericas that loans above the limit will
get financing from the government's rural savings fund and have
yearly rates of up to 12.5%.

Banco do Brasil will provide financing in 10 states, BNamericas
states.

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

                           *     *     *

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


BANCO DO BRASIL: Loses State Payroll Rights to Bradesco
-------------------------------------------------------
Banco do Brasil has lost to Banco Bradesco S.A. the rights to
handle payroll accounts for city employees in Salvador, Bahia
and Grajau, Maranhao, Brazilian news agency Agencia Estado
reports.

Business News Americas relates that a case is pending over the
rights to payroll accounts for Maranhao state workers.

According to BNamericas, Governor Jackson Lago transferred in
July 2007 the payroll of some 107,000 state workers to Banco do
Brasil, claiming that the supreme court had ruled in 2005 that
government-controlled banks must manage federal, state, and city
payrolls.  Banco Bradesco, which took over the state payroll
accounts when it acquired former Maranhao state bank BEM in
February 2004, went to court to challenge Governor Lago's move.  
Banco Bradesco held a contract to handle the Maranhao state
payroll until the end of 2010.

The Bahia state government also transferred state payroll
accounts to Banco do Brasil from Banco Bradesco in October 2007,
BNamericas states.

                       About Banco Bradesco

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

                       About Banco do Brasil

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

                           *     *     *

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


BANCO RURAL: Ayanna Tenorio Torres de Jesus Denies Fraud Charges
----------------------------------------------------------------
Banco Rural's former Vice President Ayanna Tenorio Torres de
Jesus denied in court that she has committed fraud and was
involved in a government bribery scandal that broke in 2005, the
Brazilian government news agency Agencia Brasil reports.

Business News Americas relates that Ms. Tenorio allegedly took
part in illegal loans to politicians worth BRL300 million.

Ms. Tenorio's legal representative denied that the former Banco
Rural executive granted credit, saying that she only renewed two
loans as a matter of procedure, Agencia Brasil notes.

The supreme court indicted three other Banco Rural officials --
including president Katia Rabello --  in August 2007 for
falsifying information in 2004 financial statements to cover up
suspicious loans.  Banco Rural's Advertising Executive Marcos
Valerio allegedly used the bank to bring illegal payments to
politicians of the governing Workers' Party, BNamericas states.  

Founded in 1948, Banco Rural is a multiple bank controlled by
five members of the Rabello family -- 84.7% of the common shares
-- with a tradition in lending to small and medium-sized
companies. Headquartered in Minas Gerais, it had 49 service
posts (21 branches) in Brazil at September 2007 and two overseas
subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2007, Fitch Ratings revised Banco Rural S.A.'s National
Long-term rating Outlook to Positive from Stable.  At the same
time, the agency affirmed the bank's National Long- and Short-
term ratings at 'CCC(bra)' and 'C(bra)', respectively, and its
Support rating at '5'.


BRASKEM SA: Develops “Green” Linear Polyethylene
------------------------------------------------
Braskem SA has developed a linear polyethylene made from plant-
based butane and 100% renewable raw materials.

According to Braskem, development of the "green" linear
polyethylene needed a BRL330 million investment, including eight
pilot plants.  International laboratory Beta Analytic has
certified the linear polyethylene.  The company has filed for a
patent of the resin.

Braskem's Chief Executive Officer Jose Carlos Grubisich said,
"This reinforces our commitment to promoting sustainable
development that is in line with society's aspirations toward
initiatives that really contribute to reducing greenhouse gas
emissions."

Business News Americas relates that the linear polyethylene is
part of Braskem's biopolymer program, which started in 2007 with
production of the high-density polyethylene made from plant-
based ethanol that also received certification from Beta
Analytic for containing 100% renewable raw materials.

Braskem is implementing an industrial unit for the production of
"green" ethene to make 200,000 tons a year of high-density
polyethylene by 2010 with a planned investment of up to US$100
million, BNamericas states.

Braskem SA (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A.  Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.


CA INC: Ample Cash Flow Prompts S&P's Positive CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior unsecured debt ratings on Islandia, New York-
based CA Inc. on CreditWatch with positive implications.
     
The CreditWatch listing reflects the company's prospects for
sustained profitability and cash flow and capacity to fund
moderate-size share repurchases and acquisitions.  Free cash
flow in fiscal 2007 totaled about US$800 million, and S&P
expects it could increase to the US$1 billion area over time as
improvements in CA's expense structure are realized.  As of
Dec. 31, 2007, cash and securities totaled about US$2 billion,
and funded debt amounted to about US$2.6 billion.  Additionally,
the company had US$250 million available under its US$1 billion
revolving credit facility expiring in August 2012.
     
The CreditWatch placement also incorporates the dismissal of all
pending charges against the company by the U.S. Attorney's
Office for the Eastern District of New York and CA's fulfillment
of the terms of its deferred prosecution agreement.  CA also has
remedied all prior outstanding accounting issues and material
weaknesses.
     
"We will meet with management to review CA's strategic direction
and financial policy before resolving the CreditWatch," said
Standard & Poor's credit analyst Phil Schrank.  "Any upgrade
likely will be limited to one notch because we expect that CA
will still use its balance sheet strength to support
acquisitions and share repurchases."

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 19, 2007, Fitch Ratings affirmed these ratings of CA, Inc.:

   -- Issuer Default Rating at 'BB+';
   -- Senior unsecured revolving credit facility at 'BB+';
   -- Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect approximately
US$2.8 billion of total debt, including the company's
US$1.0 billion revolving credit facility.


COMPANHIA SIDERURGICA: Board Approves 10.8 Million Share Buyback
----------------------------------------------------------------
Companhia Siderurgica Nacional S.A.'s Investor Relations
Officer, Otavio de Garcia Lazcano said that the company's board
of directors has authorized the acquisition of up to 10,800,000
company shares to be held in treasury for subsequent sale or
cancellation.

The acquisition shall obey these limits and conditions, pursuant
to CVM Instruction 10/80:

   I -- The company's objective: to maximize the creation of
         shareholder value through efficient capital structure
         management.

  II -- Number of shares to be acquired: up to 10,800,000.

III -- Maximum term for the completion of the authorized
         operations: to April 28, 2008.

  IV -- Number of shares outstanding: 455,343,843

   V -- Acquisition location: Sao Paulo Stock Exchange (BOVESPA)

  VI -- Maximum share price: the price may not exceed the stock
        market price.

VII -- Brokers: Itau Corretora de Valores S.A., Pactual CTVM
        S.A. and Credit Suisse First Boston CTVM S.A.

The company said that the stock would be repurchased on the Sao
Paulo stock exchange.  The shares represent about 2.4%  of the
company's outstanding stock and are valued at BRL658.7 million
(US$380.4 million), based on March 20's closing price of
BRL60.99.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services revised its
outlook on Brazil-based steel maker Companhia Siderurgica
Nacional and related entity National Steel S.A. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB'
corporate credit rating on CSN and its 'B+' rating on NatSteel.


COSAN SA: May Participate in Power Auction on April 30
------------------------------------------------------
Cosan SA's Chief Financial Officer Paulo Diniz said in a Web
cast that the company will decide on its participation in a 7.8-
gigawatt biomass-generated power auction on April 30 after
bidding rules are issued.

Mr. Diniz commented to Business News Americas, "We like the co-
generation business and are closely studying the auction rules
to decide upon our participation."

According to The Gleaner, federal energy planning firm EPE is
organizing the auction and has shortlisted about 118 biomass
projects that will sell up to 7.8 gigawatts of power with
delivery in 2009 and 2010 through 15-year contracts.

BNamericas notes that Mr. Diniz considers Cosan's participation
in the co-generation sector as good business and a way to make
"the company revenue stream less subject to the volatility of
sugar and ethanol prices."

"These [co-generation projects] are interesting projects,
providing us a return on invested capital of 12 to 15% and a
return on equity above 21% at a price of BRL152 per megawatt-
hour," Mr. Diniz told BNamericas.

Cosan Limited is a global ethanol and sugar company with
integrated operations in Brazil.  Headquartered in Sao Paulo,
Brazil, Cosan S.A. Industria e Comercio is Cosan Limited's
principal operating subsidiary.  The company operates in three
segments: sugar, ethanol, and other products and services.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 25, 2008, Standard & Poor's Ratings Services affirmed its
global scale 'BB' local and foreign currency corporate credit
rating on Brazil-based sugar-cane mill Cosan S.A. Industria e
Comercio.  At the same time, S&P affirmed the 'BB' ratings on
the company's US$450 million perpetual bonds and US$400 million
senior unsecured notes due 2017.  S&P said that outlook is
stable.


EL PASO CORP: Earns US$1.11 Billion in 12 Months Ended Dec. 31
--------------------------------------------------------------
El Paso Corp. reported net income of US$1.11 billion, on
operating revenues of US$4.65 billion for the 12 months ended
Dec. 31, 2007,  compared with net income of US$438.0 million, on
operating revenues of US$4.28 billion for full-year 2006.

"We are delighted to report our fifth consecutive year of
improved earnings," said Doug Foshee, El Paso's president and
chief executive officer.  "During the year, our pipeline group
placed more than US$500.0 million of projects into service while
expanding our committed project backlog to almost $4.0 billion.  
Our E&P business also had a very good year, with 8.0% production
growth, as well as an 18.0% increase in proved reserves and
lower unit direct lifting costs.  We enter 2008 with a strong
balance sheet, visible multi-year growth in hand, and
opportunities to add to our growth trajectory."

For the fourth quarter ended Dec. 31, 2007, the company reported
net income of US$160.0 million, on operating revenues of
US$1.26 billion, compared with a net loss of US$166.0 million,
on operating revenues of US$913.0 million for the same period of
2006.

Fourth quarter 2007 results from continuing operations include a
US$17.0 million after-tax loss due to the change in fair value
of derivatives intended to manage price risk on natural gas and
oil production in the marketing segment.  Results also include a
US$22.0 million after-tax loss related to the change in fair
value of power contracts in the Pennsylvania, New Jersey,
Maryland (PJM) power pool and an US$8.0 million after-tax loss
related to Brazilian power impairments.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet
showed US$24.58 billion in total assets, US$18.73 billion in
total liabilities, US$565.0 million in minority interests, and
US$5.28 billion total shareholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1.71 billion in total assets
available to pay $2.41 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?292a

                          About El Paso  

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- is an energy company that provides
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas
import facility with 806 million cubic feet of daily base load
send out capacity.  El Paso's exploration and production
business is focused on the exploration for and the acquisition,
development and production of natural gas, oil and natural gas
liquids in the United States, Brazil and Egypt.  It operates in
three business segments: Pipelines, Exploration and Production
and Marketing.  It also has a Power segment, which holds its
remaining interests in international power plants in Brazil,
Asia and Central America.

Southern Natural Gas Company's business consists of the
interstate transportation and storage of natural gas and LNG
terminal operations.

Colorado Interstate Gas Company's business consists of the
interstate transportation, storage and processing of natural
gas.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB' corporate credit ratings on El Paso Corp. and subsidiaries.
S&P said the outlook remains positive.


GRAPHIC PACKAGING: Moody's Keeps Low-B Rtngs. on Altivity Merger
----------------------------------------------------------------
Moody's Investors Service affirmed Graphic Packaging
International Inc.'s B1 corporate family rating, B3 subordinated
notes, and SGL-3 speculative grade liquidity rating (indicating
adequate liquidity) following the announcement of the completed
combination of its operations with Altivity Packaging, LLC.  
Moody's also assigned a Ba3 rating to the company's new US$1.2
billion term loan C due 2014.

The existing ratings have been downgraded on both the secured
bank facilities, to Ba3 from Ba2, and the senior unsecured
notes, to B3 from B2, due to the revised capital structure.  The
additional amounts of senior secured debt move the ratings of
this debt toward the B1 corporate family rating while the senior
unsecured notes are lowered by one notch.  The outlook remains
negative.   Proceeds from the transaction will be used to pay
off Altivity's existing debt, thus Altivity's ratings have been
withdrawn.

Rating and Outlook Actions:

Issuer: Graphic Packaging International Inc.

Affirmed:

  -- Corporate family rating affirmed at B1

  -- 9.5% Subordinated notes due 2013 affirmed at B3 (LGD 6,
     94%)

  -- Outlook remains Negative

Assigned:

  -- Senior secured term loan C assigned Ba3 (LGD3, 35%)

Downgraded:

  -- Senior secured bank facilities downgraded to Ba3 from Ba2
     (LGD3, 35%)

  -- 8.5% Senior unsecured notes due 2011 downgraded to B3 from
     B2 (LGD 5, 79%)

The affirmation of the corporate family rating still reflects
Moody's view that the combination of the two companies is a
credit neutral event.  Leverage remains high relative to the
company's corporate family rating, but Moody's expects credit
protection measures to improve from recently observed levels
primarily due to recent positive supply trends in the paperboard
sector, stabilizing input costs, and the successful
renegotiation of pricing terms with contracted customers in the
beverage business.   

The favorable pricing terms will provide additional pass-through
flexibility during periods of escalating input costs.  In
addition, given the two companies' geographic and product line
overlap, the prospective transaction provides opportunities for
cost savings and synergies.  Synergies include enhanced
procurement, plant rationalization, mill optimization and SG&A
savings.  Specifically, Moody's believes these factors will
provide the company with an opportunity to improve margins,
generate free cash flow, and reduce debt to support the existing
ratings.

Graphic Packaging generated better-than-expected operating
results in 2006 and 2007.  Energy costs have begun to moderate,
additional mill closures have been announced in the paperboard
sector, prices for CUK (coated unbleached kraft) and CRB (coated
recycled board) have increased, cost savings have been executed,
and renegotiated contracts in the beverage business have
economically benefited the company.  With respect to Altivity,
management has executed on certain of its cost reduction efforts
after Moody's initial ratings in June 2006.  However, even with
this progress, Moody's believes that relatively flat demand
levels within the consumer packaging paper industry could affect
recent price increases and the company's ability to sustain
margin improvements.

Furthermore, management will continue to face challenges as it
attempts to integrate the two companies while managing its
exposure to high input costs and the pressure of creating
innovative products in a competitive industry.  Thus, the
company's actual debt reduction over the intermediate period may
not support the existing ratings.  Moody's continues to maintain
a negative outlook on the ratings based on these rating drivers.  
If it is not evident that the company is making progress towards
achieving acceptable leverage (towards 5.0x EBITDA) on an
adjusted basis, the ratings may go down.  At the same time,
Moody's will likely stabilize the outlook if the company
demonstrates the execution of its current debt reduction and
integration plans and reduces leverage to 5.0x EBITDA.

Headquartered in Marietta, Georgia, Graphic Packaging
Corporation (NYSE:GPK) -- http://www.graphicpackaging.com/-- is   
a provides paperboard packaging solutions for a variety of
products to multinational and other consumer products companies.  
The company provides its customers paperboard, cartons and
packaging machines, either as an integrated solution or
separately.  Its packaging products are made from a variety of
grades of paperboard.  GPC manufactures its packaging products
from coated unbleached kraft paperboard and coated recycled
paperboard that it produces at its mills, and a portion from
paperboard purchased from external sources.  The company
operates in four geographic areas: the United States, Central
and South America (Brazil), Europe and Asia-Pacific.   GPC
conducts its business in two segments, paperboard packaging and
containerboard/other.


RHODIA SA: Yves-Rene Nanot Resigns as Chairman of the Board
-----------------------------------------------------------
Yves-Rene Nanot resigned as chairman of the Rhodia S.A.'s board
on March 17, 2008, in accordance with provisions of Rhodia's by-
laws concerning the age limit for chairmen.

The board also decided to combine the functions of chairman and
chief executive officer to streamline decision-making and
accountability.  The board also wanted to extend the
responsibilities of the compensation and appointments committee
to governance issues, to maintain the group's outstanding
corporate governance practices.

In this context, the board decided to appoint Jean-Pierre
Clamadieu chairman and chief executive officer of Rhodia,
thereby expressing its confidence in his ability to pursue
implementation of the group’s profitable growth strategy.

Mr. Clamadieu has been CEO of the Rhodia Group since October
2003.  Between 1993 and 2003 he held several executive positions
in the group, as President of Rhodia Chemicals, Latin America,
President of the Eco Services Business, Senior Vice-President,
Corporate Purchasing and President of the Pharmaceuticals &
Agrochemicals Division.

                        About Rhodia

Headquartered in Paris, France, Rhodia S.A. (NYSE: RHA)
-- http://www.rhodia.com/-- is a global specialty chemicals
company partnering with major players in the automotive,
electronics, pharmaceuticals, agrochemicals, consumer care,
tires, and paints and coatings markets.  Rhodia offers tailor-
made solutions combining original molecules and technologies to
respond to customers' needs.  The group generated sales of
EUR4.8 billion in 2006 and employs around 16,000 people
worldwide.

Rhodia is listed on Euronext Paris and the New York Stock
Exchange.  The company has operations in Brazil.

                         *     *     *

As of Feb. 19, 2008, Rhodia S.A. carries Moody's long-term
corporate family rating of Ba3 and senior unsecured debt rating
of B1 with positive outlook.

The company also carries Standard & Poor's BB- long-term foreign
and local issuer credit ratings, and B short-term foreign and
local issuer credit ratings.  The ratings outlook is stable.

Fitch Ratings assigned long-term issuer default rating at BB-
and senior unsecured debt rating at BB- with outlook positive.


TECUMSEH PRODUCTS: Shareholder Asks Board to Study Sale of Biz
--------------------------------------------------------------
Tecumseh Products Company's board of directors received a letter
from the Herrick Foundation, a shareholder of Tecumseh, in which
the foundation requested, among other things, that the board
form a committee to explore a possible sale of the company.

In addition, the Herrick Foundation suggested that the company
take various actions to change the company's corporate
governance posture, including seeking shareholder approval at
Tecumseh's 2008 annual shareholders meeting to eliminate
provisions contained in the company's amended certificate of
incorporation that protect Class A shareholders.

On March 11, 2008, Edwin L. Buker, chairman of the board, chief
executive officer and president of Tecumseh, sent a letter to
The Herrick Foundation stating that the requests contained in
the foundation's March 10 letter will be appropriately
considered by the board in due course, consistent with its
fiduciary duties.

Mr. Buker further advised The Herrick Foundation that neither
the foundation nor any of its representatives or affiliates has
been authorized by Tecumseh to pursue a sale of, or any other
transaction involving, Tecumseh.

                 About Tecumseh Products Company

Headquartered in Tecumseh, Michigan, Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/--  
manufactures hermetic compressors for air conditioning and
refrigeration products, gasoline engines and power train
components for lawn and garden applications, submersible pumps,
and small electric motors.  The company has offices in Italy,
United Kingdom, Brazil, France, and India.

In March of 2007, the company's Brazilian engine subsidiary, TMT
Motoco, was granted permission by the Brazilian courts to pursue
a judicial restructuring, similar to a U.S. filing for Chapter
11 bankruptcy protection.  The TMT Motoco filing in Brazil
constituted an event of default with our domestic lenders.  
On April 9, 2007, the company obtained amendments to its First
and Second Lien Credit Agreements that cured the cross-default
provisions triggered by the filing in Brazil.


UAL CORPORATION: De-registers Unsold 4.5% Convertible Notes
-----------------------------------------------------------
On April 23, 2006, UAL Corporation and United Air Lines, Inc.,
filed with the United States Securities and Exchange Commission,
a registration statement pursuant to the terms of a Registration
Rights Agreement, dated July 25, among UAL, United and Goldman,
Sachs & Co.

The Registration Statement and accompanying prospectus
registered the resale of up to US$726,000,000 principal amount
of UAL's 4.50% Senior Limited-Subordination Convertible Notes
due 2021, and the shares of common stock issuable upon
conversion of the Securities.

In a regulatory filing with the SEC dated February 19, 2008, and
in accordance with the undertaking contained in the Registration
Statement, UAL amended the Registration Statement to remove from
registration, all of the aggregate principal amount of the
Securities and related common stock previously registered that
remain unsold under the Registration Statement.

UAL de-registered the Securities and the related common stock
because it is no longer required under the Registration Rights
Agreement to keep the Registration Statement effective, Frederic
F. Brace, executive vice president and chief financial officer
of UAL, reported.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  The Court
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  
The company emerged from bankruptcy protection on Feb. 1, 2006.  
(United Airlines Bankruptcy News, Issue No. 154; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings
of UAL Corp. and its principal operating subsidiary United
Airlines Inc. at B-.


UAL CORPORATION: Staff Not Protected by AMFA, Teamsters Says
------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA
also misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics and related at Continental increased to 3,605 last
year from 3,050 in 1998, when the Teamsters became the
mechanics' representative.  Continental's furlough list has been
exhausted and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by
AMFA.  United has cut more maintenance workers than any other
U.S. airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that
AMFA has to resort to lies to hang on to the members it has
left," said Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period
ends March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent
company of Horizon Air Industries Inc. and Alaska Air Group
Leasing.  Alaska Airlines and Horizon Air together serve 92
cities through an expansive network in Alaska, the Lower 48,
Hawaii, Canada and Mexico.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, Europe and
Asia, serving 144 domestic and 139 international destinations.  
More than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007, the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Bankruptcy News, Issue No.
88; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  The Court
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  
The company emerged from bankruptcy protection on Feb. 1, 2006.  
(United Airlines Bankruptcy News, Issue No. 154; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings
of UAL Corp. and its principal operating subsidiary United
Airlines Inc. at B-.


USINAS SIDERURGICAS: Names Marco Antonio Castello Branco as CEO
---------------------------------------------------------------
Marco Antonio Castello Branco will replace Rinaldo Campos Soares
as chief executive officer of Usinas Siderurgicas de Minas
Gerais SA aka Usiminas in May, business news daily Valor
Economico reports.

According to Valor Economico, Mr. Branco is a member of the
executive committee of French seamless steel tube and tubular
products maker Vallourec.

Brokerage Brascan Corretora said in a report, "The choice of a
new president for the Minas Gerais state-based steel producer
has been awaited for some time with great expectation, since the
current president, Rinaldo Campos, has been in charge of the
company since 1990."

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA is among the world's 20 largest steel
manufacturing complexes, with a production capacity of
approximately 10 million tons of steel.  Usiminas System
companies produces galvanized and non-coated flat steel products
for the automotive, small and large diameter pipe, civil
construction, hydro-electronic, rerolling, agriculture, and road
machinery industries.  Brazil consumes 80% of its products and
the company's largest export markets are the US and Latin
America.  The company also sells in China and Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America
on Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de
Minas Gerais S.A. (aka Usiminas).  Net proceeds from the
debentures issuance will be used to partially fund the
company's capex program.  Moody's said the rating outlook is
stable.

As reported in the Troubled Company Reporter-Latin America
on Jan. 3, 2007, Standard & Poor's Ratings Services revised
its outlook on Brazil-based steelmaker Usinas Siderurgicas
de Minas Gerais S.A., aka Usiminas, to positive from stable.
Standard & Poor's also it affirmed its 'BB+' local and
foreign currency corporate credit ratings on Usiminas.



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

CARPROV CAYMAN: Proofs of Claim Filing is Until April 2
-------------------------------------------------------
Carprov Cayman I, Inc.'s creditors have until April 2, 2008,
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.

Carprov Cayman's shareholders agreed on Feb. 27, 2008, 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 and Derrie Boggess
                c/o Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman KY1-9002
                Cayman Islands
                Telephone: (345) 914-6305


GRAND CIRCLE: Moody's Assigns Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating to Grand Circle Holdings, LLC, as well as a B2
Probability of Default Rating.  Moody's also assigned a B2 to
the company's second lien credit facilities due 2014.  
The rating outlook is stable.

The ratings are being assigned in connection with the
acquisition of Grand Circle by Court Square Capital Partners for
US$780 million.  The acquisition will be financed with US$170
million first lien credit facilities, US$170 million second lien
facilities, US$125 million junior subordinated secured notes,
US$25 million junior subordinated unsecured notes, US$85 million
senior preferred PIK equity, US$200 million junior preferred PIK
equity, and US$25 million common equity.  Upon consummation of
the transaction Court Square Capital Partners will retain 62%
ownership interest in the company, while the current owner and
Chief Executive Officer, Alan Lewis, will retain a 27%
ownership.

The B2 rating reflects Grand Circle's high pro-forma leverage
and a growth strategy dependent upon passenger growth and higher
prices in the face of a weakening economy.  Pro forma for the
acquisition, the company's debt to EBITDA will be approximately
6.8 times.  Grand Circle's ratings benefit from its strong
market position in the fragmented riverboat segment, demographic
trends that support a stable demand outlook, modest capital
needs, and track record of positive growth.  Moody's expects the
company's debt/EBITDA to remain above 6.0 times over the next
12-24 months.  The assigned B2 CFR is in line with the company's
methodology implied rating.

The stable outlook reflects modest demand prospects despite
macro-economic weakness that is expected to result in positive
earning growth and a slight improvement in credit metrics.

Ratings assigned:

Grand Circle Holdings, LLC:

   -- Corporate family rating of B2

   -- Probability of default rating of B2

   -- US$170 million senior secured second lien facilities rated
      B2 consising of:

      * Grand Circle River Cruise Lines, LLC:

         -- US$145 million senior secured second lien term loan
            guaranteed by Grand Circle Holdings, LLC at B2 (LGD
            4, 52%)

      * GC Cayman Holdings, Ltd.:

         -- US$25 million senior secured second lien term loan
            guaranteed by Grand Circle Holdings, LLC and Grand
            Circle River Cruise Lines, LLC at B2 (LGD 4, 52%)

Moody's does not rate the company's revolving credit, first lien
term loan, or subordinated notes.

Headquartered in Boston, Massachusetts, Grand Circle Holdings
LLC, through its brands: Grand Circle Cruise Line, Grand Circle
Travel and Overseas Adventure Travel, offers more than 100 river
cruise tours, river barge tours, small-ship ocean tours,
extended stay vacations, safaris, and adventure vacations.  Pro-
Forma revenues for the twelve-month period ended Dec. 31, 2007,
was approximately US$729 million.  The company has a subsidiary
in Cayman Islands.


SHIODOMETOWER FUNDING: Proofs of Claim Filing is Until April 2
--------------------------------------------------------------
Shiodometower Funding Corporation's creditors have until
April 2, 2008, 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.

Shiodometower Funding's shareholder decided on March 3, 2008, 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 and Derrie Boggess
                c/o Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman KY1-9002
                Cayman Islands
                Telephone: (345) 914-6305


WESTWAYS FUNDING: Proofs of Claim Filing Deadline is April 2
------------------------------------------------------------
Westways Funding VI, Ltd.'s creditors have until April 2, 2008,
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.

Westways Funding's shareholder decided on March 3, 2008, 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 and Derrie Boggess
                c/o Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman KY1-9002
                Cayman Islands
                Telephone: (345) 914-6305


WESTWAYS FUNDING IX: Proofs of Claim Filing is Until April 2
------------------------------------------------------------
Westways Funding IX, Ltd.'s creditors have until April 2, 2008,
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.

Westways Funding's shareholder decided on March 3, 2008, 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 and Derrie Boggess
                c/o Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman KY1-9002
                Cayman Islands
                Telephone: (345) 914-6305


UC PARTNERS: Proofs of Claim Filing Deadline is April 2
-------------------------------------------------------
UC Partners, Ltd.'s creditors have until April 2, 2008, 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.

UC Partners' shareholders agreed on Jan. 24, 2008, 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 and Derrie Boggess
                c/o Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman KY1-9002
                Cayman Islands
                Telephone: (345) 914-6305



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

QUEBECOR WORLD: Seeks Nod to Pay Prepetition Wages to Managers
--------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to pay 376 managers prepetition payments due under certain
incentive plans for the second half of 2007, which will become
due and owing on March 31, 2008.

According to Michael Canning, Esq. at Arnold & Porter LLP, in
New York, the Debtors maintain two annual incentive plans for
its management employees: the Management Incentive Compensation
Plan and the Plant Based Incentive Plan.  Mr. Canning notes that
these Incentive Plans are integral components of how the Debtors
reward and encourage their important managerial employees.

Approximately 238 employees are participants in the MICP, and
348 employees are participants in the PBIP.  Of these employees,
approximately 376 are owed or will be owed prepetition incentive
payments.  Mr. Canning says that of the 376 employees, 135 are
owed under MICP and 241 under PBIP.  Mr. Canning adds that 80%
of these employees have earned less than US$150,000 in 2007.

The total amount of incentive compensation due prepetition to
the approximately 135 employees under the MICP is US$2,627,776,
which, on average, represents an average incentive bonus of
approximately US$20,000 per employee.

Mr. Canning says that the amount of an employee's incentive
bonus is based on the satisfaction of one or more performance
criteria.  In any given year, this criteria may include these
targets:

   (1) Earnings Before Interests and Taxes
   (2) Return on Capital Employed
   (3) Return on Average Shareholder Equity
   (4) Cost of Capital
   (5) Earnings per Share

The total amount of incentive compensation due prepetition to
approximately 241 individuals under the PBIP is US$1,949,760,
which, on average, represents an average incentive bonus of
approximately US$8,000 per employee.

According to Mr. Canning, the PBIP program is based on
performance indicators that allow for the assessment of managers
by using objectives set for the managers at the beginning of
each year.  These performance indicators address five main
areas:

   (1) Capacity
   (2) Productivity
   (3) Quality
   (4) Health and Safety
   (5) Earnings Before Interests and Taxes (EBIT)

The incentive bonus payable for each employee varies since it is
expressed under the PBIP as a percentage of base salary earned
by the employee and is determined based on performance measured
against certain pre-established criteria.

Mr. Canning believes that the failure to grant the Debtors'
request with regard to these incentive payments, even for a
brief period of time, could have a material adverse impact on
the Debtors' businesses operations and their reorganization
efforts, and would run afoul of the rehabilitative nature of the
Bankruptcy Code.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.


QUEBECOR WORLD: Wants to Assume BofA's Purchasing Card Pact
-----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, Quebecor World Inc.
and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to assume
their Purchasing Card Agreement with Bank of America and cure an
existing monetary default.

In the alternative, the Debtors seek the Court's authority
pursuant to Sections 105(a), 363(a) and 364(a) of the Bankruptcy
Code to re-establish a purchasing card agreement with Bank of
America.

Michael Canning, Esq., at Arnold & Porter LLP, in New York,
relates that prior to the Petition Date, the Debtors had a
Purchasing Card Agreement with Bank of America in which Bank of
America issued credit cards to certain of the Debtors' employees
to be used in a manner similar to consumer credit cards and
constitute unsecured debt obligations to the Debtors.

The Debtors have historically used P-Cards for transactions with
small vendors or ad hoc purchases in large part to minimize
administrative costs for smaller purchasing transactions.  The
P-Cards serve as substitutes for petty cash, thus reducing the
need for the Debtors to keep cash on hand at each of their
facilities and permitting the Debtors to make certain payments
more efficiently than would be possible using checks or wire
transfers.  

Through 2007, the Debtors had approximately 400 individual card
users and processed approximately US$2,000,000 per month in
purchases on the P-Cards.

The provision of purchasing card services was withdrawn by Bank
of America in mid-December 2007, in conjunction with actions
taken by Bank of America to reduce credit exposure to the
Debtors.  As of the Petition Date, the Debtors had an
outstanding balance of US$460,000 owing to Bank of America for
prepetition charges.

Mr. Canning says that there is an urgent need to restore the
P-Card program since its absence has resulted in (i) disruption
of the Debtors' operations, (ii) increased administrative costs
and (iii) more difficult relations with suppliers.  

Bank of America has consented to the assumption of the Purchase
Card Agreement and has not requested any other assurance of
future performance, conditioned upon the Debtors' payment of the
cure amount required under Section 365(b) of the Bankruptcy
Code.  

According to Mr. Canning, the Debtors have also satisfied the
remaining requirements for assumption of the Purchasing Card
Agreement since the term of the Purchasing Card Agreement has
not expired, and the contact is executory.  The Debtors have
retained possession of the P-Cards.  Similarly, although the
Debtors' ability to utilize the P-Cards is currently frozen,
Bank of America has maintained all of the information necessary
to reactivate the program without delay.  "Although the Debtors
are not using the P-Cards presently, both parties stand ready to
perform under the Purchasing Card Agreement upon assumption,"
Mr. Canning adds.

Mr. Canning adds that to the extent that the Purchasing Card
Agreement constitutes a financial accommodation not subject to
assumption, the Debtors seek an alternative assumption by  
reinstating an arrangement with Bank of America to provide the
Debtors with P-Cards as ordinary course, unsecured postpetiton
credit under Section 364(a) of the Bankruptcy Code.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.


QUEBECOR WORLD: Wants to Pay DB Plans Funding Contributions
-----------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to allow,
but not direct, them to make all the minimum funding
contributions to employee pension plans.

The plans are defined benefit plans for which Debtors have
statutory liability under the Employee Retirement Income
Security Act of 1974, as amended, and that are intended to be
qualified under the Internal Revenue Code of 1986, as amended.

According Michael Canning, Esq. at Arnold & Porter LLP, in New
York, ERISA and the I.R.C. require that the Debtors make minimum
funding contributions due to six employee pension plans:

   (a) Quebecor World Pension Plan,

   (b) Quebecor World Baird-Ward Inc. Retirement Plan,

   (c) Quebecor World Mt. Morris II Inc. Employees' Pension
       Plan,

   (d) Quebecor World Buffalo Inc. Retirement Plan for Hourly
       Employees,
   
   (e) The Pension Plan for Hourly Employees of the Salem
       Gravure Division of Quebecor World (USA) Inc., and

   (f) Quebecor World Kingsport Inc. Pension Plan for Hourly
       Bargaining Unit Employees of Kingsport, Hawkins, Sherwood   
       & Distribution.

As Jan. 15, 2008, the Debtors owe US$4,160,300 to the DB Plans'
required quarterly minimum funding contributions for the fourth
quarter of 2007.

The Debtors have also calculated their future contributions to
the DB Plans as they become due and owing during their
reorganization.  The Debtors have estimated US$58,428,408 in
future contributions to the DB Plans.

Mr. Canning says that the Debtors seek the Court's authority to
pay the past due contributions and future contributions under
the "necessity of payment" doctrine as being necessary for the
preservation of the estate.  Mr. Canning relates that the
failure to fund the DB Plans in accordance with statutory
requirements would raise grave concerns among employees as to
the security of their DB Plan benefits. "This would have a
disruptive impact on the Debtors' workforce, and would
jeopardize employee dedication and loyalty," he adds.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.



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

BANCOLOMBIA: Launches 90 Service Points at Non-Bank Locations
-------------------------------------------------------------
Bancolombia has launched 90 new service points at "non-bank
locations," news daily La Republica reports.

Business News Americas relates that the service points let
clients perform basic bank transactions, mostly cash
transactions.

Bancolombia's non-bank locations is now 144 nationwide, La
Republica adds.

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.

                          *     *     *

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


GRAN TIERRA: Net Loss Rises to US$8 Mil. in Year Ended Dec. 31
--------------------------------------------------------------
Gran Tierra Energy Inc. reported financial and operating results
for the quarter and year ended Dec. 31, 2007.
    
The net loss for 2007 was US$8.5 million compared to a net loss
of US$5.8 million in 2006.  The 2007 results reflect a full year
of Colombian and Argentine operating activities and the impact
of new oil production from the company's 2007 discoveries in
Colombia and Argentina.

The 2007 financial results were impacted by non-cash expenses of
US$7.4 million, compared to US$1.5 million in 2006, related to
liquidated damages arising from the company's 2006 financing and
a US$3 million loss on valuation of derivative financial
instruments.
    
Net income for the quarter was US$2.2 million as compared to a
net loss of US$4 million for the same period in 2006.  The
fourth quarter 2007 results reflect the increase in the
company's oil production in Colombia during the quarter
resulting from the oil discoveries in the first half of 2007.
    
Cash provided by operations for 2007 was US$6.2 million compared
to cash used in operations of US$0.8 million in 2006.
    
The company reported cash and equivalents of US$18.2 million at
2007 year end as compared to US$24.1 million at Dec. 31, 2006.  
Working capital decreased to US$8.1 million as compared to
US$14.5 million at the end of 2006.  

Shareholders' equity increased from US$76.2 million at Dec. 31,
2006 to US$76.8 million at Dec. 31, 2007, and the company
reported no outstanding long-term debt as of year end 2007.

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$112.79 million, total long term liabilities of
US$36 million and total shareholders' equity of US$76.79
million.
    
"2007 was an extraordinary year for Gran Tierra Energy," state
Dana Coffield, president and chief executive officer of Gran
Tierra Energy Inc.  "Dramatic oil reserve additions resulting
from drilling success on company operated properties in Colombia
and Argentina in 2007 transformed the company from an
exploration led company to a rapidly growing exploration and
production company."

"Gran Tierra Energy has entered 2008 with an exciting portfolio
of exploration and development opportunities and a solid
production base.  The company is the operator of all of its nine
exploration and production contracts in Colombia, seven of its
eight contracts in Argentina and both of its two contracts in
Peru," Ms. Coffield said.  "Gran Tierra Energy's 2008 capital
program is focused on developing oil reserves, growing
production and increasing cash flow by drilling six delineation
and development wells."  

"In parallel, we will continue conducting exploration
operations, with three exploration wells budgeted for 2008
targeting additional prospects to potentially grow our reserve
base in Colombia and Argentina, in addition to gravity and
magnetic data acquisition on our vast exploration land position
in Peru," added Ms. Coffield.
    
                      Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

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

                    About Gran Tierra Energy

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

                           *     *     *

In a 10-Q filing dated Nov. 8, 2007, Gran Tierra Energy Inc.
management disclosed that the company's ability to continue as a
going concern is dependent upon obtaining the necessary
financing to acquire, explore and develop oil and natural gas
interests and generate profitable operations from its oil and
natural gas interests in the future.

The company incurred a net loss of US$10,630,571 for the nine
months ended Sept. 30, 2007, and had an accumulated deficit of
US$18,673,955 as at Sept. 30, 2007.  The company expects to
incur substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

To provide financing for Gran Tierra's ongoing operations, the
company said it secured a US$50 million credit facility with
Standard Bank Plc on Feb. 28, 2007, which will provide
additional financing for the company's future operations.  As at
Sept. 30, 2007, the company said it has not drawn-down on this
facility.

The company's intention is to build a portfolio of oil and
natural gas production, development, and exploration
opportunities using the capital raised during 2006, cash
provided by future operating activities and by using the
available credit facility.  However, the company said it may
need to secure additional sources of capital to fund its future
operating activities.



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

PRC LLC: Can Employ Philip Goodeve as Chief Financial Officer
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved PRC LLC and its debtor-affiliates' initial and
supplemental application to employ H. Philip Goodeve as their
chief financial officer.

Prior to the Court's decision, the Debtors filed a supplemental
application to amend and modify the terms of Mr. Goodeve's
employment to reflect the terms of a Letter Agreement dated
Feb. 21, 2008.  The Letter Agreement provides, among other
things, that:

   (i) Mr. Goodeve's services would end as of Feb. 21, 2008;

  (ii) Mr. Goodeve will receive US$75,000 every 30-day notice
       period, less any payroll deductions in lieu of any other
       payments or benefits to which Mr. Goodeve otherwise might
       be entitled, and an additional amount for reasonable
       accrued and unpaid expenses through Feb. 18, 2008
       upon submission of invoices or documentation;

(iii) the contractual obligation of PRC, LLC, to indemnify and
       defend Mr. Goodeve will continue in force and effect
       after Feb. 21, 2008;  

  (iv) the Consulting Agreement between PRC and Mr. Goodeve is
       rescinded in its entirety and will be of no further force
       and effect.  

The Debtors selected Mr. Goodeve as their consultant because of
his extensive experience in finance, strategy and management
positions, according to PRC Chief Executive Officer Jerry
McElhatton.  He related that in August 2007, Mr. Goodeve was
initially retained as a consultant by Diamond Castle Holdings,
LLC, the Debtors' equity sponsor with respect to the purchase of
the Debtors from its previous owner.  From Sept. 1, 2007, to
the date of bankruptcy, Mr. Goodeve's services have consisted of
serving as PRC's chief financial officer, thus gaining
invaluable and extensive knowledge of the Debtors' business,
financial affairs, and capital structure.

Under the consulting agreement, Mr. Goodeve will receive
US$75,000 in monthly fee, to be paid in bi-weekly installments.  
He is also entitled to a consummation fee for US$550,000 if the
reorganization is confirmed within five months after the
bankruptcy filing, and an additional US$300,000 if it is
confirmed within one year.

Subject to Court approval, PRC agrees to indemnify Mr. Goodeve
under the terms of its operating agreement and other liability
insurance, which PRC has purchased for its officers and
consultants.

                          About PRC LLC

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

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

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

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

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

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

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Court Okays Evercore Group as Investment Bankers
---------------------------------------------------------
PRC LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Evercore Group LLC as their investment bankers and
financial advisors.

H. Philip Goodeve, PRC LLC's Chief Financial Officer, said that
Evercore is familiar with the Debtors' businesses, financial
affairs, and capital structure.  Since the firm's initial
retention in November 2007, Evercore has worked closely with the
Debtors' management, creditors, other professionals and advisors
in exploring various restructuring alternatives and otherwise
assisting in preparing for the bankruptcy filing.

The Debtors expects Evercore to, among others:

   -- review and analyze the Debtors' business, operations, and
      financial projections;

   -- evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

   -- assist in determining a capital structure for the Debtors,
      and a range of values for the Debtors on a going concern
      basis;

   -- advise the Debtors on tactics and strategies for
      negotiating with certain creditors;

   -- render financial advice to the Debtors and participate in
      meetings or negotiations with certain creditors or rating
      agencies or other appropriate parties in connection with
      any restructuring;

   -- advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to a restructuring;

   -- advise and assist the Debtors in evaluating potential
      financing transactions; and

   -- assist the Debtors in identifying and evaluating
      candidates for a potential sale transaction, advise the
      Debtors in connection with negotiations, and aid in the
      consummation of a sale transaction.

The Debtors will pay Evercore a US$125,000 monthly fee.  
Following the sixth month of the engagement, the monthly fee
will be lowered to US$100,000 for each successive month
thereafter.

Evercore will also receive a consummation fee, payable upon the
consummation of any Restructuring -- but not both:

   (a) US$1,800,000 if the Restructuring is confirmed within six
       months of the Debtors' filing for bankruptcy; or

   (b) US$1,300,000 if any other Restructuring is confirmed
       later.

The firm will be paid a Sale Transaction Fee if a Sale
Transaction is consummated.  The fee is equal to a portion of
the Aggregate Consideration of a Sale Transaction:

          Aggregate Consideration     Percentage Fee
          -----------------------     --------------
          Less than US$100 million         0.75%
          US$100 to US$140 million         1.00%
          Greater than US$140 million      1.25%

If the Aggregate Consideration is less than US$100,000,000 then
the Sale Transaction Fee should equal US$1,000,000.  Any Sale
Transaction Fee paid will be credited against any Consummation
Fee payable.  The credit will only apply to the extent that the
fees fees are approved in entirety by the Court.

The firm will get a Financing Fee, payable upon consummation of
any financing.  The fee is equal to a portion of the total gross
proceeds of a financing:

         Security Issued             Percentage Fee
         ---------------             --------------
         Senior Secured Debt              1.00%
         Senior Debt                      1.75%
         Subordinated Debt                2.25%
         Convertible Debt                 2.50%
          Preferred Stock
          (convertible or otherwise)      3.75%
         Common Stock                     4.25%

Any Financing Fee paid will be credited against any Consummation
Fee payable.  The credit will only apply to the extent that the
fees are approved in entirety by the Court.

Stephen Sieh, a Managing Director at Evercore, assured the Court
that neither Evercore nor any professional employee of Evercore
has any connection with or any interest adverse to the Debtors,
their creditors, or any other party-in-interest.  Mr. Sieh said
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

                          About PRC LLC

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

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

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

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

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

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

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Bancredit Balks at Schedules Filing Extension
--------------------------------------------------------
Bancredit Cayman Limited objects to the extension of Tricom S.A.
and its affiliates' deadline for filing their schedules of
assets and liabilities, and statements of financial affairs.

Bancredit asserts that the filing of the Schedules and
Statements are necessary for transparency and for the creditors
to ascertain what the Debtors' assets are.

As reported in the Troubled Company Reporter on March 12, 2008,
the U.S. Bankruptcy Court for the Southern District of New York
extended the Debtors' Schedules filing deadline until
April 14, 2008.  The Debtors have asserted that they are not in
a position to complete the Schedules and Statements within the
time specified in Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure given the numerous critical operational
matters that their staff of accounting and legal personnel must
address in the early days of their Chapter 11 cases.  Bankruptcy
Rule 1007(c) requires the filing of schedules and statement
within 15 days after the bankruptcy filing.

On behalf of Bancredit, Timothy T. Brock, Esq., at Satterlee
Stephens & Burke LLP, in New York, tells the Court that the
absence of transparency has been an ongoing and critical problem
for the Debtors.  The requirement of filing Schedules and
Statements is an opportunity for the Court to ensure
transparency during the Debtors' reorganization.

Mr. Brock asserts that the Court should not permit a foreign
entity in a United States bankruptcy proceeding to reorganize
under a continuing cloud of opacity and obfuscation.  In light
of the Debtors' background and Bancredit's US$120,000,000 claim,
there is an obvious necessity for transparency that sworn
Schedules and Statements will only begin to provide, he asserts.

Bancredit asserts a US$120,000,000 claim against the Debtors for
alleged fraudulent transfers made by the Debtors' majority
controlling owner, Manuel Arturo Pellerano.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Wants to Hire FTI as Restructuring Consultant
--------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Tricom S.A.
and its affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ FTI Consulting,
Inc., as their restructuring consultant, nunc pro tunc to their
bankruptcy filing date.

The Debtors selected FTI because of its extensive experience in
providing restructuring consulting services in reorganization
proceedings and its excellent reputation for the services it has
rendered in Chapter 11 cases.  The firm is also familiar with
the Debtors' business operations since it has assisted the
Debtors in their restructuring efforts before the Petition Date.

Pursuant to the engagement letter dated January 23, 2008, Kevin
Lavin will serve as chief restructuring officer of Tricom, S.A.,
with the assistance of other FTI personnel including Gabriel
Bresler who will serve as restructuring officer.  As
consultants, they are expected to:

   (1) perform a financial review of the Debtors;

   (2) assist in identifying and implementing short-term cash
       management procedures;

   (3) assist in identifying and implementing cost reduction and
       operations improvement opportunities;

   (4) monitor the Debtors' performance with their business
       plan;

   (5) respond to inquiries from the Ad Hoc Committee, any
       official committee of unsecured creditors appointed in
       the case, and other creditors and key constituent groups
       regarding the Debtors' financial status and other
       operational issues, as appropriate;

   (6) assist the Debtors' management team and counsel focused
       on the coordination of resources related to the ongoing
       reorganization effort;
  
   (7) serve as the principal contact with the Debtors'
       creditors with respect to financial, operational and
       Chapter 11 administrative matters;

   (8) assist in the implementation of the Chapter 11 cases and
       the confirmation of the plan; and

   (9) provide other services, consistent with the role of FTI
       as requested or directed by the Debtors.

In exchange for the services, Messrs. Lavin and Bresler will be
paid at a rate of US$715 and US$665 per hour.  Meanwhile, the
other FTI personnel who may render services will be compensated
at these hourly rates:

     Senior Managing Directors        US$650 - US$715
     Director & Managing Directors    US$475 - US$620
     Consultants & Sr. Consultants    US$235 - US$440
     Paraprofessionals                $100 - $190

The Debtors also agreed to reimburse FTI for out-of-pocket
expenses it may incur in connection with its retention, and to
indemnify Messrs. Lavin and Bresler.
  
Prior to the Petition Date, FTI received US$200,000 retainer
from the Debtors.  FTI will continue to hold the retainer and
will apply it against the final fees and expenses specific to
the engagement.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Wants to Hire Kurtzman as Notice & Claims Agent
----------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Tricom S.A.
and its affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Kurtzman Carson
Consultants, LLC, as their notice, claims and balloting agent.

The Debtors relate they have hundreds of creditors, equity
security holders and other parties-in-interest involved in their  
Chapter 11 cases that must be served with notices for various
purposes.

The Debtors believe that Kurtzman is fully equipped to handle
the volume of mailing involved in properly sending the required
notices and processing the claims of creditors and other
interested parties.

Kurtzman is expected to perform the necessary administrative
tasks to effectively operate the Debtors' Chapter 11 cases.

For noticing and claims processing tasks, Kurtzman will:

   (a) prepare and serve required notices on behalf of the
       Debtors, including notices of the commencement of the
       Debtors' Chapter 11 cases, the initial meeting of
       creditors, objections to claims, hearings on a disclosure
       statement and confirmation of the Debtors' Chapter 11
       plan, among others.

   (b) prepare for filing with the Clerk of the Court's Office a
       certificate or affidavit of service that includes an
       alphabetical list of persons on whom the notice was
       served along with their addresses and the date and manner
       of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers by docketing all
       proofs of claim and interest in a claims database;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless the Clerk's Office
       requests a more or less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       that list available upon request to the Clerk's Office or
       any party-in-interest;
     
   (h) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e)
       of the Federal Bankruptcy Rules of Bankruptcy Procedure,
       and provide notice of those transfers as required by Rule
       3001(e) of the Federal Rules of Bankruptcy Procedure;

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (k) provide temporary employees to process claims as
       necessary;

   (l) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe;
       and

   (m) provide other claims processing, noticing, and related
       administrative services as may be requested from time
       to time by the Debtors.

Meanwhile, for balloting functions, Kurtzman will:

   (i) print ballots;

  (ii) prepare voting reports by plan class, creditor, or
       shareholder and amount for review and approval by the
       Debtors and their counsel;

(iii) coordinate the mailing of ballots, disclosure statement,
       and plan of reorganization to all voting and non-voting
       parties and provide affidavit of service;
   
  (iv) establish a toll-free "800" number to receive and address
       questions regarding voting on the plan; and

   (v) receive ballots at Kurtzman's headquarters, inspect   
       ballots for conformity to voting procedures, date
       stamping and numbering ballots consecutively, and
       tabulate and certify the results.

For the contemplated services, Kurtzman will be paid based on
its hourly rates, and will also be reimbursed for necessary out-
of-pocket expenses it incurs.  Prior to the Petition Date, the
Debtors paid Kurtzman a retainer of US$75,000.  

Moreover, as part of the overall compensation payable to    
Kurtzman, the Debtors agreed to indemnify and hold Kurtzman
harmless under certain situations, except in circumstances of
gross negligence or willful misconduct.

Sheryl R. Betance, Director of Restructuring Services of
Kurtzman, assures the Court that the firm does not hold or
represent any interest adverse to the Debtors, their estates,
their creditors and any parties-in-interest.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)



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

* ECUADOR: Moody's Upgrades Foreign Currency Ratings to B3
----------------------------------------------------------
Moody's Investors Service has upgraded Ecuador's foreign
currency government bond rating, foreign currency bank deposit
ceiling and foreign currency country bond ceilings to B3 from
Caa2.  The outlook on all the ratings is stable.

"The significant build-up of liquidity as a result of the oil
windfall has eased Ecuador's chronic financing difficulties"
said Moody's Vice President and Senior Analyst, Alessandra
Alecci.  "Despite threatening rhetoric early last year, the
government has, to the contrary, remained current on all
obligations and adopted a pragmatic approach to debt
management."

The analyst said Moody's rating action is primarily based on the
low likelihood that the government will face a trade-off between
implementing its ambitious social agenda and meeting its
obligations to creditors, at least for the next few years.  
Moreover, all key debt indicators have posted considerable
improvements and compare favorably with similarly-rated peers.

However, the rating agency sees the prospects for further
upgrades as low in the medium term.

"The new fiscal framework, while positive in some ways, has
eliminated the oil savings funds and introduced a significant
degree of discretion over expenditures while increasing the
exposure to the oil cycle," said Ms. Alecci.  "This is an issue
of concern for creditworthiness, particularly given Ecuador's
traditionally weak institutions."

She said Moody's will closely monitor developments related to
this year's heavy political agenda and their impact on private
domestic and foreign investment, especially for the oil sector.

"Despite an oil boom year," said Ms. Alecci, "Ecuador likely
registered the lowest growth rate among global energy-producers
last year, in part due to a contraction of investment amid
policy uncertainty."


* ECUADOR: Moody's Withdraws B3 Rating for Business Reasons
-----------------------------------------------------------
Moody's Investors Service has withdrawn Ecuador's B3 local-
currency government bond rating (last rating action: upgraded on
March 20, 2008).  The rating has been withdrawn for business
reasons.



====================
E L  S A L V A D O R
====================

HANESBRANDS INC: Davenport Puts Buy Rating on Firm's Shares
-----------------------------------------------------------
Davenport & Company analyst Neil Halpert has assigned a "buy"
rating on Hanesbrands Inc.'s shares, Newratings.com reports.

Newratings.com relates that the target price for Hanesbrands is
set at US$34.

Mr. Halpert said in a research note that Hanesbrands has a high
leverage ratio, with a US$2.3 billion long-term debt.

Mr. Halpert told Newratings.com that Hanesbrands used about 75%
of its operating cash flows of US$359 million to lessen its
liabilities and to take restructuring measures last year.

According to Newratings.com, Davenport said that since
Hanesbrands' spin off from Sara Lee Corp. in September 2006,
the company's liabilities lessened by 14%

Given its available liquidity of almost over US$600 million,
Hanesbrands wouldn't face a credit crunch in the near term,
Newratings.com reports, citing Davenport.

Winston-Salem, North Carolina-based Hanesbrands Inc. --
http://www.hanesbrands.com/-- markets innerwear, outerwear and
hosiery apparel under consumer brands, including Hanes,
Champion, Playtex, Bali, Just My Size, barely there and
Wonderbra.  The company designs, manufactures, sources and sells
T-shirts, bras, panties, men's underwear, children's underwear,
socks, hosiery, casual wear and active wear.  Hanesbrands has
approximately 50,000 employees in 24 countries, including
Dominican Republic, El Salvador, Mexico, Puerto Rico, India and
China.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2007, Standard & Poor's Ratings Services revised its
ratings outlook for intimate apparel and activewear maker
Hanesbrands Inc. to positive from stable.  At the same time,
existing ratings on the company, including the 'B+' corporate
credit rating, were affirmed.



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

AIR JAMAICA: Airbus 340 to Cost Gov't US$3.5 Million
----------------------------------------------------
The Airbus 340 that Air Jamaica leased will cost the government
some US$3.5 million, Janet Silvera at the Jamaica Gleaner
reports.

The Gleaner relates that the US$3.5 million will be paid to the
International Leasing and Financial Corp.

Air Jamaica admitted to The Gleaner that the aircraft has been
sitting in the maintenance facilities at Sogerma in Bordeaux,
France, for five months and that it should have been returned to
ILFC upon the sale of Air Jamaica's Heathrow slots to Virgin
Airways.

The Airbus 340 aircraft will be released this week, The Gleaner
says, citing Air Jamaica's Chairperson Shirley Williams.

Ms. Williams told The Gleaner that Air Jamaica was "at odds with
the airbus maintenance facility where the aircraft was sent for
a C-Check."

According to The Gleaner, aircraft maintenance checks are
periodic assessments that to be conducted on all planes after a
certain amount of time or usage.  C-Check is performed every 12
to 18 months, putting the aircraft out of service.

Ms. Williams commented to The Gleaner, "The aircraft was sent to
Sogerma in September for a C-Check; this has been upgraded to a
lease return check as the aircraft is being returned to the
lessor.  The company has been paid but there is a disagreement
with respect to additional work."

A "moderate estimate" for a C-Check of an aircraft like Airbus
340 ranges between US$6 million and US$8 million, while Air
Jamaica would have incurred additional costs for storage, The
Gleaner says, citing aviation experts.

Air Jamaica pays an average of US$690,000 a month for the
leasing of an airbus, plus unknown amounts in insurance costs,
The Gleaner states.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to own Air Jamaica
permanently.

                           *    *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.

On July 21, 2006, Standard & Poor's Rating Services assigned a
"B" long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, based on the government's
unconditional guarantee of both principal and interest payments.


CABLE & WIRELESS: Jamaican Unit to Launch One-Rate Plan
-------------------------------------------------------
Cable and Wireless Plc's Jamaican unit told The Jamaica Gleaner
that it will launch a "one-rate" plan of J$8 per minute.

According to The Gleaner, Cable & Wireless said that it will
stop differentiated rates for peak and off-peak bmobile calls to
cellular phones and fixed lines on its network starting April 1.

The Gleaner relates that new structure replaces the "Anyone"
plans that billed calls at J$10 peak and J$8 off peak.  

Cable & Wireless will instead bill bmobile calls to other
networks J$12 per minute at any time of the day, while calls to
overseas will cost J$15 per minute, from J$18, The Gleaner
states.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units –- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

                        *     *     *

As of Feb. 12, 2008, Cable & Wireless Plc carried a Ba3 long-
term corporate family rating, a B1 senior unsecured debt rating
and a Ba3 probability of default rating from Moody's Investors
Service, which said the outlook is stable.

The company also carries a BB- long-term local and foreign
issuer credit ratings from Standard & Poor's Ratings Services,
which said the outlook is stable.  S&P rates its short-term
local and foreign issuer credit at B.


NATIONAL COMMERCIAL: Realigns Insurance Arm With Wealth Unit
------------------------------------------------------------
The National Commercial Bank Jamaica Limited has placed its
insurance arm under its wealth management division, The Jamaica
Gleaner reports.

According to The Gleaner, the National Commercial didn't say how
much it expects to save from the restructuring of the two
operations, the changes to its international business unit, and
the departure of two executives, Ingrid Chambers and Chris
Stokes.

As reported in the Troubled Company Reporter-Latin America on
March 24, 2008, Ingrid Chambers and Chris Stokes resigned as
senior managers of National Commercial.

"The change is not a big deal.  We are just trying to become
more efficient and create greater synergies in order to better
serve customers," the National Commercial's Deputy Group
Managing Director Dennis Cohen commented to The Gleaner.

According to the National Commercial, NCB Insurance Company
Limited, which handles insurance and pension funds
administration, is now a direct unit of NCB Capital Markets
Limited.   Christopher Williams will assume overall
responsibility for the strategic management of the wealth
management segment.

The National Commercial's Group Managing Director Patrick Hylton
told The Gleaner, "The pension administration and investment
management businesses are important growth areas for the group
and we intend to intensify our focus so as to maximize our
business opportunities."

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

                           *    *    *

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

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


NATONAL WATER: Senator Norman Grant Complains on Rate Increase
--------------------------------------------------------------
The Jamaica Agricultural Society's head and the nation's Senator  
Norman Grant told The Jamaica Observer that the group is
concerned about the National Water Commission's water rate
increase without an accord to make potable water available to
more rural communities.

The Commission told The Observer that the 44% increase it is
seeking for its water services will:

          -- "put it in a better position" to meet the
             increasing cost of providing water to its clients;
               
          -- improve service delivery by earning revenue to
             improve equipment maintenance; and

          -- satisfy increasing regulatory requirements.

Senator Grant commented to The Observer, "It is the view of the
JAS [Jamaica Agricultural Society] that any increase by the NWC
[National Water Commission] must be accompanied by an
irrevocable agreement by the Commission to have potable water
available to the rural citizenry within a reasonable time
frame."

Residents in several rural communities had to carry water for
miles for consumption and while many pipes were broken and dry,
they were still being charged without getting the commodity, The
Observer notes, citing Senator Grant.

"We feel that a 44% increase cannot, at this time, be
accommodated by consumers in the rural areas.  But, would
recommend that a feasibility study be done to determine what
percentage increase is reasonable and affordable," Senator Grant
told The Observer.

The National Water Commission is a statutory organization
charged with the responsibility of providing potable water and
wastewater services for the people of Jamaica.

                          *     *     *

The National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.

Jamaican citizens have been complaining to the commission about
water disruptions in their communities, resulting to
restrictions of water use.



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

ALASKA AIRLINES: Staff Not Protected by AMFA, Teamsters Says
------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association (AMFA) failed to protect mechanics' jobs at United
Airlines Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  
AMFA also misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics and related at Continental increased to 3,605 last
year from 3,050 in 1998, when the Teamsters became the
mechanics' representative.  Continental's furlough list has been
exhausted and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by
AMFA.  United has cut more maintenance workers than any other
U.S. airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that
AMFA has to resort to lies to hang on to the members it has
left," said Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period
ends March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, Europe and
Asia, serving 144 domestic and 139 international destinations.  
More than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007, the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Bankruptcy News, Issue No.
88; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  The Court
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  
The company emerged from bankruptcy protection on Feb. 1, 2006.  
(United Airlines Bankruptcy News, Issue No. 154; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent
company of Horizon Air Industries Inc. and Alaska Air Group
Leasing.  Alaska Airlines and Horizon Air together serve 92
cities through an expansive network in Alaska, the Lower 48,
Hawaii, Canada and Mexico.

                          *     *     *

On Sept. 4, 2003, Standard & Poors' assigned its BB- corporate
credit rating on Alaska Airlines Inc. and Alaska Air Group Inc.  
Ratings still hold as of March 19, 2008.  Outlook is negative.

On March 4, 2003, Moody's assigned B1 long term corporate family
rating and a stable outlook to Alaska Air.  That rating still
holds as of March 19, 2008.


ASARCO LLC: Grupo Mexico Pleased With Court's Decision
------------------------------------------------------
Grupo Mexico SAB de CV is pleased that the United States
Bankruptcy Court for the Southern District of Texas-Corpus
Christi Division, the Court overseeing the Chapter 11 case of
ASARCO LLC, agrees with Grupo Mexico that the Court reject any
step ASARCO LLC might take in connection with a process to
identify a potential acquirer of ASARCO LLC assets for a plan of
reorganization.  This ruling permits Grupo Mexico, through its
affiliate ASARCO Inc, to continue with its efforts to present a
plan that either pays the Creditors in full or reinstates
current debts, which would be a full payment plan with financial
assurances, as needed.  Grupo Mexico is also gratified that the
Court did not approve the stipulation of a "break-up fee," which
would disincentivize higher bids to the detriment of the
Creditors and ASARCO Inc.

Grupo Mexico is further pleased that the Court directed ASARCO
LLC to reappear in Court for approval once it has more certainty
on the process, as well as the important decision to preserve
the right of interested parties, including ASARCO Inc, to object
to the manner in which ASARCO LLC conducts its process.

Finally, Grupo Mexico is satisfied that the Examiner, which the
Court previously directed be appointed, should play a role in
monitoring the conduct of the process and reporting to the Court
on the integrity of that process.

We are concerned by the position taken in Court by the majority
bondholders, Harbinger Capital Partners Master Fund I, Ltd.,
Harbinger Capital Partners Special Situations Fund, L.P., and
Citigroup Global Markets, Inc.  They publicly state their intent
to support the sale process initiated by the Debtor, without
certainty of full payment, when the Parent has offered
repeatedly to provide full payment of those bonds acquired at a
discount and of defaulted interest.

More troublesome for Grupo Mexico is Citigroup and Harbinger
Capital Partners position, since in the past Citigroup has acted
as a banker for Grupo Mexico and now it looks to follow
different directions rather than assure full payment of its
bonds, as promised by its long term former client, Grupo Mexico.


                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/          
-- is an integrated copper mining, smelting and refining
company.  Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  
The Company filed for chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq.,
Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker
Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden,
Womble & Culbreth, P.C., represent the Debtor in its
restructuring efforts.  Lehman Brothers Inc. provides the ASARCO
with financial advisory services And investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the
Official Committee of Unsecured Creditors and David J. Beckman
at FTI Consulting, Inc., gives financial advisory services to
the Committee.  When the Debtor filed for protection from its
creditors, it listed US$600 million in total assets and
US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation
proceeding.  The Court appointed Michael Boudloche as
Encycle/Texas, Inc.'s Chapter 7 Trustee.  Michael B. Schmidt,
Esq., and John Vardeman, Esq., at Law Offices of Michael B.
Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

The Court gave the Debtors until April 11, 2008, to file a plan
of reorganization.


BLUE WATER: Creditors Panel Can Hire Schafer as Counsel
-------------------------------------------------------
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized the Official
Committee of Unsecured Creditors appointed in the bankruptcy
cases of Blue Water Automotive Systems, Inc., and its debtor-
affiliates to retain Schafer and Weiner, PLLC, as its bankruptcy
counsel.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Schafer will represent and assist the Creditors Committee with
all aspects of its role in the Debtors' bankruptcy cases, as
provided under Section 1103 of the Bankruptcy Code.

Schafer will be paid according to its hourly rates and
reimbursed for any necessary out-of-pocket expenses:

      Professionals                 Hourly Rates
      -------------                 ------------
      Senior Members               US$295 - US$395
      Junior Members               US$230 - US$295
      Associate                    US$260 - US$145
      Legal Assistant                   US$120

Michael E. Baum, Esq., a member at Schafer & Weiner, PLLC, in
Bloomfield Hills, Michigan, attests that his firm does not
represent any interest adverse to the Creditors Committee and
the Debtors' estate.  He said his firm is a "disinterested
person" as the term is defined in Section 101(14).

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Creditors Panel Wants Stout Risius as Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Blue Water Automotive Systems, Inc., and its
debtor-affiliates asks the Hon. Marci B. McIvor of the United
States Bankruptcy Court for the Eastern District of Michigan for
authority to retain Stout Risius Ross, Inc., as its financial
advisors.

As financial advisors, Stout Risius will:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including schedules of assets and liabilities,
       statements of financial affairs and monthly operating
       reports;

   (b) review the Debtors' financial information, including, but
       not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions;

   (c) review and analyze the reporting regarding cash
       collateral and any DIP Financing arrangements and
       budgets;

   (d) evaluate potential employee retention and severance
       plans;

   (e) assist with identifying and implementing potential cost
       containment and asset redeployment opportunities;

   (f) analyze assumption and rejection issues regarding
       executory contracts and leases;

   (g) review and analyze the Debtors proposed business plans
       and the business and financial condition of the Debtors'
       generally;

   (h) assist in evaluating reorganization strategy and
       alternatives available to the creditors;

   (i) review and criticize the Debtors' financial projections
       and assumptions;

   (j) prepare and review enterprise, asset and liquidation
       valuations;

   (k) assist in preparing and or reviewing documents necessary
       for confirmation;

   (l) advise and assist with Committee negotiations and
       meetings with the Debtors, the bank lenders and
       customers;
                            
   (m) advise and assist on tax consequences of proposed plans
       of reorganization;

   (n) assist with the claims resolution procedures, including,
       but not limited to, analyses of creditors' claims by type
       and entity; and

   (o) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance
       actions or other matters.

Stout Risius will be paid according to its customary hourly
rates:

      Professional               Hourly Rates
      ------------               ------------
      Managing Directors            US$395
      Directors                US$330 - US$390
      Managers                 US$240 - US$330
      Senior Associates        US$175 - US$225
      Staff Associates         US$100 - US$150
      Paraprofessionals             US$80

Gary W. Burns, managing director of Stout Risius, assures the
Court that his firm represents no adverse interests to all
parties in involved in the Debtors' Chapter 11 cases, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       Debtors Object

Susan M. Cook, Esq., at Lambert, Leser, Isackson, Cook &
Giunta, P.C., in Bay City, Michigan, proposed conflicts counsel
to the Debtors, states that the Debtors have serious issues
regarding the Official Committee of Unsecured Creditors'
declaration that Stout Risius Ross, Inc., is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Cook notes that the affidavit of Gary W. Burns, a managing
director at Stout Risius, disclosed that in 2005, Stout Risius
analyzed the financial statements and cash flow forecasts
regarding customers and vendors of Sarnamotive Blue Water
Plastics, Inc., which is the Debtors' predecessor company.  
However, that disclosure was not discussed anywhere in the
Committee's retention application and that Stout Risius' work
for the Committee, which includes analysis of the issues the
firm has assisted the Debtors before, will be detrimental to the
Debtors since the law firm is believed to have obtained
confidential information from its previous employment by
Sarnamotive Blue Water, Ms. Cook argues.

Ms. Cook further discloses that the Burns Affidavit also
revealed Stout Risius' engagement as the "sell side"
advisor/investment banker for the sale of Injectronics, which
was purchased by the Debtors in 2005.

"At no prior time did the Committee or Stout Risius contact the
Debtors or their counsel to discuss these issues.  However, the
Debtors are attempting to resolve their objections with the
Committee's retention of SRR without this Court's intervention,
but for the meantime, the Debtors maintain their stand to deny
the motion," Ms. Cook concludes.

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Seeks to Tap Miller Buckfire as Investment Banker
-------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates
ask the United States Bankruptcy Court for the Eastern District
of Michigan for permission to employ Miller Buckfire & Co., LLC,
as their financial advisor and investment banker.

The Debtors believe that Miller Buckfire's extensive experience
in providing financial advisory and investment banking services
will be beneficial to their estates.

As financial advisor to the Debtors, Miller Buckfire will:

   (a) provide the Debtors financial advisory and investment
       banking services;

   (b) familiarize itself with the business, operations,
       properties, financial condition and prospect of the
       company;

   (c) provide financial advice and assistance to the Debtors in
       connection with a Sale, identify potential acquirors and,
       at the Debtors' request, contact these potential
       acquirors;

   (d) assist the Debtors in preparing a memorandum to be used
       in soliciting potential acquirors;

   (e) participate in negotiations with potential acquirors; and

   (f) advise and assist the Debtors in structuring and
       effecting the financial aspects of a Sale transaction.

The Debtors will pay Miller Buckfire according to these payment
terms:

   (a) an initial financial advisory fee of US$75,000;

   (b) a monthly advisory fee of US$75,000; and

   (c) a sale transaction fee, in the event the Debtors
       consummate a sale transaction, of 2.5% of the aggregate
       consideration of any such sale, provided that the minimum
       sale transaction fee in connection with the sale is
       US$1,000,000.

The Debtors will reimburse Miller Buckfire for all of its
reasonable out-of-pocket expenses.

Durc A. Savini, managing director at Miller Buckfire, assures
the Court that the firm does not hold any interest adverse to
all parties-in-interest, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Wants to Hire Huron as Financial Consultants
--------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates
ask Judge Marci B. McIvor of the United States Bankruptcy Court
for the Eastern District of Michigan for authority to employ
Huron Consulting Services, LLC, as their financial consultants,
nunc pro tunc to February 12, 2008.

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, relates that Huron Consulting and the Debtors entered
into an Engagement Agreement on January 21, 2008, which provides
for Huron Consulting to act as exclusive financial consultants
to the Debtors in connection with modifying their credit
arrangements and commercial terms with certain customers.

The Debtors believe that continued representation by Huron
Consulting is critical to their efforts to restructure their
business.

As the Debtors' financial advisors, Huron Consulting will:

   (1) provide to the Debtors financial consulting services;

   (2) assist the Debtors in preparing financial analyses in
       support of reaching out to their key customers, including
       liquidity budgets and other prospective financial
       information;

   (3) meet with and provide counsel to the Debtors relating to
       their key constituents;

   (4) assist with the preparation, accumulation and review of
       financial data that will be required to assess potential
       arrangements with the Debtors' key customers;

   (5) perform a thorough assessment of the Debtors' historical
       financial performance and financial projections to
       determine strategic alternatives and the feasibility of
       the Debtors' long-term plans; and

   (6) assist with the review and negotiation of modified term
       sheets between the Debtors and their commercial lending
       and customer relationships.

The Debtors will compensate Huron Consulting's professionals
based on actual hours rendered at these rates:

                Title                   Hourly Rate
                -----                   -----------        
                Managing Director         US$625
                Director                  US$550
                Manager                   US$450
                Associate                 US$350
                Analyst                   US$275

On a monthly basis, the Debtors will reimburse the firm all
reasonable and actual out-of-pocket expenses it incurs.

John C. DiDonato, managing director at Huron Consulting, assures
the Court that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.  He,
however, discloses that Huron is a creditor to the Debtors in a
way since the Debtors owe it US$386,854 for fees and costs
incurred from January 21 to February 11, 2008.

Huron has agreed to waive and release its claim against the
Debtors.  In a letter agreement, Ford Motor Corporation agreed
to pay US$264,415 of Huron's prepetition claim.  According to
Ms. O'Neill, Ford has agreed to pay a portion of Huron's claim
to avoid the much greater costs of production line interruptions
that could occur or be aggravated if Huron resigned from its
engagement with the Debtors.

Pursuant to Section 327 of the Bankruptcy Code, Ms. O'Neill
argues that Huron is a "disinterested person" and does not hold
adverse interest to all parties on the grounds that:

   * the proposed payment arrangement has been fully disclosed
     to the Debtors, Ford and the Court through the Letter
     Agreement;

   * the Debtors have consented to the arrangement in the
     disclosure and consent letter;

   * Ford has an independent legal counsel and clearly
     understands that Huron's loyalty in the Debtors' Chapter 11
     cases is exclusive to the Debtors and their estates; and

   * Huron has demonstrated and represented to the Court the
     absence of facts, which would otherwise create
     non-disinterestedness, actual conflict, or impermissible
     potential for a conflict of interest arising from the
     payment by Ford.

                         St. Clair Objects

St. Clair Packaging, Inc., objects to the employment request
because the request does not provide for payment of any other
administrative expenses by either th Debtors or the third-party
customer Ford.  St. Clair notes that the request proposes for
the Debtors to sacrifice payment of the Section 503(b)(9) claims
in preference to payment of other obligations.

St. Clair notes that the request fails to specify the practical
need to employ Huron as consultants.  The employment agreement
has no budget or any limitation caps on services or fees.

Without providing any explanation, St. Clair subsequently
withdrew, without prejudice, its objection to the employment
request.

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


CHEMTURA CORP: Posts US$3 Mil. Net Loss in Year Ended Dec. 31
-------------------------------------------------------------
Chemtura Corp. reported a net loss of US$3.0 million on net
sales of US$3.75 billion for the year ended Dec. 31, 2007,
compared with a net loss of US$206.0 million on net sales of
US$3.46 billion for the yeare ended Dec. 31, 2006.

The increase in sales primarily reflects a net US$173.0 million
attributable to acquisitions and divestitures, US$61.0 million
of favorable foreign currency impact, US$43.0 million from
higher selling prices and other increases of US$12.0 million,
primarily related to sales volume and product mix.   

The increases in selling prices occurred within the Polymer
Additives, Performance Specialties and Consumer Products
segments and were the result of passing raw material cost
increases through to customers.  The company's selling prices
increases during the year have not offset increases in raw
material costs during 2007.

Operating profit of US$59.0 million for 2007 increased US$54.0
million as compared to operating profit of US$5.0 million for
2006.  This increase is primarily due a increase in gross profit
of US$29.0 million, lower antitrust costs of US$55.0 million,
lower merger costs of US$17.0 million and a US$61.0 million
reduction in charges for the impairment of long-lived assets,
partially offset by a US$65.0 million increase in depreciation
and amortization expense, US$31.0 million higher facility
closures, severance and related costs, higher SG&A of US$6.0
million, an increased loss on sale of businesses of US$4.0
million, a US$1.0 million increase in research and development
costs and other cost increases of US$1.0 million.

Loss from continuing operations for 2007 was US$45.0 million, as
compared to a loss of US$273.0 million for the same period of
2006.  This increase is primarily due to the increase in
operating profit and decreases in interest expense, loss on
early extinguishment of debt and income tax expense.

Interest expense decreased by US$15.0 million for 2007 compared
with the same period in 2006.  The decrease was due primarily to
the early retirement of the company's 9.875% Senior Notes due
2012 and the Floating Rate Notes due 2010 in 2006.

During 2006, the company recorded a loss on early extinguishment
of debt of US$44.0 million, which includes a US$20.0 million
loss from the May 2006 retirement of the 2010 Notes and a
US$24.0 million loss from the July 2006 retirement of the 2012
Notes.

The company's income tax expense for continuing operations was
US$4.0 million for 2007 as compared with income tax expense of
US$126.0 million for the same period of 2006.

The tax benefit of the company's pre-tax loss in 2007 was
reduced by non-deductible antitrust costs, the establishment of
tax reserves for uncertain tax positions and foreign income
subject to U.S. taxation, net of the relief from tax law changes
and income tax credits, resulting in tax expense of US$4.0
million for the year.

                     Discontinued Operations

For 2007, the company recorded a gain on sale of discontinued
operations of US$24.0 million.  The net after-tax gain is
comprised of a gain of US$3.0 million related to the sale of the
OrganoSilicones business representing the recognition of final
contingent earn-out proceeds, a gain of US$23.0 million related
to the sale of the EPDM business on July 29, 2007, and a loss of
US$2.0 million related to the sale of optical monomers on
Oct. 31, 2007.

For 2006, the company recorded a gain on sale of discontinued
operations of US$47.0 million related to the sale of the
OrganoSilicones business to General Electric Company in
July 2003.  This gain primarily represents the recognition of
the additional contingent earn-out proceeds.

Earnings from discontinued operations in 2007 of US$18.0 million  
related to the EPDM business sold in June 2007, the optical
monomers business sold in October 2007, the fluorine business
sold in January 2008 and adjustments related to the sale of the
OrganoSilicones business sold in July 2003.  Earnings from
discontinued operations in 2006 of US$20.0 million related to
the EPDM business, the optical monomers business and the
fluorine business.

                            Total Debt

The company's total debt as of Dec. 31, 2007, was US$1.06
billion as compared with US$1.11 billion as of Dec. 31, 2006.  
Cash and cash equivalents were US$77.0 million as of Dec. 31,
2007, compared to US$95.0 million as of Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet
showed US$4.41 billion in total assets, US$2.56 billion in total
liabilities, and US$1.85 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2957

                    About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- is a manufacturer and  
marketer of polymer additives, performance specialties, consumer
products and crop protection.  The company has facilities in
Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, Moody's Investors Service placed Chemtura
Corporation's corporate family rating of Ba2 under review for
possible downgrade after reports that its "board of directors
has authorized management to consider a wide range of strategic
alternatives available to the company to enhance shareholder
value."  

Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, after reports that
management is considering strategic alternatives, including sale
or merger of the company.


MOVIE GALLERY: Seeks Permission to Reject Dotcast License Pact
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to reject their license agreement with Dotcast, Inc.,
in light of a settlement agreement reached between the parties.

In March 2007, Buena Vista Datacasting, LLC and debtor-affiliate
M.G. Digital, L.L.C., entered into a certain assignment and
assumption agreement, which, according to the Debtors, was the
License Agreement that Buena Vista previously had with Dotcast.

Subsequently, Dotcast commenced Civil Action No. 1:07-CV-01181-
ODE against the Debtors in the United States District Court for
the Northern District of Georgia, styled Dotcast, Inc. v. Movie
Gallery, Inc., M.G. Digital, LLC, and Movie Gallery US, LLC.,
asserting that the Debtors "have infringed and are infringing"
US Patent No. 6,433,835 through selling, offering for sale and
importing a video distribution service known as MovieBeam (TM).

Pursuant to Section 638 of the California Code of Civil
Procedure, M.G. Digital initiated Civil Case No. BC375557
against Dotcast in the Superior Court of the State of
California, County of Los Angeles, styled as M.G. Digital, LLC
v. Dotcast, Inc., et al., seeking declaratory relief and
specific performance based upon the contention that it is a
valid assignee of certain rights under the License Agreement.

In an effort to resolve their dispute, the Debtors and Dotcast
entered into a settlement agreement which provides for, among
other things:

   * the rejection of the License Agreement;

   * the Debtors' and Dotcast's mutual release and discharge of
     claims in the Georgia Action and the Section 638 Action;

   * the parties' withdrawal of claims filed prior to the
     effective date of the Settlement Agreement, following which
     Dotcast will forever refrain from filing any claims in the
     Debtors' bankruptcy cases;

   * the Debtors' avoidance of usage of certain "dNTSC"
     modulators and receiver chips absent Dotcast's written
     permission; and

   * the parties' voluntary dismissal of their initiated
     litigations within seven days after the Effective Date of
     the Settlement Agreement.

Representing the Debtors, Loc Pfeiffer, Esq., at Kutak Rock LLP,
in Richmond, Virginia, maintains that the Debtors no longer
require the benefits provided by the License Agreement and the
License Agreement does not represent source of potential value
for the Debtors' creditors and future operations.

In contrast, the Settlement Agreement represents a compromise
that "significantly avoids the cost, delay and uncertainty
related to further litigation in connection with the License
Agreement," Mr. Pfeiffer adds.

                        About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  It operates over 4,600 stores in the United
States, Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008 to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 22; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


UNITED RENTALS: Pays US$27MM Settlement for Class Action Suits
--------------------------------------------------------------
United Rentals Inc. entered into a memorandum of understanding
with lead plaintiff's counsel to settle three purported class
action lawsuits that were filed after the August 2004 statement
of an SEC inquiry concerning the company's historical accounting
practices.  The memorandum of understanding provides that the
claims of the plaintiff class will be settled for a cash payment
of US$27.5 million.

The contemplated settlement is subject to the prior satisfaction
of a number of conditions, including definitive settlement
documentation and court approval.  In addition, the settlement
is contingent upon United Rentals and its insurance carriers
finalizing agreements on the portion of the settlement to be
funded by the carriers, well as the amounts that the carriers
will reimburse United Rentals for defense costs concerning the
shareholder actions and related inquiries and matters that have
previously been expensed by the company.

The company expects, taking into account anticipated settlement
funding and defense cost reimbursements from its insurance
carriers, that the contemplated settlement will not have a
material effect on its results of operations or cash flows for
any period.

The memorandum of understanding provides that United Rentals and
the individual defendants will each receive a release from the
members of the purported plaintiff class, which consists of
persons who purchased United Rentals securities from
Feb. 28, 2001, to Aug. 30, 2004.  The contemplated settlement is
without any admission of liability or fault by the company or
any of the other defendants.

United Rentals noted that the contemplated settlement does
not affect the SEC inquiry of the company, which is still
ongoing. The company is continuing to cooperate fully with the
SEC.

                       About United Rentals

Headquartered in Greenwich, Conn., United Rentals Inc. (NYSE:
URI) -- http://www.unitedrentals.com/ -- is an equipment rental
company with an integrated network of over 690 rental locations
in 48 states, 10 Canadian provinces and Mexico.  The company's
approximately 10,900 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.  
The company offers for rent over 20,000 classes of rental
equipment with a total original cost of US$4.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on United Rentals Inc. and its major operating
subsidiary United Rentals (North America) Inc. and removed all
ratings from CreditWatch with negative implications.  S&P said
the outlook is stable.


* MEXICO: S&P Says US Downturn May Affect 2008 Creditworthiness
---------------------------------------------------------------
With the United States economy in a downturn and economic growth
in the United Mexican States (BBB+/Stable/A-2 foreign,
A+/Stable/A-1 local currency sovereign credit ratings) adjusting
accordingly, Mexican states will have to prove their capability
to overcome 2008's more-challenging environment following the
past two positive years.  Depending upon their ties to the U.S.
economy (e.g., dependence upon remittances from Mexican workers
in the U.S., or if their geographic location with respect to the
U.S. benefits commercial flows), Mexican states face diverse
challenges that could affect their economic performances and
creditworthiness.  This article analyzes these factors and their
potential impact on Mexican states during 2008.

Standard & Poor's Ratings Services currently rates 28 Mexican
states, six of which are located on the U.S. border:  Nuevo Leon
(mxA/Stable/--; all state ratings are national scale
rating/outlook); Tamaulipas (mxAA/Stable/--); Chihuahua
(mxA+/Stable/--); Coahuila (mxAA/Stable/--); Sonora
(mxA/Positive/--); and Baja California (mxAA-/Stable/--). All
six have strong economic bases and the credit strength to
service their financial obligations in a timely manner, and all
have limited or manageable debt.  While the ratings on all six
states are therefore considered stable, any negative effects
resulting from the U.S. slowdown must be evaluated in terms of
the impact on their economic performances and creditworthiness.

Dollar remittances from Mexican workers in the U.S. represent a
significant percentage of family income in some Mexican states,
primarily the states of Michoacan (mxA/Stable/--), Guanajuato
(mxAA/Stable/--), and the State of Mexico (mxBBB-/Stable/--).  
In most cases, these remittances exceeded foreign direct
investment over the years, reflecting migration patterns that
prevailed in Mexico over the past several decades.  Therefore,
the economies and populations of the states that receive the
most remittances will be affected if this source of funds
decreases over the next several years.

These storm clouds could affect the economic prospects for, and
the fiscal performances of, many Mexican states, particularly
those linked to the U.S. economy.  As a result, the
creditworthiness of Mexican states in 2008 will depend upon
economic trends, nationally and in the U.S., and the ability of
state governments to adjust their budgets effectively.  They
will have to adapt to new circumstances, such as increased
operating expenditure responsibility and pending capital
projects, and be responsible for using additional federal
resources in an efficient way.  For example, S&P will evaluate
Mexican states on a case-by-case basis to factor in its analysis
both the impact of the fiscal reform approved by the Federal
Congress at the end of 2007 and the effect of additional oil
revenue on a state's budget during 2008.  S&P expects these
factors to represent a significant source of revenue in
some states, impacting financial flexibility in a positive way,
while in others the additional revenue will not necessarily
change present conditions.

       Economic Ties At The Border: Strength Or Weakness?

The dynamic economies of the border states represented one of
their most important credit strengths over the past several
years.  This is particularly true because these states were very
efficient in tapping into their strong economic bases to levy
more taxes and, as a result, most of them maintain the highest
level of own-source revenue among Mexican states, while
maintaining in some cases, a strong and permanent flow of
foreign direct investments from their closest neighbor, the
U.S..

Economic growth enabled the border states to levy more taxes, in
particular payroll taxes, which in 2006 and 2007 accounted for
approximately 89.7% of state tax revenue in Tamaulipas, 89.0% in
Nuevo Leon, 69.5% in Baja California, 72.1% in Coahuila, 74.2%
in Sonora, and 73.6% in Chihuahua.  As a result, any significant
change in the number of companies that operate in these states
could impact their collection of payroll taxes.  S&P expects
that payroll taxes in the border states might not grow as fast
as expected in 2007, due to the U.S. economic prospects for
2008; therefore, S&P is adjusting revenue expectations for those
states that planned to issue debt guaranteed by the future flow
of payroll taxes or any other revenue source closely linked to
the performances of their economies.

Historically, economic growth in the border states surpassed
that of Mexico, allowing Baja California, Chihuahua, and Nuevo
Leon, for example, to average modifiable revenue of 15.3%,
17.5%, and 12.1% of operating revenue, respectively.  As a
result, these states continue to have more financial flexibility
than the rest of their rated national peers, which averaged
modifiable revenue of around 7.6% of operating revenue during
the same period.  It is also worth mentioning that Mexican
states continue to have low financial flexibility compared to
international peers; S&P expects this to continue in the medium
term, given the National System of Fiscal Coordination.

The close economic relationship between Mexico and the U.S. is
both a major strength and sometime weakness of the border
states, as they are more exposed to U.S. economic cycles.  For
example, any economic slowdown in the U.S. affects those Mexican
states where the manufacturing industry represents an important
source of foreign direct investment.  S&P believes that the
industries that have consolidated their operations in the border
states over the last several years are unlikely to move out due
to the present U.S. economic slowdown.  However, they might
delay new investment until the clouds of the U.S. economic
recession disappear.  It is also important to mention that new
industries, such as those related to the aerospace sector, have
invested for the long term in border states such as Baja
California, Sonora, Nuevo Leon, and Chihuahua and even in
central states such as Queretaro (mxAA-/Positive/--) during the
past two years, and are not expected to move in the short term.  
The same can be said for auto industry companies, which have
consolidated their operations.  Strong local business
communities with a long-term vision are an important asset in
the northern Mexican states, and many companies are more
prepared than in the past to respond to new business challenges.

          Remittances: A Significant Decrease Can Affect
               Those States With Weaker Economies

Mexican migration to the U.S. is a phenomenon that has allowed
remittances to become the second-largest source of revenue for
the country, after oil, and to total more than that received in
foreign direct investments.  According to official data, Mexico
received approximately US$23.9 billion in remittances in 2007,
compared to US$23.3 billion in foreign direct investments.  
States that received large amounts of remittances over the past
decade include Michoacan, in far first place, followed in some
years by Guanajuato, Jalisco (mxA+/Stable/--), the State of
Mexico, the Federal District (debt rated 'mxAAA'), Veracruz
(mxA+/Stable/--), Puebla (mxA+/Stable/--), Guerrero
(mxBBB+/Stable/--), and Oaxaca (mxBBB/Positive/--).  Remittances
surpass foreign direct investment in these states, becoming an
important source of revenue for many families as well as for
local economies. Remittances totaled more than US$2 billion in
Michoacan in 2007, and about the same amount in Guanajuato and
the State of Mexico, based upon official data.  If U.S.
remittances decrease significantly, local economies in some of
the poorer states in southern Mexico are likely to suffer the
impact.  Indeed, remittances already decreased 5.85% as of
January 2008 compared to the same period in 2007, according to
official data.  If the decrease in remittances continues tax
collection may be affected, and municipalities may be forced to
delay or cancel needed infrastructure projects.

     It's Not Only About Revenue, Expenditure Also Matters

There is no doubt that Mexican states have historically faced
limited fiscal flexibility, both on the revenue and the
expenditure sides.  In general, operating expenditure
constitutes the majority of the states' budgets.  Capital
expenditure represents a significantly lower percentage, and is
more likely to be delayed in a time of financial stress.  S&P
expects this expenditure mix to remain unchanged in the future,
given that that states will continue to have heavy
responsibilities, particularly with regard to education and
health.  New expenditure to fund security issues will affect
both state and municipal budgets in the future.  S&P expects
that the states will receive federal transfers to cover
operating expenditure for some programs in 2008 due to the
recently approved fiscal reform, but there is no guarantee that
transfers for certain programs will continue.

For example, a federal program in 2008 might support public
safety expenditure to buy equipment and pay higher salaries to
local police.  Assuming that states or municipalities receive
federal transfers for these purposes, local governments will
have to plan extremely well as to how they will maintain the
same expenditure responsibility and still maintain healthy
budgetary performances should the federal government discontinue
the transfers.  Mexican states and municipalities will have to
plan operating expenditure growth carefully in order to achieve
an adequate budgetary performance over the next several years
because of the new security issues.  This is particularly true
given that Mexican states and municipalities do not have
multiannual budgets and that they expect to receive additional
federal transfers due to the already-mentioned fiscal reform in
Mexico that may not cover all their needs.  The federal
government budgeted a 12.6% increase in overall federal
transfers in 2008 to states and municipalities, which must now
plan according to available resources.

S&P expects all Mexican states to face the continuing challenges
of balancing their budgets and investing in necessary
infrastructure to sustain economic growth in the upcoming years.  
Operating expenditure as percentage of total revenue continues
to dominate the states' budgets, even in states that have
maintained adequate levels of capital expenditure, as is the
case of some border states.

When states are constantly faced with tight operating surpluses
at year-end and have pending infrastructure projects, they may
request external borrowing to finance this expenditure.  States
that attempt to issue new debt in 2008 will have their debt
capacity and any potential impact on the current ratings
analyzed closely by S&P's on a case-by-case basis.  
Nevertheless, S&P expects most Mexican national scale ratings to
remain stable in 2008.

When states are constantly faced with tight operating surpluses
at year-end and have pending infrastructure projects, they may
request external borrowing to finance this expenditure.  States
that attempt to issue new debt in 2008 will have their debt
capacity and any potential impact on the current ratings
analyzed closely by S&P's on a case-by-case basis.  
Nevertheless, S&P expects most Mexican national scale ratings to
remain stable in 2008.

                        Final Comments

The ability of Mexican states to manage situations of economic
and fiscal stress adequately will be vital to maintaining
creditworthiness during 2008-2009 and future years, especially
in those states that are planning to issue debt.  More
importantly, states with close links to the U.S. economy will be
in the spotlight, proving their ability to adapt to this new
challenging environment with credit factors unaffected. The
Mexican government has a strong infrastructure plan, among other
initiatives, to potentially offset the effects of the U.S.
recession.  This time, and unlike the 2001 economic slowdown
that affected the manufacturing industry of all Mexican states
in general and the border states in particular, S&P believes the
Mexican states are better prepared to counteract any negative
economic impact.



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

COOPER COMPANIES: Moody's Holds Ba3 Ratings, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Cooper Companies, Inc.'s
speculative liquidity rating to SGL-3 from SGL-2.  Concurrently,
Moody's affirmed the company's Ba3 corporate family rating, Ba3
probability of default rating and Ba3 rating on the US$350
million Senior Unsecured Notes due 2015.  The ratings outlook
remains negative

The downgrade of the company's liquidity rating to SGL-3 from
SGL-2 recognizes Moody's expectations that there is a high
probability that the company will have to repurchase the
US$115 million convertible securities due 2023 that are puttable
in July 2008.   Currently, the company's stock price is below
the conversion price (US$44.40) stated in the convertible
securities' indenture.  Moody's anticipates that Cooper will
fund the repurchase of the debt with borrowings under the
existing revolver.  Additionally, the company's capital
expenditures will remain elevated through Oct. 31, 2008.  As a
result, Moody's expects the company will generate negative free
cash flow through the twelve months ending April 30, 2009.  
Moody's does note that the company will have adequate cushion
under its financial covenants through the four quarter period
ending April 30, 2009.

Sidney Matti, Analyst, stated that, "Cooper will continue to
have capital spending requirements related to the startup of the
manufacturing of the Avaira two week silicone hydrogel contact
lens product and the capacity expansion of daily contact lens
products coupled with the repayment of the convertible notes
which will result in negative free cash flow over the near
term."

The negative outlook reflects the continued negative free cash
flow related to additional capital spending related to new
product introductions coupled with Moody's expectation that the
company will have to repurchase the convertible notes in
July 2008.   Consequently, the company has not focused on
repaying its outstanding debt and will have a higher than
expected debt position over the ratings horizon.

Moody's does note the company's moderate leverage position as it
relates to adjusted debt to EBITDA and the revenue growth
related to the single daily lens products.

This rating was downgraded:

  -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

These ratings were affirmed:

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at Ba3; and

  -- Ba3 rating (LGD3/45%) on Senior Unsecured Notes due 2015.

With corporate offices in Lake Forest and Pleasanton,
California, The Cooper Companies, Inc. --
http://www.coopercos.com/-- (NYSE:COO) manufactures and markets
specialty healthcare products through its CooperVision and
CooperSurgical units.

CooperVision -- http://www.coopervision.com/-- manufactures and
markets contact lenses and ophthalmic surgery products.
Headquartered in Lake Forest, Calif., it has manufacturing
operations in Albuquerque, New Mexico, Juana Diaz, Puerto Rico,
Norfolk, Virginia, Rochester, New York, Adelaide, Australia,
Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid,
Spain and Toronto.

CooperSurgical -- http://www.coopersurgical.com/-- manufactures
and markets diagnostic products, surgical instruments and
accessories to the women's healthcare market. With headquarters
and manufacturing facilities in Trumbull, Conn., it also
manufactures in Pasadena, Calif., North Normandy, Illinois, Fort
Atkinson, Wisconsin, Montreal and Berlin.

Proclear(R) and Biomedics(R) are registered trademarks and
Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper
Companies, Inc., and its subsidiaries or affiliates.


DORAL FINANCIAL: Posts US$170.9 Mln Net Loss in 2007 Fiscal Year
----------------------------------------------------------------
Doral Financial Corporation has posted a net loss of
US$170.9 million for the year ended Dec. 31, 2007, compared to a
net loss of US$223.9 million in 2006.  For the three months
ended Dec. 31, 2007, the company incurred a net loss of
US$34.0 million compared to a net loss of US$161.4 million for
the same period in 2006.

“The year 2007 was one of difficult decisions in order to make
substantial progress in restructuring the Company. It also
reflects significant costs incurred related to the settlement of
numerous legacy issues, disposal of assets and increased loan
loss reserves. Doral also achieved significant milestones: we
recapitalized the company; paid our bondholders; settled the
shareholders lawsuit; strengthened our balance sheet; expanded
our platform of products; and increased production.”

“We started to implement the business strategies to transform
Doral from a mono-line mortgage company into a community bank,
allowing us to move forward as we execute on our fundamentals to
return to profitability. We’ve clearly made significant
progress, but we have more work to do. As we stand today with a
solid capital position, we will continue to focus on our top
priority of creating a culture of compliance while growing the
franchise,” said Glen R. Wakeman, President and CEO of Doral
Financial Corporation.

As part of its strategic restructuring plan, Doral Financial
achieved the following milestones in 2007:

   * Successfully raised US$610 million in a recapitalization
     that resulted in an extremely strong capital position with
     sufficient liquidity.  Doral Financial’s leverage capital
     ratio is well above “well capitalized” at 10.8% as of
     Dec. 31, 2007.

   * Paid in full the US$625 million floating rate senior notes
     that matured on July 20, 2007.

   * Settled the restatement-related consolidated class action
     and derivative shareholder litigation and related
     transaction expenses on August 2007.

   * Reduced interest rate risk through the sale of about
     US$1.9 billion in available-for-sale securities in the
     third quarter and positioned itself to better manage
     interest rate risk by approving the transfer of
     US$1.8 billion in investment securities from the held to
     maturity portfolio to the available for sale portfolio in
     the fourth quarter.  The company sold US$0.5 billion in
     long-dated Treasuries after the transfer to reduce interest
     rate risk.

   * Completed the appointment of a new experienced management
     team and the installation of a new Board of Directors to
     lead the institution and oversee its corporate governance.

After the payment of preferred stock dividends, there was a net
loss attributable to common shareholders of US$204.2 million for
the year ended Dec. 31, 2007, compared to a net loss
attributable to common shareholders of US$257.2 million for the
year ended Dec. 31, 2006.

                          Capital Ratios

The company’s banking subsidiaries continue to be well
capitalized for bank regulatory purposes as of Dec. 31, 2007.  
On Feb. 15, 2008, the company’s Board of Directors approved an
US$80 million capital contribution to Doral Bank PR to ensure
that Doral Bank PR has more than adequate financial strength
given the current economic environment in Puerto Rico.

                   Annual Shareholders Meeting

The company also reported that the annual meeting of
shareholders has been rescheduled for May 7, 2008, instead of
April 16, 2008, as had been previously announced.  The record
date for shareholders who are entitled to notice of and to vote
at the annual meeting will remain March 10, 2008.

Based in New York City, Doral Financial Corp. (NYSE: DRL)
-- http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank; Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm; Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 28, 2007, Standard & Poor's Ratings Services said that its
'B' long-term counterparty credit rating on Doral Financial
Corp. remains on CreditWatch Positive, where it was placed
July 20, 2007.


SPANISH BROADCASTING: S&P Says Strategic Review Won't Affect Rtg
----------------------------------------------------------------
Standard & Poor's Rating Services said that the recent letter
received by Spanish Broadcasting System Inc. (SBS; B-/Stable/--)
from a minority equity holder, Discovery Group I LLC, asking the
board to retain an investment bank to review strategic
alternatives, has no immediate effect on ratings.  The Discovery
Group, which in aggregate owns 9.8% of Class A common shares,
has proposed several alternatives that include a going-private
transaction, a sale to a strategic buyer, and the removal of the
company's dual-class share structure.  Under the current equity
structure, Class A common stock is entitled to one vote per
share, while Class B common stock holds 10 votes per share.
Given the share structure, S&P believes the company's
Chairperson and Chief Executive Officer, Raul Alarcon, Jr., who
controls 80% of voting rights, has historically taken an
independent stance.  In addition, concerns about corporate
governance at Spanish Broadcasting System Inc. are fully
incorporated into the current rating level.  Maintenance of the
rating depends on the company preserving its liquidity, which
includes US$61 million of cash as of Dec. 31, 2007, and full
access to its US$25 million revolving credit facility.  S&P will
continue to monitor developments surrounding the shareholder
proposal.  If external pressures cause the company to make
significant changes affecting its liquidity position or harming
its financial policy, the rating or outlook could be adversely
affected.

Spanish Broadcasting System Inc. (NasdaqGM: SBSA)--
http://www.spanishbroadcasting.com/--  operates as a media and   
entertainment company in the United States.  The company owns
and operates 20 radio stations and 2 television stations.  Its
television stations operate under the MEGA TV brand, serving the
south Florida market.  The company also operates LaMusica.com,
Mega.tv, and a radio station web sites, which are bilingual Web
sites that provide content related to Latin music,
entertainment, news, and culture.  In addition, it produces live
concerts and events throughout the United States and Puerto
Rico.


W HOLDING: Discloses Nasdaq Preferred Stock Delisting Update
------------------------------------------------------------
W Holding Company, Inc. said that it received an Additional
Staff Determination letter from The Nasdaq Stock Market
indicating that the company's failure to file its Annual Report
on Form 10-K for the year ended Dec. 31, 2007, in a timely
fashion, as required under Marketplace Rule 4310(c)(14), serves
as an additional basis for delisting the company's Series B, C,
D, E, F, G and H preferred securities.  The shares continue to
be listed for trading on The Nasdaq Stock Market as explained
below.

The company previously announced that it had received
determination letters from the Nasdaq Listing Qualifications
Panel relating to its failure to file its Quarterly Reports on
Form 10-Q for the quarters ended June 30, 2007, and
Sept. 30, 2007.  The company also previously announced that on
Feb. 8, 2008, it has received notice from The Nasdaq Stock
Market that the Nasdaq Listing and Hearing Review Council
determined to review the Nasdaq Listing Qualifications Panel's
decision to suspend the Company's preferred securities from
trading on The Nasdaq Stock Market.  The company's preferred
securities will continue to be listed for trading on The Nasdaq
Stock Market pending any further action of the Nasdaq Listing
and Hearing Review Council.

                  About W Holding Company, Inc.

W Holding Company, Inc. (NYSE: WHI) -- http://www.wholding.com.
-- is the financial holding company for Westernbank Puerto Rico,
the second-largest commercial bank in Puerto Rico, based on
total assets, operating through 56 full-fledged branches,
including 20 Expresso of Westernbank branches), including 33 in
the southwestern region of Puerto Rico, 7 in the northeastern
region, 14 in the San Juan Metropolitan area and 2 in the
eastern region of Puerto Rico, and a fully functional banking
site on the Internet.  W Holding also owns Westernbank Insurance
Corp., a general insurance agent placing property, casualty,
life and disability insurance, whose results of operations and
financial condition are reported on a consolidated basis.

                         *      *      *

As reported in the Troubled Company Reporter-Latin America on
April 11, 2006, W Holding Company, Inc. received on April 5,
2006, a notice from The Nasdaq Stock Market indicating that the
company's Series B, C, D, E, F, G and H preferred securities are
subject to potential delisting from The Nasdaq Stock Market as a
result of company's inability to file its Annual Report on Form
10-K for the fiscal year ended December 31, 2005, on time, as
required under Marketplace Rule 4310(c)(14).



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

CHRYSLER LLC: Agrees to Extend Supply Agreement to April 2
----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
reached a new interim supply agreement with Chrysler LLC.

Pursuant to the deal, the Debtors will continue making parts for
Chrysler at least through April 2, 2008, as their prior
agreement ended March 17, according to The Associated Press and
Erie Times.

Pursuant to the initial interim agreement between the parties:
  
    -- Plastech will continue to deliver component parts to
       Chrysler;

    -- Chrysler is obligated to make certain payments to
       Plastech in conjunction with the continued production of
       component parts; and

    -- The Debtors are to allow BBK, as agents for Chrysler, to
       have supervised access to Plastech facilities for the
       purpose of inspecting and conducting an inventory of all
       tooling used for Chrysler production.

Chrysler has appealed before the U.S. District Court for the
Eastern District of Michigan, Southern Division a prior ruling
by the Bankruptcy Court barring it from recovering certain
equipment from Plastech's plants.  Bankruptcy Court Judge
Phillip Shefferly had held that while Chrysler held equity in
the US$180,400,000 worth of machinery that Plastech uses in its
plants, the Debtor would need the machinery in order to continue
its operations.

The Plastech-Chrysler agreement comes as Plastech has sought
another extension, to April 2, on the final hearing to consider
approval of a final debtor-in-possession loan.

Plastech has announced that it is negotiating the terms of a DIP
loan from its major customers, under which the major customers
will provide funding to Plastech until June 30 and assume
Plastech's debts to Bank of America for the interim DIP
financing and the prepetition loans it has provided to Plastech.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.  Plastech maintains more than 35 manufacturing
facilities in the midwestern and southern United States.  The
company's products are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC and removed it from CreditWatch
with positive implications, where it was placed Sept. 26, 2007.  
S&P said the outlook is negative.


HARVEST NATURAL: Reports Operational Status of Venezuelan Unit
--------------------------------------------------------------
Harvest Natural Resources, Inc. reported an update of the
operational activities of its Venezuelan affiliate, Petrodelta,
S.A. and the status of its pending transactions involving its
exploration Production Sharing Contracts in Indonesia and Gabon.

                    Production and Reserves

Petrodelta delivered 1.2 million barrels of oil, or 13,100
barrels of oil per day, and 3.3 billion cubic feet (Bcf)
of natural gas to PDVSA Petroleo, S.A. during the fourth quarter
2007.  The average price received for oil deliveries was
US$74.91, which was approximately 83% of the average price for
West Texas Intermediate and approximates world market prices for
the quality of oil produced by Petrodelta.  The natural gas
price is contractually fixed at US$1.54 per thousand cubic feet
(Mcf).

During the twenty-one months beginning April 1, 2006, the
economic effective date for Petrodelta, and ended Dec. 31, 2007,
Petrodelta produced and sold 10.6 million barrels of oil and 25
Bcf of natural gas to PDVSA Petroleo SA.  The average oil price
was US$54.85 per barrel, or 78% of the average price for West
Texas Intermediate during that period.

Harvest engaged Ryder Scott Company, L.P., an independent
engineering firm, to prepare an estimate of proved, probable and
possible reserves and an estimate of the future net cash flows
associated with those reserves as of Dec. 31, 2007.  Ryder Scott
used an oil price of US$75.86 per barrel, which was
approximately 83% of the average December 2007 West Texas
Intermediate price, to estimate the value of Harvest's 32%
interest in Petrodelta.  Natural gas prices were US$1.54 per Mcf
as fixed in the hydrocarbon sales contract.  Based on Ryder
Scott's evaluation, Harvest's share of Petrodelta's reserves,
net of royalty, and after-tax cash flows discounted at 10% are
listed below.

                                                After - tax cash
              Oil      Natural Gas    Total     flows discounted
            (MMBbls)      (Bcf)      (MMBoe)      at 10% (US$MM)
  --------------------------------------------------------------
  Proved      37.8        34.5        43.6            US$523
  Probable    26.6        25.8        30.9            US$267
  Possible    68.0        28.8        72.8            US$693

    
Harvest Natural President and Chief Executive Officer, James A.
Edmiston, said, "Based on the Ryder Scott report, our 32% share
of Petrodelta's proved and probable reserves, net of royalty,
were 74.5 million barrels of oil equivalent with cumulative pre-
tax and after-tax cash flows, discounted at 10%, of US$1.7
billion and US$790 million respectively.  The six fields
operated by Petrodelta have almost six billion barrels of oil in
place providing Petrodelta with the scale to significantly
increase production, cash flow and reserves over the next
several years.  The three South Monagas Unit fields we began to
develop and operate in 1992 have 1.1 billion barrels of oil in
place.  Estimated ultimate oil recovery from the South Monagas
Unit fields, including cumulative production plus the remaining
proved reserves, is 27% of the oil in place.  Cumulative
production plus Ryder Scott's estimate of proved, probable
and possible reserves imply an estimated average 13% ultimate
oil recovery of the 4.9 billion barrels of oil in place for the
newly awarded fields providing Petrodelta with the opportunity
to further increase the value of Petrodelta's asset base."

                  Petrodelta Drilling Update

Petrodelta has one drilling rig under contract and the rig is
expected to spud its first well in the Uracoa field in the
coming weeks.  In addition, the bidding and selection process
for a second drilling rig is underway and the rig is expected to
be under contract and spud its first well later this year.  The
two rigs will restart the Uracoa field drilling program that was
suspended in January 2005.  During the last six months of 2004,
Harvest increased Uracoa's oil production by over 10,000 barrels
of oil per day using two drilling rigs to drill 17 wells, but
there are no assurances Petrodelta will achieve similar results
under the current drilling program.

Mr. Edmiston said, "The Petrodelta shareholders jointly prepared
a business plan to maximize the long-term value of its assets
and cash flow.  One of the objectives of this plan is to build
production with an early focus on the rapid development of the
reserve base.  While the start of the drilling program has been
delayed by transitional issues, the delay should have little
effect given the long-term nature of the development."

   Budong-Budong, Indonesia Production Sharing Contract (PSC)

Harvest has agreed to acquire a 47% interest in the 1.4 million
acre Budong-Budong exploration production sharing contract
(Budong) in Indonesia.  Under the terms of the acquisition
agreement, Harvest will fund 100% of the first US$17.2 million
of seismic and drilling costs to earn its 47% interest.  The
acquisition is expected to close in the first half of 2008.  The
Budong PSC, located onshore West Sulawesi, will provide Harvest
with exposure to significant resource potential in a basin with
a demonstrated active petroleum system.  Exploration in the West
Sulawesi Foldbelt is immature due to previously difficult jungle
terrain, which is now more readily accessible.  Recent seismic
surveys over the offshore portion of the West Sulawesi Foldbelt
have greatly improved the understanding of the geology and
enhanced the prospectivity of the offshore West Sulawesi
Foldbelt and, by analogy, the sparsely explored onshore area.

The partners are acquiring 2-D seismic data on a portion of the
Budong PSC and expect to complete the acquisition, processing
and interpretation of the seismic data later this year.  Upon
completion of the seismic, the Budong PSC partners expect to
drill one well in the Karama sub-basin and one well in the
Lariang sub-basin.

Mr. Edmiston said, "Budong provides us with exposure to
significant potential resources in a proven petroleum system
for a cost of approximately US$0.45 per diluted share.  We have
identified leads in both the Karama and Lariang sub-basins with
prospective resources in the range of 50 to 100 million barrels
each should they mature into drillable prospects."

       Dussafu Marin, Gabon Production Sharing Contract

Harvest will enter Gabon through the acquisition of a 50%
operated interest in the Dussafu Marin exploration production
sharing contract (Dussafu).  The acquisition is expected to
close in the first half of 2008.  Located offshore Gabon, the
Dussafu PSC contains 680,000 acres with water depths ranging to
1,000 feet.  The Dussafu PSC has two small oil discoveries and a
natural gas discovery.

The Dussafu PSC participants and the Gabon Oil Ministry recently
agreed to enter into the three-year second exploration phase of
the Production Sharing Contract with an effective date of
May 28, 2007.  The second exploration phase work commitment
includes the acquisition and processing of 500 kilometers of 2-D
seismic, geology and geophysical interpretation, engineering
studies and the drilling of a conditional well.  Leads in the
near shore, underexplored syn-rift play, which is commercial in
immediately adjacent fields, have been identified and are
expected to be the focus of the planned 2008 and 2009 work
programs.

Mr. Edmiston continued, "With an exploration strategy and work
program focused on exploiting the potential within the
underexplored syn-rift play in conjunction with further
evaluation of the Gamba play, the Dussafu PSC participants
anticipate drilling prospects can be generated to test these
play concepts in late 2009.  Based on the results of the seismic
program, we hope to develop drillable prospects for 2009 and
beyond.  The acquisition and seismic study costs are
approximately US$0.17 per diluted share."

                About Harvest Natural Resources

Harvest Natural Resources, Inc. (NYSE: HNR) --
http://www.harvestnr.com/--  is an independent energy company  
engaged in the acquisition, exploration, development, production
and disposition of oil and natural gas properties. The Company
has acquired and developed significant interests in the
Venezuela, Russia and has also undeveloped acreage offshore of
China.  The company’s only producing assets are in Venezuela.
Its subsidiary, Harvest Vinccler S.C.A. has been providing
operating services to Petroleos de Venezuela SA (PDVSA).

                        *     *     *

As reported in December 2007, Harvest Natural Resources said in
a statement that it incurred a US$6.5 million loss in the first
quarter 2007, and a net loss of $62.5 million as of
Dec. 31, 2006.


Moody's Investors Service Upgraded the company's senior implied
rating to Caa1 from Caa2 in September 2004.  The rating still
hold to date.


NORTHWEST AIRLINES: Staff Not Protected by AMFA, Teamsters Says
---------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA
also misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  
The number of mechanics and related at Continental increased to
3,605 last year from 3,050 in 1998, when the Teamsters became
the mechanics' representative.  Continental's furlough list has
been exhausted and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by
AMFA.  United has cut more maintenance workers than any other
U.S. airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that
AMFA has to resort to lies to hang on to the members it has
left," said Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period
ends March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent
company of Horizon Air Industries Inc. and Alaska Air Group
Leasing.  Alaska Airlines and Horizon Air together serve 92
cities through an expansive network in Alaska, the Lower 48,
Hawaii, Canada and Mexico.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, Europe and
Asia, serving 144 domestic and 139 international destinations.  
More than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  The Court
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  
The company emerged from bankruptcy protection on Feb. 1, 2006.  
(United Airlines Bankruptcy News, Issue No. 154; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007, the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Bankruptcy News, Issue No.
88; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PETROLEOS DE VENEZUELA: Migrates Sincor Project Senior Debt
-----------------------------------------------------------
Petroleos de Venezuela S.A. had achieved a successful migration
of the senior debt of the Sincor project to the new empresa
mixta (mixed company), Petrocedeno, S.A., created to carry on
the project in accordance with the applicable legislation
governing the Venezuelan petroleum industry.  

Corporacion Venezolana del Petroleo, S.A. (CVP), a subsidiary of
PDVSA, holds a 60% interest in Petrocedeno, which assumed the
senior debt obligations while PDVSA guaranteed 60% of the bank
debt.  Total (France) and Statoil (Norway) are the foreign
shareholders in Petrocedeno, holding 30.33% and 9.67% interests,
repectively.

Prior to the migration of the project debt, the senior debt
consisted of bank loans in the aggregate amount of
US$620 million and loans from affiliates of the project
sponsors, PDVSA, Total and Statoil, in the aggregate amount of
US$1,338 million, adding up to a total of US$1,958 million.  
Following the prepayments made in connection with the migration,
the total outstanding debt is US$1,419 million.

The negotiations were conducted with JPMorgan Chase, the
administrative agent, and a steering committee of major
international banks, including BNP Paribas, Calyon, Royal Bank
of Scotland, Societe Generale and WestLB.  Other participating
banks were Banco Bilbao Vizcaya Argentaria, S.A., Banco
Provincial, S.A. Banco Universal, Santander Investment Bank
Ltd., Barclays Bank Plc, Bayerische Hypo-und Vereinsbank AG,
Bayerische Landesbank, IXIS Corporate & Investment Bank, Banque
Federale des Banques Populaires, Natixis, Credit Industriel et
Commercial, DekaBank Deutsche Girozentrale, Deutsche Bank AG
London Branch, Dexia Bank Belgium S.A., Lispenard Street Credit
(Master) Ltd., DnB NOR Bank ASA, Export Development Canada,
Industrial & Commercial Bank of China, ING Belgium S.A.,
Succursale en France, ING Bank N.V., LRP Landesbank Rheinland-
Pfalz, Mizuho Corporate Bank (USA), Nordea Bank Finland Plc,
Standard Chartered Bank and Sumitomo Mitsui Banking Corporation.

With the migration of the Petrocedeno debt, the confidence and
support of the financial community to PDVSA and the migration
process of the extinct association agreements of the Faja of the
Orinoco to the new empresa mixta, under the Full Oil
Sovereignity policy carried by the Government of the Bolivarian
Republic of Venezuela is consolidated.

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.

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                              *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long-term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook is negative.



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

* Large Companies with Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                   Shareholders    Total
                                      Equity      Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------                ------    ------------   -------
Arthur Lange             ARLA3       (23.61)        52.76
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (472.88)       413.81
Caf Brasilia             CAFE3      (876.27)        42.83
Chiarelli SA             CCHI3       (63.93)        50.64
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (793.61)       439.83
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (63.56)        94.60
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (114.40)        17.96
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.16)       535.01
Minupar                  MNPR3       (39.46)       154.47
Nova America SA          NOVA3      (300.97)        41.80
Recrusul                 RCSL3       (59.33)        25.19
Telebras-CM RCPT         RCTB30     (163.58)       229.94
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (75.19)        47.05
Semp Toshiba SA          SEMP3        (4.68)       153.68
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (67.08)       201.64
Teka                     TEKA3      (331.28)       536.33
Telebras SA              TELB3      (163.58)       229.94
Telebras-CM RCPT         TELE31     (163.58)       229.94
Telebras SA              TLBRON     (163.58)       229.94
TECTOY                   TOYB3        (3.79)        38.65
TEC TOY SA-PREF          TOYB5        (3.79)        38.65
TEC TOY SA-PF B          TOYB6        (3.79)        38.65
TECTOY SA                TOYBON       (3.79)        38.65
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37


                            ***********


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.  Marie Therese V. Profetana, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

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

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

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

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


           * * * End of Transmission * * *