TCRLA_Public/070629.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Friday, June 29, 2007, Vol. 8, Issue 128

                          Headlines

A R G E N T I N A

BANCO PATAGONIA: Will Launch Initial Public Offering
DAIMLERCHRYSLER: CEO Upbeat on Future Following Chrysler Sale
FRUTICOLA BL: Proofs of Claim Deadline Is Sept. 21
JORGE SEQUENZA: Proofs of Claim Verification Ends on Sept. 13
LIGA ARGENTINA: Concludes Reorganization Proceeding

PANIFICACION EL MUNDO: Claims Verification Deadline Is July 27
PINNACLE ENTERTAINMENT: Bear Stearns Maintains Outperform Rating
PROLIMEC SRL: Proofs of Claim Verification Ends on Sept. 4
RED HAT: Reports US$16.2 Million Net Income in Qtr. Ended May 31
REGION NORTE: Proofs of Claim Verification Is Until Sept. 17

TELECOM ARGENTINA: Launches New Broadband Service

B A R B A D O S

ANDREW CORP: S&P Pares Corporate Credit Rating to BB- from BB

B E R M U D A

BELL ATLANTIC: Final General Meeting Is Set for July 10
FIRST SHIP: Sets Final General Meeting for July 2
SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing
SEA CONTAINERS: Trustee Drops Mariner, Dune & Trilogy from Panel

B R A Z I L

ABN AMRO REAL: HSBC May Buy Firm, Reports Say
BANCO NACIONAL: BNDSPAR Issues BRL1 Billion in Simple Debentures
BUCKEYE TECH: Promotes Steven Dean as Senior Vice Pres. & CFO
COMMSCOPE INC: Inks US$2.6 Bil. Purchase Deal with Andrew Corp.
COMMSCOPE INC: Andrew Corp. Deal Cues S&P to Lower Rating to BB-

NAVISTAR INT'L: DA Davidson Maintains Underperform Rating
PETROLEO BRASILEIRO: Workers Will Protest Over Salaries
REALOGY CORP: Change of Control Offer for Notes Ends on July 3

C A Y M A N   I S L A N D S

DARIUS INVESTMENTS: Sets Last Shareholders Meeting for July 25
DYNAP FUND: Sets Last Shareholders Meeting for July 25
ENRON INTERNATIONAL: Proofs of Claim Must be Filed by July 26
HILLARY LTD: Sets Last Shareholders Meeting for July 25
KAIROS FUND: Proofs of Claim Must be Filed by July 26

LAZARD DIVERSIFIED: Sets Last Shareholders Meeting for July 25
SUNCREEK INVESTMENTS: Proofs of Claim Must be Filed by July 25
SUNCREEK INVESTMENTS: Sets Last Shareholders Meeting for July 25
TRIDENT GLOBAL: Proofs of Claim Must be Filed by July 26
VF CAYMANS I: Proofs of Claim Must be Filed by July 26

VF CAYMANS II: Proofs of Claim Must be Filed by July 26
YVES LTD: Proofs of Claim Must be Filed by July 25
YVES LTD: Sets Last Shareholders Meeting for July 25
ZANETTI LIMITED: Proofs of Claim Must be Filed by July 25
ZANETTI LTD: Sets Last Shareholders Meeting for July 25

C H I L E

FRESENIUS MEDICAL: Prices US$500 Mil. of 6-7/8% Notes Offering

C O L O M B I A

* COLOMBIA: Government Calls Off Privatization of State Firms

D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Hipolita Mejia Not Involved in Fraud

E C U A D O R

DOLE FOOD: Supports Andean Trade Act Extension
DOLE FOOD: Inks Licensing Deal with Starz Media & Vanguard

G U A T E M A L A

DIGICEL LTD: Will Launch Services in Guatemala

H A I T I

DIGICEL LTD: Expands Operations in Haiti

M E X I C O

BALLY TOTAL: Begins Chapter 11 Plan Solicitation Process
CKE RESTAURANTS: First Quarter Net Income Down to US$15.4 Mil.
CKE RESTAURANTS: Reports Positive Period Five Same-Store Sales
EMPRESAS ICA: Consortium Gets 30-Year Concession for Highway
GLOBAL POWER: Equity Panel Wants Noteholder Claims Determined

GRUPO IMSA: Gets US$1.73-Billion Acquisition Offer from Ternium
HANESBRANDS INC: Will Cut 5,300 Jobs & Close Nine Operations

P E R U

* PERU: Gets US$200-Mil. Loan from IDB for Water Resources Mgmt.

P U E R T O   R I C O

ADVANCED CARDIOLOGY: Wants Miguel Carbuccia as Expert Witness
CENTENNIAL COMMS: Fitch Affirms Junk Rating on Senior Notes
NEWCOMM WIRELESS: Wants Until Oct. 31 to Remove Civil Actions
NEWCOMM WIRELESS: Wants to Reject Lucent Tech Support Agreement

T R I N I D A D  A N D  T O B A G O

HILTON: Hires Simon Suarez as Chief Development Representative

U R U G U A Y

* URUGUAY: State Company to Ink Renewable Contracts with 5 Firms

V E N E Z U E L A

BANCO PROVINCIAL: Fitch Affirms B+ Long-Term Default Rating
CITGO PETROLEUM: Guilty of Environmental Crimes
HAMACA HOLDING: Moody's Lowers Ratings to B2 from B1
PETROLEOS DE VENEZUELA: Compensating PetroCanada for La Ceiba
PETROZUATA FINANCE: Moody's Lower Ratings Due to Nationalization

SINCOR: Nationalization Cues Moody's to Lower Ratings


                            - - - - -


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


BANCO PATAGONIA: Will Launch Initial Public Offering
----------------------------------------------------
Argentina's Banco Patagonia will conduct an initial public
offering in the next two to three weeks, sources familiar with
the matter told news daily Ambito Financiero.

Business News Americas relates that Banco Patagonia said in May
2007 that it would sell up to a 30.1% stake in an initial public
offering to be launched in Argentina, Brazil and the United
States some time in 2007.

According to BNamericas, the transaction will chiefly include
the offer of some 75 million new shares as well as the sale of
about 125 million existing shares owned by current shareholders.  
The offering would bring in some ARS675 million.

JPMorgan will handle the placement, BNamericas states.

Banco Patagonia specializes in public offerings of
securitizations.  It became Argentina's fifth largest locally
owned private bank through its purchase of Lloyds TSB Argentina
in late 2004.  The bank operates through 139 branches and has
202 ATM machines.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded Banco Patagonia
SA's local currency deposit rating is upgraded to Ba1 from Ba3.
Moody's confirmed that it raised its bank financial strength
rating on Banco Patagonia to D from E+, in connection with the
rating agency's implementation of its refined joint default
analysis and updated BFSR methodologies for banks in Argentina.
Its foreign currency deposit rating was affirmed at Caa1, with
positive outlook.  The company's long-term Argentine national
scale rating for local currency deposits is raised to Aa1.ar
from Aa2.ar. and its long term foreign currency deposit rating
in national scale was affirmed at Ba1.ar.  The foreign currency
subordinated debt rating was upgraded to B2 from Caa1.  The
outlook on the debt rating was positive.  The national scale
rating for foreign currency subordinated debt was raised to
Aa3.ar from Ba1.ar.


DAIMLERCHRYSLER: CEO Upbeat on Future Following Chrysler Sale
-------------------------------------------------------------
DaimlerChrysler AG CEO Dieter Zetsche told German daily Der
Tagesspiegel he is confident in the company's future following
the sale of its U.S. unit Chrysler Group to Cerberus Capital
Management LP, Reuters reports.

The CEO pointed out that the sale has lowered the risk of a
financial investor taking over Daimler, Reuters notes.

"The risk of others influencing the company... is today clearly
lower," Mr. Zetsche said in the interview with Der Tagesspiegel.  
"A year ago the company was worth less than EUR35 billion
(US$47.09 billion), today it's about EUR70 billion," he added.

The company would do more to reduce carbon dioxide (CO2)
emissions.  "We still want to accelerate progress," he said.  In
March, BMW and DaimlerChrysler agreed to co-develop hybrid
transmission systems for rear-wheel-drive premium cars, Reuters
relates.  But "at the moment there were no plans" for further
cooperation between the two car makers, Mercedes' head of sales
and marketing, Klaus Maier, told Handelsblatt.

                    About DaimlerChrysler

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

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

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

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

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


FRUTICOLA BL: Proofs of Claim Deadline Is Sept. 21
--------------------------------------------------
Estudio Guaita, Suez y Asociados, the court-appointed trustee
for Fruticola BL SA's bankruptcy proceeding, verifies creditors'
proofs of claim until Sept. 21, 2007.

Estudio Guaita will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 1 in Buenos Aires, with assistance of Clerk No. 2,
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 Fruticola 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 Fruticola's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission dates.

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

The debtor can be reached at:

        Fruticola BL SA
        Reconquista 522
        Buenos Aires, Argentina

The trustee can be reached at:

        Estudio Guaita, Suez y Asociados
        Carlos Calvo 839
        Buenos Aires, Argentina


JORGE SEQUENZA: Proofs of Claim Verification Ends on Sept. 13
-------------------------------------------------------------
Estudio Spagnuolo y Asociados, the court-appointed trustee for
Jorge Sequenza SA's bankruptcy proceeding, verifies creditors'
proofs of claim until Sept. 13, 2007.

Estudio Spagnuolo will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with assistance of Clerk No. 3,
will determine if the verified claims are admissible, taking
into account the trustee's opinion, and the objections and
challenges that will be raised by Jorge Sequenza 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 Jorge Sequenza's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission dates.

Estudio Spagnuolo is also in charge of administering Jorge
Sequenza's assets under court supervision and will take part in
their disposal to the extent established by law.

The debtor can be reached at:

        Jorge Sequenza SA
        Rosario 254
        Buenos Aires, Argentina

The trustee can be reached at:

        Estudio Spagnuolo y Asociados
        Tucuman 1452
        Buenos Aires, Argentina


LIGA ARGENTINA: Concludes Reorganization Proceeding
---------------------------------------------------
Liga Argentina Contra La Tuberculosis Asociacion Civil's
reorganization proceeding has ended.  Data published by Infobae
on its Web site indicated that the process was concluded after a
court in Buenos Aires approved the debt agreement signed between
the company and its creditors.


PANIFICACION EL MUNDO: Claims Verification Deadline Is July 27
--------------------------------------------------------------
The court-appointed trustee for Panificacion El Mundo S.R.L.'s
bankruptcy proceeding verifies creditors' proofs of claim until
July 27, 2007.

Infobae didn't reveal the trustee's name.

The trustee will present the validated claims in court as
individual reports on Sept. 11, 2007.  The National Commercial
Court of First Instance in San Miguel de Tucuman 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 Panificacion El Mundo 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 Panificacion El
Mundo's accounting and banking records will be submitted in
court.

Infobae didn't state the general report submission date.

The trustee is also in charge of administering Panificacion El
Mundo's assets under court supervision and will take part in
their disposal to the extent established by law.

The debtor can be reached at:

        Panificacion El Mundo S.R.L.
        San Miguel de Tucuman
        Tucuman, Argentina


PINNACLE ENTERTAINMENT: Bear Stearns Maintains Outperform Rating
----------------------------------------------------------------
Bear Stearns analyst Joseph Greff has kept his "outperform"
rating on Pinnacle Entertainment's shares, Newratings.com
reports.

According to Newratings.com, the target price for Pinnacle
Entertainment's shares was set at US$41.

Mr. Greff said in a research note that investor concerns over
Pinnacle Entertainment's weak operating performance in the near
term and significant capex increases associated with the
development pipeline are overdone.

Mr. Greff told Newratings.com that Pinnacle Entertainment has
strong development pipeline, which would result in EBITDA
expansion to US$656 million in 2011 from US$181 million in 2007.

Earnings per share estimate for the second quarter 2007 was
increased to US$0.19 from US$0.17.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates   
casinos in Nevada, Louisiana, Indiana and Argentina, owns a
hotel in Missouri, receives lease income from two card club
casinos in The Los Angeles metropolitan area, has been licensed
to operate a small casino in the Bahamas, and owns a casino site
and has significant insurance claims related to a hurricane-
damaged casino previously operated in Biloxi, Mississippi.  
Pinnacle opened a major casino resort in Lake Charles, Louisiana
in May 2005 and a new replacement casino in Neuquen, Argentina
in July 2005.

                        *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Pinnacle Entertainment Inc.'s proposed US$350 million senior
subordinated notes due 2015.

On June 1, 2007, the Troubled Company Reporter related that
Fitch Ratings assigned a rating of 'B-/(Recovery Rating) RR5' to
the company's US$350 million senior subordinated notes due 2015.  
The company's credit ratings were: (i) Issuer Default Rating of
'B'; (ii) Bank facility at 'BB/RR1'; (iii) Senior Subordinated
notes at 'B-/RR5'.  Fitch said the rating outlook is stable.


PROLIMEC SRL: Proofs of Claim Verification Ends on Sept. 4
----------------------------------------------------------
Nora Pszemiarower, the court-appointed trustee for Prolimec
SRL's bankruptcy proceeding, verifies creditors' proofs of claim
until Sept. 4, 2007.

Ms. Pszemiarower will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 14 in Buenos Aires, with assistance of Clerk
No. 28, 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 Prolimec 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 Prolimec's accounting
and banking records will be submitted in court.

Infobae didn't state the reports submission dates.

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

The debtor can be reached at:

        Prolimec SRL
        Estados Unidos 1282
        Buenos Aires, Argentina

The trustee can be reached at:

        Nora Pszemiarower
        Avenida Corrientes 1257
        Buenos Aires, Argentina


RED HAT: Reports US$16.2 Million Net Income in Qtr. Ended May 31
----------------------------------------------------------------
Red Hat, Inc. reported its financial results for its fiscal
quarter ended May 31, 2007.  Red Hat's current fiscal year will
end Feb. 29, 2008.

Total revenue for the quarter was US$118.9 million, an increase
of 42% from the year ago quarter and 7% from the prior quarter.  
Subscription revenue was US$103.0 million, up 44% year-over-year
and 7% sequentially.

Net income for the quarter was US$16.2 million, or US$0.08 per
diluted share, compared with US$13.8 million, or US$0.07 per
diluted share, in the year ago quarter.  Non-GAAP adjusted net
income for the quarter was US$33.7 million, or US$0.16 per
diluted share, after adjusting for stock compensation and tax
expense as detailed in the tables below.  This compares to non-
GAAP adjusted net income of US$28.0 million, or US$0.14 per
diluted share, in the year ago period.

Non-GAAP operating cash flow, totaled US$52.3 million for the
quarter.  Total cash, cash equivalents, and investments as of
May 31, 2007, were US$1.2 billion.  At quarter end, Red Hat's
total deferred revenue balance was US$363.1 million, an increase
of 43% year-over-year and 7% sequentially.

Other highlights of the quarter included the following:

   -- Red Hat held its third annual Summit for customers,
      partners and the community.

   -- Red Hat launched version 5 of its flagship Red Hat
      Enterprise Linux operating system.

   -- Red Hat debuted its Service Oriented Architecture
      strategy, including the addition of data management
      solutions and establishing developer class and enterprise
      class editions of the JBoss solution set.

"We started the quarter in high gear with the release of Red Hat
Enterprise Linux 5 and followed with important launches for
JBoss and our middleware strategy," stated Charlie Peters, Red
Hat's Executive Vice President and Chief Financial Officer.  "We
are pleased with our solid earnings performance as we executed
on initiatives to continually garner market share and mind share
in a rapidly growing market.  Our investments in sales,
marketing and R&D during the quarter set a solid foundation for
the balance of the year."

Headquartered in Raleigh, North Carolina Red Hat, Inc. --
http://www.redhat.com/-- is an open source and Linux provider.    
Red Hat provides operating system software along with
middleware, applications and management solutions.  Red Hat also
offers support, training, and consulting services to its
customers worldwide and through top-tier partnerships.

The company has offices in Singapore, Germany, and Argentina,
among others.

                        *     *     *

As reported on Nov. 3, 2006, Standard & Poor's Ratings Services
revised its outlook on Raleigh, North Carolina-based operating
systems provider Red Hat Inc. to stable from positive, and
affirmed its 'B+' corporate credit rating.


REGION NORTE: Proofs of Claim Verification Is Until Sept. 17
------------------------------------------------------------
Cecilia Beatriz Montelvetti, the court-appointed trustee for
Region Norte QLP S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Sept. 17, 2007.

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

Infobae didn't state the reports submission dates.

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

The trustee can be reached at:

        Cecilia Beatriz Montelvetti
        Gral. Urquiza 2134
        Buenos Aires, Argentina


TELECOM ARGENTINA: Launches New Broadband Service
-------------------------------------------------
Telecom Argentina said in a statement that it has launched Arnet
Libre, a broadband service that doesn't require the customer to
sign a contract to pay a monthly fee.

According to Telecom Argentina's statement, subscribers will pay
for the airtime they use.

Business News Americas relates that Arnet Libre was launched
through Telecom Argentina's Internet service provider division
Arnet.  It has a download speed of 640 kilobit per second and
includes these services:

          -- e-mail account,
          -- antivirus, and
          -- antispam.

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

                        *     *     *

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




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


ANDREW CORP: S&P Pares Corporate Credit Rating to BB- from BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Andrew Corp. to 'BB-' from 'BB' and placed the rating
on CreditWatch with negative implications, following an
announcement that the company had agreed to be acquired by
CommScope Inc. for approximately US$2.6 billion, of which at
least 90% would be debt-funded.
     
Andrew, based in Westchester, Ill., will be acquired by Hickory,
N.C.-based CommScope, in a transaction expected to close by the
end of the year, pending customary regulatory and shareholder
approval.  CommScope has obtained fully underwritten financing
commitment letters to fund the transaction. CommScope will
assume Andrew's existing debt.
     
The combined company will be a major supplier of communications
infrastructure products including structured cabling solutions
for enterprises; broadband cable and apparatus for cable
television applications; and antenna and cable products, and
base station subsystems.  Anticipated synergies include
manufacturing, sales and distribution efficiencies, as well
as a more diversified revenue base.
     
The transaction would increase the combined company's pro forma
financial leverage to over 7x, although divestiture proceeds and
operating efficiencies could result in lower leverage over the
intermediate term.  "The 'BB-' rating reflects an anticipated
best case scenario, recognizing these potential benefits, but
post-transaction ratings could be lower, depending on an
assessment of those factors," said Standard & Poor's credit
analyst Bruce Hyman.
     
CommScope had considered acquiring Andrew in August 2006,
although the price at the time was approximately US$1.7 billion
in cash, but that agreement was rejected as inadequate, and the
offer was withdrawn.
     
Following closing, Andrew's corporate credit rating will be
withdrawn and its existing convertible subordinated notes will
be rated the same as CommScope's subordinated debt.

Based in Westchester, Ill., Andrew Corp. designs, manufactures
and delivers equipment and solutions for the global
communications infrastructure market. The company serves
operators and original equipment manufacturers from  
facilities in 35 countries including China, India, Italy, Czech
Republic, Argentina, Bahamas, Belize, Barbados, Bermuda and
Brazil.




=============
B E R M U D A
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BELL ATLANTIC: Final General Meeting Is Set for July 10
-------------------------------------------------------
Starvest Global Technology Fund Ltd.'s final general meeting
will be at 9:00 a.m. on July 10, 2007, or as soon as possible,
at the liquidator's place of business.

Starvest Global's shareholders will determine during the
meeting, through a resolution, the manner in which the books,
accounts and documents of the company and of the liquidator will
be disposed.

The liquidator can be reached at:

             Jennifer Y. Fraser
             Canon's Court, 22 Victoria Street
             Hamilton, Bermuda


FIRST SHIP: Sets Final General Meeting for July 2
-------------------------------------------------
First Ship Lease Ltd.'s final general meeting is scheduled on
July 2, 2007, at 10:00 a.m., at:

         Thistle House, 4 Burnaby Street
         Hamilton, Bermuda

The purpose of the meeting is for shareholders to:

     -- receive an account showing the manner in which the
        winding up of the company has been conducted and its
        property disposed of and hearing any explanation that
        may be given by the liquidator;

     -- determine by resolution the manner in which the books,
        accounts and documents of the company and of the
        liquidator shall be disposed; and

     -- file a resolution dissolving the company.

The liquidators can be reached at:

             Cheong Chee Tham
             Peter Martin
             Thistle House, 4 Burnaby Street
             Hamilton, Bermuda


SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services, Ltd. and its debtor-affiliates has raised certain
ongoing concerns regarding the proposed US$176 million Debtor-
in-Possession Financing Facility.

These concerns include the:

  (i) valuation of Sea Containers SPC Ltd.;

(ii) provisions of the DIP Facility that favor the individual
      bondholder members of the Official Committee of Unsecured
      Creditors of Sea Containers Ltd.; and

(iii) risks associated with foreclosure under the Securitization
      Facility.

There are material facts in dispute relating to the value of
SPC, David Stratton, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, explains to the Honorable Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware.  The
SCSL Committee has been provided with information demonstrating
differing points of view on the value of SPC.  The value of SPC
is one component necessary to assess the appropriateness of the
DIP Facility inasmuch as SCL is assuming the credit risk of the
DIP Facility, and the SCSL Committee wants to ensure the value
of SPC would not create directly or indirectly a default under
the DIP Facility including the representations, covenants, and
default provisions.  While the SCSL Committee recognizes that it
may make sense to proceed with the DIP Facility in the face of
some valuation risk, the SCSL Committee does not support issuing
a blank check in that regard, Mr. Stratton says.

The SCSL Committee believes that additional facts are needed to
clarify the issues related to valuation.  The deposition
testimony of Michael Berkowitch of PricewaterhouseCoopers, the
Debtors' financial advisors, and Roger Passal of TranSystems may
provide clarification on valuation issues, Mr. Stratton tells
the Court.

The SCSL Committee reserves its rights with respect to the
valuation issues until after the appropriate evidence has been
submitted.

Mr. Stratton also notes that the proposed DIP Lenders are SCL
Committee Bondholders and hold substantial prepetition claims
against SCL.  In light of the dual roles of the SCL Committee
Bondholders/DIP Lenders, the SCSL Committee is intensely focused
on scrutinizing the terms of the DIP Facility.

According to Mr. Stratton, the SCSL Committee has identified a
number of problematic terms in the DIP Facility.  The SCSL
Committee has discussed its specific concerns with the Debtors,
and has made those concerns available to the DIP Lenders.  The
SCSL Committee plans to continue to engage in discussions with
relevant parties in hope of resolving those concerns.  The SCSL
Committee reserves all rights to the extent the DIP Lenders do
not accede to the SCSL Committee's requests.

Mr. Stratton further points out that foreclosure under the
Securitization Facility itself is capable of producing economic
detriments to the estates that may outweigh any adverse
valuation determinations.  The SCSL Committee is evaluating
these risks and reserves all rights in respect thereto.

Pursuit of the DIP Facility involves a careful weighing of
competing considerations and risks.  At this moment, the SCSL
Committee needs to assess additional information before deciding
to support or object to the DIP Facility, Mr. Stratton says.

                 Debtors Address DIP Objections

The DIP objections are ill-founded and should be overruled, the
Debtors tell Judge Carey.

Robert D. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, reiterates that the Debtors are
powerless to prevent foreclosure under the prepetition
Securitization Facility except by renegotiation with the
Securitization Facility lenders or repayment of that facility.  
Because of the facility's bankruptcy-remote structure, neither
Sea Containers SPC Ltd. as borrower, or SPC Holdings Ltd. as
guarantor, can, as a practical matter, seek protection under the
Bankruptcy Code.

The Debtors could do nothing and allow foreclosure; they could
negotiate an expensive and likely unworkable amendment of the
existing bankruptcy-remote obligations; or they could borrow
funds to repay the Securitization Facility, Mr. Brady says.

GE Capital Container SRL, GE Capital Container Two SRL and GE
SeaCo SRL, in their objection, contort the applicable legal
standards under Sections 363 and 364 of the Bankruptcy Code, Mr.
Brady contends.  Courts evaluate on a case-by-case basis the
need for, and the terms of, a DIP financing arrangement, Mr.
Brady points out.  The touchstone of this inquiry is the
debtor's business judgment, to which courts generally defer.

In the Debtors' business judgment, based on extensive analysis
and exploration of options over a period of more than three
months, the proposed DIP Financing is necessary to avoid a
significant risk of loss of value and litigation exposure
related to a potential foreclosure on assets pledged in support
of the Securitization Facility, Mr. Brady contends.

The DIP Motion contemplates repaying the Noteholders through a
capital contribution from SCL to Holdings, which would then be
contributed to SPC.  The U.S. Trustee says the proposal is an
"investment" that must comply with Section 345.

Mr. Brady, however, points out that the plain language and
legislative history of Section 345 indicate that Congress
intended to cover situations where a debtor deposits idle cash
or cash equivalents.  Section 345 does not apply to capital
expenditures or refinancing transactions, which are governed by
Sections 363 and 364.

In In re Foamex Int'l, No. 05-12685 (PJW), the U.S. Trustee
argued that Section 345 applied to the debtor's request to fund
a subsidiary's entry into a joint venture, Mr. Brady notes.  The
Foamex court, however, overruled the objection stating that the
proposal was a Section 363 issue.

Mr. Brady clarifies that the proposed transaction is not a
cross-collateralization.  The Noteholders under the
Securitization Facility will not improve their position by
getting paid; they merely get the benefit of their bargain, Mr.
Brady explains.  

Prior to the bankruptcy filing, the Noteholders obtained a
structural priority over all of the Debtors' creditors by making
an asset-backed loan to a bankruptcy-remote entity, Mr. Brady
relates.  GE SeaCo is fully aware of this deal, Mr. Brady adds.

Contrary to the U.S. Trustee's arguments, the only benefit
gained by the proposed DIP Lenders vis-a-vis their prepetition,
unsecured claims is preservation of the bankruptcy estates,
which will benefit all unsecured creditors, Mr. Brady tells the
Court.  The DIP Lenders do not enjoy an advantage in recovering
on their prepetition unsecured claims, Mr. Brady states.

"The DIP Facility is not the product of any insider transaction
negotiated and documented behind closed doors," Mr. Brady
clarifies.

While the lenders are current unsecured creditors of SCL serving
on SCL's creditor committee, they have not sought to obtain any
special treatment for their existing unsecured claims; their
unsecured claims are and will continue to be governed by the
same prepetition indentures that apply to the other unsecured
bondholders in the cases, Mr. Brady maintains.

At the hearing on the DIP Motion, the Debtors will present
expert testimony on valuation of SPC's container assets.  The
Debtors believe that SPC has positive equity value or, in a
downside scenario, that the value of SPC's container assets is
only slightly lower than the amount of the Term Loan.

According to Mr. Brady, the Debtors pursued a possible
restructuring of the Securitization Facility in lieu of the DIP
Facility.  Ultimately, no proposal advanced by the Noteholders
was as good, taken as a whole, as the terms of the DIP Facility.  
The Noteholders' proposal for a long-term restructuring of the
Securitization Facility, Mr. Brady relates, required a parent
guarantee from SCL of US$25,000,000, plus the possibility of
additional required cash infusions from the parent.  The Debtors
are also required to pay sizeable fees.  The Debtors also would
face the continuing threat of default and foreclosure.

Foreclosure would have harmful operational and strategic
implications for GE SeaCo, and therefore to the value of SCL's
50% equity stake in GE SeaCo, which is SCL's most valuable
asset, Mr. Brady adds.  A foreclosure sale of either SPC's stock
or the GE SeaCo Class B quotas owned by SCL that were pledged to
the Noteholders would introduce at least one new party into the
joint venture.  It is unclear whether the new holders after a
foreclosure would have any interest in, or particular expertise
with, the shipping container business, Mr. Brady explains.

Foreclosure would also increase SCL's exposure to litigation and
contracted-based claims, Mr. Brady adds.

            GE Capital, et al.'s Pretrial Statement

GE Capital Container SRL, GE Capital Container Two SRL, GE SeaCo
SRL, and the Office of the United States Trustee for Region 3
have submitted to the Court a joint pretrial statement with
respect to the Debtors' DIP Motion.

Among others, GE Capital, et al., will ask the Court to:

  -- review the factors SCL relied upon in exercising its
     business judgment to enter into the DIP Facility;

  -- find whether a heightened scrutiny test should be
     applied in light of the proposed structure and use of the
     loan proceeds, which is to make a capital contribution in a
     non-Debtor subsidiary;

  -- find whether the value of SPC's assets and SCL's B Quotas,
     standing alone and without consideration of any other
     reason, is sufficient to justify granting to the proposed
     DIP Lenders a superpriority claim against the Debtors and a
     first priority lien on specific assets of SCL; and

  -- find whether foreclosure on SPC's containers and contract
     rights, and SCL's B Quotas will jeopardize the value of
     SCL's A Quotas, increase claims against SCL that would not
     otherwise be asserted, and eliminate the inherent value to
     SCL in retaining SPC's assets and the B Quotas so as to
     justify granting to the proposed DIP Lenders a
     superpriority claim against the Debtors and a first
     priority lien on specific assets of SCL.

GE Capital, et al., will call on these witnesses at the DIP
hearing:

  1. Laura Barlow, the Debtors' chief financial officer and
     chief restructuring officer, to testify to the facts set
     forth in the Debtors' request;

  2. Michael Berkowitch, a director at PwC, the Debtors'
     financial advisors, to testify concerning the advice and
     assistance the firm provided to the Debtors in connection
     with the entry into the DIP Facility;

  3. Antonios Basoukeas, GE Seaco's chief financial officer, to
     testify regarding the facts asserted in the GE Parties'
     objection;

  4. Roger Passal of TranSystems to testify regarding his
     valuation of the assets to which SPC's lenders have
     recourse and the basis for his opinion on the value of the
     SPC Recourse Assets; and

  5. Michael Panacio, a bankruptcy analyst with the U.S.
     Trustee's office.

Mr. Berkowitch is a designated expert by the Debtors.  Mr.
Passal
is a designated expert by the GE Parties.

The Court will convene a hearing on the DIP Motion June 26,
2007,
at 3:00 p.m., to be continued to June 29 at 10:00 a.m.

                      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 Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Court extended the Debtors' exclusive period to file a Plan
of
Reorganization to Sept. 28, 2007.


SEA CONTAINERS: Trustee Drops Mariner, Dune & Trilogy from Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, has
issued a notice disbanding the Official Committee of Unsecured
Creditors appointed in Sea Containers, Ltd. and its debtor-
affiliates' cases, citing conflict of interest with respect to
three of the Committee members.

Panel members Trilogy Capital, LLC, Dune Capital, LLC, and
Mariner Investment Group, Inc., have committed to extend up to
US$176,500,000 in postpetition financing to the Debtors.  The
proposed DIP Facility is pending approval before the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware.

Because Trilogy, Dune Capital, and Mariner Investment Group will
become secured and superpriority claimants, the Trustee removes
them from the SCL Committee, David L. Buchbinder, Esq., says on
behalf of the U.S. Trustee.

HSBC Bank, National Association as Indenture Trustee is the sole
remaining SCL Committee member, Mr. Buchbinder adds.

The U.S. Trustee will convene a meeting on June 28, 2007, at
11:00 a.m. at J. Caleb Boggs Federal Building, 844 N. King
Street, Room 2112, in Wilmington, to reformulate a committee of
unsecured creditors.  The U.S. Trustee has circulated a
questionnaire among the remaining largest unsecured creditors of
the Debtors' estate.  Any interested unsecured creditor may seek
participation on the Committee by completing the questionnaire.

          Debtors & SCL Panel Want Disbandment Stayed

The Debtors and the Official Committee of Unsecured Creditors
for
Sea Containers, Ltd., on Monday asked the Court to schedule an
emergency status conference that same day with regard to the
U.S.
Trustee's notice of disbandment of the SCL Committee.

The Debtors and the SCL Committee urged the Court to stay the
U.S. Trustee from disbanding the SCL Committee or removing its
members, and from appointing new committee members.

The Debtors and the SCL Committee also asked Judge Carey to find
that the SCL Committee remains a party-in-interest, with
standing
to appear, pending a hearing -- on notice -- regarding issues of
committee dissolution and composition.

"The Debtors and the SCL Committee cannot overemphasize their
dismay at the US Trustee's actions," Robert D. Brady, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
said.

Mr. Brady explained that at the May 8, 2007 hearing on the
Debtors' request for approval of a commitment letter for the
proposed DIP Facility, the U.S. Trustee indicated "we don't have
any problem with [the Committee Letter Motion] to the extent all
it seeks to do is approve a commitment letter, provide for the
payment of fees and expenses and provide for a limited form of
indemnification.  No committee member has been removed yet.  
That
matter is before the Court at this time."

"As a result, counsel for the Debtors and the SCL Committee left
the courtroom that day understanding that any action by the US
Trustee to remove the SCL Committee members would occur only
after notice, briefing and hearing," Mr. Brady said.

Following the hearing, the proposed DIP Lenders tried to reach a
consensual resolution that would alleviate the U.S. Trustee's
concerns.  The U.S. Trustee never responded to the proposed
Lenders' position paper on May 14, which cited numerous cases
showing that no conflict of interest exists at this time.  The
Lenders offered to resign from the SCL Committee if a conflict -
-
like an uncured event of default -- were to arise.

"The US Trustee should not have acted before the proposed DIP
Lenders became actual DIP Lenders and before attempting to reach
a consensual resolution," Mr. Brady pointed out.

The U.S. Trustee has put the Debtors and the SCL Committee in an
impossible position, Mr. Brady argued.  The Disbandment Notice
is
inconsistent on whether the SCL Committee still exists, Mr.
Brady
said.  On the one hand, the Notice states that the SCL Committee
has been disbanded.  On the other hand, it states that HSBC "is
the sole remaining Committee member," Mr. Brady noted.

Disbanding the current SCL Committee would negatively impact
reorganization efforts and greatly hinder efforts to maximize
value for all creditors, Mr. Brady argued.  Introducing a new
committee to the case on short notice will require massive
expenditure of time and money to get a new committee "up to
speed," he said.

                      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 Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Court extended the Debtors' exclusive period to file a Plan
of
Reorganization to Sept. 28, 2007.




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


ABN AMRO REAL: HSBC May Buy Firm, Reports Say
---------------------------------------------
Published reports say that UK banking and financial services
group HSBC would be interested in acquiring ABN Amro Real if it
were put up for sale.

HSBC Chairperson told the press in Hong Kong, "We're looking at
all opportunities, not just that [ABN Amro]."

Business News Americas relates that Santander said in May 2007
that it would pay EUR12 billion for ABN Amro Real, as part of a
larger takeover bid.

According to reporters, Barclays would likely "offload ABN
Amro's Brazilian business."  They say that Itau, BBVA and
Santander are the likely buyers of the unit.

Barclays told BNamericas that it would not sell off any of ABN
Amro's assets, including Brazilian unit ABN Amro.

Itau Vice President Henri Penchas said in May that his company
would purchase ABN Amro Real "at the right price," BNamericas
states.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept 4, 2006, Moody's Investors Service upgraded Banco ABN AMRO
Real S.A.'s long-term foreign currency deposits to Ba3, from B1.
Moody's said the rating outlook was stable.


BANCO NACIONAL: BNDSPAR Issues BRL1 Billion in Simple Debentures
----------------------------------------------------------------
BNDESPAR - an affiliate of Banco Nacional de Desenvolvimento
Economico e Social - issued June 8, 2007, the registration order
of an initial public offer for simple debentures (non-
convertible to stocks), at no preference or guarantee, according
to its Securities Distribution Program, registered in the
Securities and Exchange Commission [Comision de Valores
Mobiliarios].  The issuance will be of BRL1 billion, but there
is the option to widen the offer up to 35% (BRL1.350 billion).

It relates to the second issuance of debentures (fixed income
bonds) carried out by BNDESPAR under this Program's ambit.  The
first one of BRL600 million, was concluded in December of 2006.  
The operation mainly purposes to contribute toward the
development of the domestic capital market and establish a
resource leveraging program within the local market, with
defined financial obligations, which will comprise BNDESPAR's
budget.

The contribution to the domestic market encompasses the creation
of a series of innovative characteristics in debenture
negotiations.  Among those, one may highlight the presence of
three market developers (UBS Pactual, Bradesco BBI and BB Banco
de Investimento); public negotiations (secondary market) in
electronic environments, such as CetipNet and BovespaFix; use
admission of the Arbitrage Chamber for the solving of conflicts;
and efforts of pulverized distribution, counting on diversified
sales groups, advertising campaigns and efforts to get the
message across to retail.

                       Characteristics

The conditions of the second debentures issuance are similar to
the previous operations, however, there are important
differences created to assure a greater number of alternatives
to the investor. The minimum amount for the purchasing of each
bond will remain BRL1,000 (unit subscription price), but there
will be two compensation options - one updated by the IPCA
[Ample Consumer Price Index] and interests and the other with
pre-fixed interest rate.

The interest rate of each series will be obtained based on the
institutional investors' orders registered on bookbuilding, and
the same compensation will be used for retail.  In this second
issuance, it was opted to allow the investors to indicate the
interest rates, thus forming the coupon of each series, a common
practice in the corporate bonds market.

The interests will be paid in full at the maturity date (pre-
fixed series) or annually, with grace period of two years for
the first payment, in case of bonds indexed to IPCA.  The
maturity date of the pre-fixed series will be January 2011 and
the maturity date of the series updated by the IPCA will be
August 2013.

The presence of pre-fixed bonds, just as those indexed to
inflation, is an important element to be developed in the
debentures market, once that those are potential substitutes for
CDI.  For BNDESPAR, the offer with two compensation options will
allow greater decision flexibility and a lower dependence upon a
single compensation manner for a greater volume than the
previous operation.

In case one of the series (IPCA or pre-fixed) presents demand
inferior to BRL200 million, the operation, in such series, will
not be carried out.  In this case, there will be exclusive
emission of a single series.  If that takes place, the retail
investor that had the intention to purchase both series will
have the option to reallocate its reserve on the series
effectively distributed.

                          Custody

For the retail investor, there are also two important themes to
consider: the custody costs and the sales possibilities before
the maturity date.  As to custody, such as in the 2006 offer,
the current operation presents the lowest custody rate of the
local market, which is a great advantage in comparison to other
fixed income investments, including the Direct Treasury.

Investors which single asset in their custody account in the
CBLC [Brazilian Custody and Clearance Chamber] is the BNDESPAR
Debentures (this one and the one from the previous offer) will
incur only upon the rate charged by CBLC for the maintenance of
this account, of BRL5.40 at each semester, whatever the quantity
of debentures purchased would be.  For the investor with
investments on stocks or on other custody bonds at CBLC (except
Direct Treasury) there will not be additional charging.

                      Secondary Market

The presence of market developers increases the solvency of the
bonds.  The first issuance of debentures carried out in 2006
registered offers of purchases and sales at BovespaFix, from the
first day of negotiations (12/21/06) until 05/23/2007.  In this
period, negotiations were carried out in approximately 75% of
the days, totaling almost 250 business deals (average close to
two business deals per day).

                        Time Schedule

The risk classification of bonds was carried out by Moody's,
classification agency controlled for the first operation, having
been granted the best market grade (Aaa. br).  The announcement
to the market was published on June 26.  From July 3 to the 23
roadshows, investors' meetings, and advertising campaign will be
executed and at the same time the retail reserve period will
expire, ending on July 23.  The investors entailed to the
institutions involved in the offer will likely make their
reserves between July 3 and July 13.

The bookbuilding called (price formation based on the investment
proposals) is set up to July 24.  Once granted the operation
registration by the CVM, there will be the distribution and
financial clearance of the offer, projected to take place on
July 30th.

                         About BNDES

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

                        *     *     *

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


BUCKEYE TECH: Promotes Steven Dean as Senior Vice Pres. & CFO
-------------------------------------------------------------
Buckeye Technologies Inc. has promoted Steven G. Dean, currently
Vice President and Chief Financial Officer, to Senior Vice
President and Chief Financial Officer effective July 1, 2007.

Mr. Dean was elected Vice President and Controller Feb. 8, 2006,
and was appointed Vice President and Chief Financial Officer
July 1, 2006.  He is a graduate of Millsaps College with a
degree in Business Administration and earned a MBA at
Northwestern University.  He joined Buckeye in 1999 and has held
positions of increasing responsibility in the finance
organization. Prior to joining Buckeye, Steve held various
financial management positions with Thomas & Betts and Hewlett-
Packard.

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and  
markets specialty fibers and nonwoven materials.  The company
currently operates facilities in the United States, Germany,
Canada, and Brazil.  Its products are sold worldwide to makers
of consumer and industrial goods.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 19, 2007, Moody's upgraded Buckeye Technologies, Inc.'s
corporate family rating to B1 from B2 and maintained a stable
outlook.  All other ratings were upgraded by one notch while the
unsecured notes were affirmed at B2.  The upgrade reflects the
company's recent operating performance and aligns the company's
ratings with expected margins and credit metrics over the
intermediate term.

Ratings upgraded:

    -- Corporate family rating upgraded to B1 from B2;

    -- Probability of default rating upgraded to B1 from B2;

    -- US$70 million revolving credit facility upgraded to Ba1
       from Ba2, (LGD2, 10%)

    -- US$150 million secured term loan upgraded to Ba1 from
       Ba2, (LGD2, 10%)

    -- US$100 million 9.25% subordinated notes upgraded to B3
       from Caa1, (LGD5, 84%)

    -- US$150 million 8.0% subordinated notes upgraded to B3
       from Caa1, (LGD5, 84%)

Ratings affirmed:

    -- US$200 million unsecured notes, B2, (LGD3, 48%)


COMMSCOPE INC: Inks US$2.6 Bil. Purchase Deal with Andrew Corp.
---------------------------------------------------------------
CommScope Inc. and Andrew Corporation have entered into a
definitive agreement, unanimously approved by their respective
Boards of Directors, under which CommScope will acquire all of
the outstanding shares of Andrew for US$15.00 per share, at
least 90 percent in cash, creating a global leader in
infrastructure solutions for communications networks.

The transaction, which is valued at approximately US$2.6
billion, is expected to be accretive to CommScope's cash
earnings per share, excluding special items, in the first full
year after closing.  The US$15.00 per share purchase price
represents a premium of approximately 13 percent over Andrew's
average closing share price for the last 30 trading days, a 21
percent premium over Andrew's average closing share price for
the last 60 trading days, and a 16 percent premium over the
closing price of Andrew's common stock on June 26, 2007, the
last trading day prior to this announcement.

                     Key Strategic Benefits

The combined company will be a global leader in infrastructure
solutions for communications networks, including:

   * structured cabling solutions for the business enterprise;

   * broadband cable and apparatus for cable television
     applications; and

   * antenna and cable products, base station subsystems,
     coverage and capacity systems, and network solutions for
     wireless applications.

The combination of the companies' respective operations is
expected to result in meaningful operating, cost and sales
synergies, and other important benefits to shareholders,
customers and employees, including:

   -- Building upon complementary global product offerings that
      will provide customers with a broader array of
      infrastructure solutions for video, voice, data and
      mobility;

   -- Expanding global distribution and manufacturing
      capabilities;

   -- Enhancing growth opportunities by combining marquee
      brands, innovative technologies, and global service
      models;

   -- Strengthening industry-leading R&D and intellectual
      property portfolio;

   -- Affording scale in procurement, logistics and
      manufacturing in an increasingly competitive market;

   -- Diversifying top-tier customer base; and

   -- Providing greater opportunities for employees as part of a
      larger, more diversified global corporation.

Based on CommScope's and Andrew's results for fiscal year 2006,
on a pro forma basis, the combined companies would have had
sales of approximately US$3.8 billion comprised of:

   * approximately 35 percent in wireless antenna and cable
     products;

   * 29 percent in carrier and network solutions;

   * 21 percent in enterprise products; and

   * 15 percent in broadband/cable television solutions.

The combined companies' revenues on a geographic basis would
have been approximately:

   * 57 percent in North America;
   * 24 percent in Europe,
   * the Middle East and Africa;
   * 12 percent in Asia/Pacific Rim; and
   * 7 percent in Latin America.

The combined company will have more than 2,200 global patents
and pending patent applications and approximately 16,000
employees serving more than 130 countries.

"We are pleased to have reached this agreement with Andrew,
which we believe is extremely beneficial to the shareholders of
both companies," said Frank M. Drendel, Chairman and Chief
Executive Officer of CommScope.  "By combining CommScope and
Andrew, we are enhancing CommScope's position as a worldwide
leader in 'last mile' solutions.  Combining our innovative
technologies, premier brands and a top-tier customer base, we
will expand our global service model and create an enhanced
offering of communications infrastructure solutions that
addresses a broader spectrum of customer needs.  With the
acquisition of Andrew, we are advancing CommScope's stated
global strategy and creating important cost reduction and growth
opportunities that we believe will drive increased shareholder
value."

Mr. Drendel continued, "We are also pleased to welcome Andrew's
talented and dedicated employees to the CommScope team.  We
intend to invest in the combined business for profitable growth,
and the employees of both companies will be important to our
continued success.  CommScope is a proven and successful
integrator of strategic transactions and we expect to begin
realizing the benefits of this combination immediately after the
transaction closes and enjoy them fully over the next few
years."

"We believe that the combination of Andrew and CommScope creates
a strong company with long-term advantages for our customers and
employees," said Ralph Faison, President and Chief Executive
Officer of Andrew Corporation.  "Our two companies fit together
strategically with leading complementary product offerings and
geographical strengths.  This transaction provides our
shareholders with a significant cash premium and offers our
global employees an even more promising future as part of a
larger and more diversified company.  We are excited to unite
the strengths of Andrew and CommScope and further expand our
range of services to the benefit of our many customers around
the world."

                 Cost Savings & Revenue Synergies

Given CommScope's track record of successfully integrating
acquisitions, manufacturing discipline and commitment to
operational excellence, the combined company expects to generate
substantial annual pretax cost savings, excluding one-time
transition items, of approximately US$90 million to US$100
million in the second full year after completion of the
transaction, of which approximately US$50 million to US$60
million are expected to be achieved in the first full year after
completion.  The cost savings are expected to come from a
combination of procurement savings, rationalization of duplicate
locations, streamlining overhead and integration of
infrastructure, and building upon best practices in technology
and manufacturing.  No assurance can be given that these cost
savings can be achieved in the amounts or during the periods
predicted.  Transition cash costs are expected to total
approximately US$70 million to US$80 million in the first two
years after completion.

CommScope has also identified potential revenue synergies,
including expected benefits from the combination of Andrew's
industry-leading in-building wireless products with CommScope's
global leadership in the Enterprise market.  In addition,
CommScope sees the potential to increase sales of its integrated
cabinet solutions through Andrew's leading global channel to
wireless carriers as well as opportunities to expand broadband
connectivity product offerings.

Following the close of the transaction, Andrew will become a
wholly owned subsidiary of CommScope.  Frank Drendel will remain
Chairman and CEO of CommScope, and CommScope will retain its
global headquarters in Hickory, North Carolina.  The combined
company also plans to maintain its Chicago-area presence,
exemplified by building upon Andrew's state-of-the-art
manufacturing and office facility in Joliet, Illinois.

               Terms, Financing & Capital Structure

Under the terms of the agreement, each share of Andrew common
stock will be converted into US$15.00, comprised of US$13.50 per
share in cash and an additional US$1.50 per share in either
cash, CommScope common stock, or a combination of cash and
CommScope common stock totaling US$1.50 per share, at
CommScope's option.

If CommScope determines to pay the US$1.50 portion of the
purchase price entirely in CommScope common stock, each share of
Andrew common stock would be converted into US$13.50 in cash,
plus a fraction of a share of CommScope common stock equal to
US$1.50 divided by the volume weighted average of the closing
sale price of CommScope common stock over the ten consecutive
trading days ending two trading days prior to the closing date
of the merger.

The total transaction value is approximately US$2.6 billion,
based on Andrew's estimated 176 million shares outstanding on a
fully diluted basis, which includes shares associated with
Andrew's existing convertible notes.

CommScope expects to fund the cash portion of the purchase price
through a combination of new credit facilities and available
cash on hand.  CommScope has obtained customary fully
underwritten debt financing commitment letters from Bank of
America and Wachovia Bank, N.A. (and their respective
affiliates).

Following completion of the transaction, CommScope plans to
reduce leverage by continuing to grow its historically strong
cash flow, improving the combined company's operational
performance, and by identifying and selectively divesting non-
core or underperforming assets during the first year after
completion.  CommScope expects to grow its earnings per share
through a combination of increased top-line performance,
operational improvements and debt reduction.

                        Approvals & Timing

The companies expect to close the transaction by the end of
2007, subject to completion of customary closing conditions,
including effectiveness of a registration statement on Form S-4,
approval by Andrew's shareholders, clearance under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 and any other
applicable laws or regulations.  The transaction is not
conditioned on receipt of financing by CommScope.

                          Advisors

Banc of America Securities LLC is acting as financial advisor to
CommScope and Duff & Phelps LLC provided a fairness opinion to
CommScope.  Fried, Frank, Harris, Shriver & Jacobson LLP, Baker
& McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. are acting
as CommScope's legal counsel.  Citi is acting as the primary
financial advisor to Andrew, and Merrill Lynch provided a
fairness opinion.  Mayer, Brown, Rowe & Maw LLP is acting as
Andrew's primary outside legal counsel.

                         About Andrew

Headquartered in Westchester, Ill., Andrew Corporation (Nasdaq:
ANDW) -- http://www.andrew.com/-- designs, manufactures and  
delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.  The company is an S&P MidCap 400
company founded in 1937.

                       About CommScope

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV) --
http://www.commscope.com/-- designs and manufactures "last  
mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is
also the world's largest manufacturer of coaxial cable for
Hybrid Fiber Coaxial applications.  Backed by strong research
and development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless
cabling solutions.

CommScope, to serve the growing Latin American market, has begun
manufacturing coaxial cable for broadband wireless and wireless
networks in its plant in Jaguariuna, Brazil.  It has over
283,000 sq. ft. of manufacturing space.


COMMSCOPE INC: Andrew Corp. Deal Cues S&P to Lower Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CommScope Inc. to 'BB-' from 'BB' and placed the
ratings on CreditWatch with negative implications.  The action
reflects Hickory, N.C.-based CommScope's definitive agreement to
acquire Westchester, Ill.-based Andrew Corp. for approximately
US$2.6 billion, of which at least 90% would be in cash. The
transaction is expected to close by the end of the year, pending
regulatory and shareholder approvals.  CommScope will assume
Andrew's existing debt.
      
"The combined company will be a major supplier of communications
infrastructure products including structured cabling solutions
for  enterprises; broadband cable and apparatus for cable
television applications; and antenna and cable products, and
base station subsystems," said Standard & Poor's credit analyst
Stephanie Crane Mergenthaler.  In addition to a more diversified
revenue base, anticipated synergies include manufacturing, sales
and distribution efficiencies.
     
Still, the transaction would increase the combined company's pro
forma financial leverage to over 7x. Proceeds from selective
divestitures and realization of anticipated synergies could
result in lower leverage over the intermediate term.  The 'BB-'
corporate credit rating reflects an anticipated best-case
scenario, recognizing these potential benefits, but post-
transaction ratings could be lower, depending on an assessment
of those factors.  
     
CommScope had considered acquiring Andrew in August 2006,
although the price at the time was approximately US$1.7 billion
in cash, but that agreement was rejected as inadequate, and the
offer was withdrawn.
     
We will review the synergies anticipated in the acquisition, as
well as the ability of the combined companies to reduce leverage
through operating cash flows and selective divestitures, to
resolve the CreditWatch.

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV) --
http://www.commscope.com/-- designs and manufactures "last  
mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is
also the world's largest manufacturer of coaxial cable for
Hybrid Fiber Coaxial applications.  Backed by strong research
and development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless
cabling solutions.

CommScope has facilities in Brazil, Australia, China and
Ireland.


NAVISTAR INT'L: DA Davidson Maintains Underperform Rating
---------------------------------------------------------
DA Davidson analyst JB Groh has kept his "underperform" rating
on Navistar International Inc's shares, Newratings.com reports.

According to Newratings.com, the 12-18 month target price for
Navistar International's shares was increased to US$45 from
US$39.

Mr. Groh said in a research note that Navistar International
would file its fiscal year 2005 10-K by September 2007.

Mr. Groh told Newratings.com that Navistar International said
that by March 31, 2008, it would file its 10-Ks for fiscal year
2006 and fiscal year 2007.

Navistar International "is likely to protect itself from the
future cyclical downturns through growth in the expansion and
non-traditional markets," Newratings.com states, citing DA
Davidson.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent  
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.

                        *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Fitch Ratings retained Navistar International Corp.'s BB- Issuer
Default Rating and BB- senior unsecured bank facility rating
under Rating Watch Negative.


PETROLEO BRASILEIRO: Workers Will Protest Over Salaries
-------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA's
employees will hold demonstrations against the firm over
salaries, the Associated Press reports, citing the federation
of Brazilian oil worker unions.

Union official Alessandra Murteira told the AP that Petroleo
Brasileiro employees in Rio Grande do Norte, Amazonas,
Pernambuco, Paraiba, Rio Grande do Sul, and at the Duque de
Caxias plant in Rio de Janeiro voted in favor of the strike,
which will start on July 5.

The workers want to force Petroleo Brasileiro to present a new
plan for better distribution of salaries and positions, the AP
notes, citing the unions.  The federation demands that
promotions be based on merit.  It has aired out complains on
employees being barred from promotions without proper reasons.  
According to them, Petroleo Brasileiro's current system is
creating unjust salary discrepancies.

Ms. Murteira told the AP that most workers at 36 oil rigs in the
Campos Basin off Rio de Janeiro also support the strike.  
Employees in Rio de Janeiro, Espirito Santo and Sao Paulo units
will be announcing whether they will participate in the strike.  

Petroleo Brasileiro hopes to be able to avoid a strike.  
However, the company is prepared for it, the AP states, citing
the company's chief executive Sergio Gabrielli.

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

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

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

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

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


REALOGY CORP: Change of Control Offer for Notes Ends on July 3
--------------------------------------------------------------
Realogy Corporation announced that its change of control offer
for any and all of its outstanding US$250,000,000 principal
amount of Floating Rate Senior Notes due 2009, US$450,000,000
principal amount of 6.15% Senior Notes due 2011 and
US$500,000,000 principal amount of 6.50% Senior Notes due 2016
will expire at 10:00 a.m., New York City time, on Tuesday,
July 3, 2007.  Realogy will not extend the expiration date for
the change of control offer.

As required by the indenture and the Notes, the purchase price
with respect to each series of Notes is equal to 100% of the
principal amount of such series of Notes, plus accrued interest
payable with respect to such series of Notes to July 9, 2007,
which will be the payment date.

Realogy has retained Wells Fargo Bank, National Association to
act as Depositary in connection with the offer.  Questions
regarding how to tender the Notes subject to the change of
control offer and requests for the Change of Control Notice and
Offer to Purchase and other documents may be made to Wells Fargo
Bank, National Association by telephone at (213) 614-2588.

                      About Realogy Corp.

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




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


DARIUS INVESTMENTS: Sets Last Shareholders Meeting for July 25
--------------------------------------------------------------
Darius Investments Ltd. will hold its final shareholders meeting
on July 25, 2007, at 11:00 a.m., at:

          CIBC Financial Centre
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          Buchanan Limited
          P.O. Box 1170
          Grand Cayman KY1-1102
          Cayman Islands


DYNAP FUND: Sets Last Shareholders Meeting for July 25
------------------------------------------------------
Dynap Fund SPC will hold its final shareholders meeting on
July 25, 2007, at 11:00 a.m., at:

          Appleby, 75 Fort Street, Clifton House
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

   2) authorizing the liquidator to retain the records
      of the company for a period of five years from
      the dissolution of the company, after which they
      may be destroyed.

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

The liquidator can be reached at:

          Reid Services Limited
          Clifton House, 75 Fort Street
          George Town, Grand Cayman
          Cayman Islands


ENRON INTERNATIONAL: Proofs of Claim Must be Filed by July 26
-------------------------------------------------------------
Enron International Brazil 1997 Ltd.'s creditors are given until
July 26, 2007, to prove their claims to Michael P. Borom, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Enron International's shareholders agreed on June 11, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Michael P. Borom
        Impala Partners LLC
        18 Marshall Street
        Suite 112, Norwalk CT 06854
        USA


HILLARY LTD: Sets Last Shareholders Meeting for July 25
------------------------------------------------------
Hillary Ltd. will hold its final shareholders meeting
on July 25, 2007, at 11:00 a.m., at:

          CIBC Financial Centre
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          Buchanan Limited
          P.O. Box 1170
          Grand Cayman KY1-1102
          Cayman Islands


KAIROS FUND: Proofs of Claim Must be Filed by July 26
------------------------------------------------------
Kairos Fund's creditors are given until July 26, 2007, to prove
their claims to Q&H Nominees Ltd., the company's liquidator, or
be excluded from receiving any distribution or payment.

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

Kairos Fund's shareholders agreed on Dec. 22, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Q&H Nominees Ltd.
        Attention: Greg Link
        P.O. Box 1348
        George Town, Grand Cayman KY1-1108
        Cayman Islands
        Telephone: 949 4123
        Fax: 949 4647


LAZARD DIVERSIFIED: Sets Last Shareholders Meeting for July 25
--------------------------------------------------------------
Lazard Diversified Bond Fund Ltd. will hold its final
shareholders meeting on July 25, 2007, at 11:00 a.m., at:

          47-49 La Motte Street, St. Helier
          Jersey, Channel Islands,

These agendas will be taken during the meeting:

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

   2) authorize the liquidator to retain the records
      of the company for a period of five years from
      the dissolution of the company, after which they
      may be destroyed.

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

The liquidator can be reached at:

          Ogier
          Attention: Martina de Lima
          Telephone: (345) 949 9876
          Fax: (345) 949 1986


SUNCREEK INVESTMENTS: Proofs of Claim Must be Filed by July 25
--------------------------------------------------------------
Suncreek Investments creditors are given until July 25, 2007, to
prove their claims to Buchanan Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Suncreek Investments shareholders agreed on June 14, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Buchanan Limited
        Attention: Francine Jennings
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands
        Telephone: (345) 949-0355
        Fax: (345) 949-0360


SUNCREEK INVESTMENTS: Sets Last Shareholders Meeting for July 25
----------------------------------------------------------------
Suncreek Investments Ltd. will hold its final shareholders
meeting on July 25, 2007, at:

          CIBC Financial Centre
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          Buchanan Limited
          P.O. Box 1170
          Grand Cayman KY1-1102
          Cayman Islands


TRIDENT GLOBAL: Proofs of Claim Must be Filed by July 26
--------------------------------------------------------
Trident Global Investors Portfolio Ltd.'s creditors are given
until July 26, 2007, to prove their claims to Q&H Nominees Ltd.,
the company's liquidator, or be excluded from receiving any
distribution or payment.

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

Trident Global's shareholders agreed to place the company into
voluntary liquidation under The Companies Law (2004 Revision) of
the Cayman Islands.

The liquidator can be reached at:

        Krishnamurthy Narayanan
        c/o Trident Investment Management, LLC
        909 Third Avenue, 29th Floor
        New York, New York
        USA


VF CAYMANS I: Proofs of Claim Must be Filed by July 26
------------------------------------------------------
VF Caymans I's creditors are given until July 26, 2007, to prove
their claims to Trident Directors (Cayman) Ltd., the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

VF Caymans shareholders agreed on May 29, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Trident Directors (Cayman) Ltd.
        Attention: Kimbert Solomon
        P.O. Box 847
        George Town, Grand Cayman KY1-1103
        Cayman Islands        
        Telephone: (345) 949 0880
        Fax: (345) 949 0881


VF CAYMANS II: Proofs of Claim Must be Filed by July 26
-------------------------------------------------------
VF Caymans II's creditors are given until July 26, 2007, to
prove their claims to Trident Directors (Cayman) Ltd., the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

VF Caymans shareholders agreed on May 29, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Trident Directors (Cayman) Ltd.
        Attention: Kimbert Solomon
        P.O. Box 847
        George Town, Grand Cayman KY1-1103
        Cayman Islands        
        Telephone: (345) 949 0880
        Fax: (345) 949 0881


YVES LTD: Proofs of Claim Must be Filed by July 25
--------------------------------------------------
Yves Ltd.'s creditors are given until July 25, 2007, to prove
their claims to Buchanan Limited, the company's liquidator, or
be excluded from receiving any distribution or payment.

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

Yves Ltd.'s shareholders agreed on June 14, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Buchanan Limited
        Attention: Francine Jennings
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands
        Telephone: (345) 949-0355
        Fax: (345) 949-0360


YVES LTD: Sets Last Shareholders Meeting for July 25
----------------------------------------------------
Yves Ltd. will hold its final shareholders meeting on
July 25, 2007, at:

          CIBC Financial Centre
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          Buchanan Limited
          P.O. Box 1170
          Grand Cayman KY1-1102
          Cayman Islands


ZANETTI LIMITED: Proofs of Claim Must be Filed by July 25
---------------------------------------------------------
Zanetti Ltd.'s creditors are given until July 25, 2007, to prove
their claims to Thomas Ryan, the company's liquidator, or be
excluded from receiving any distribution or payment.

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

Zanetti Ltd.'s shareholders agreed on May 24, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


ZANETTI LTD: Sets Last Shareholders Meeting for July 25
-------------------------------------------------------
Zanetti Ltd. will hold its final shareholders meeting on
July 25, 2007, at 11:30 a.m., at:

          1325 Avenue of the Amercias
          New York, NY
          USA

These agendas will be taken during the meeting:

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

   2) authorizing the liquidator to retain the records
      of the company for a period of five years from
      the dissolution of the company, after which they
      may be destroyed.

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

The liquidator can be reached at:

          Walkers
          c/o Walkers, Walker House
          87 Mary Street, George Town
          Grand Cayman KY1-9001
          Cayman Islands




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


FRESENIUS MEDICAL: Prices US$500 Mil. of 6-7/8% Notes Offering
--------------------------------------------------------------
Fresenius Medical Care AG & Co. KGaA has priced its Senior Notes
due 2017 in the amount of $500 million.  The coupon will be
6-7/8%.  Proceeds will be used to reduce indebtedness under the
company's senior secured bank credit facility and other, short-
term debt.

The Senior Notes will be issued by FMC Finance III S.A., a
wholly owned subsidiary of the company, and will be guaranteed
on a senior basis jointly and severally by the company,
Fresenius Medical Care Holdings Inc. and Fresenius Medical Care
Deutschland GmbH.

"The company is pleased to have completed the company's first
senior unsecured bond offering.  Investors have clearly
recognized its sustainable financial strength and are confident
in the future of the industry and Fresenius Medical Care."

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG
& Co. KgaA (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS,
FMS/P) -- http://www.fmc-ag.com/-- provides products and  
services for individuals undergoing dialysis because of chronic
kidney failure, a condition that affects more than 1,500,000
individuals worldwide.  The company also provides dialysis
products such as hemodialysis machines, dialyzers and
related disposable products.  Through its network of around
2,194 dialysis clinics in North America, Europe, Latin America,
Asia-Pacific and Africa, Fresenius Medical Care provides
dialysis treatment to around 128,200 patients around the globe.  
Fresenius AG holds around 37% of Fresenius Medical Care AG & Co.
KgaA's capital.

In Latin America, Fresenius Medical has operations in Argentina,
Brazil, Colombia, Chile, Mexico and Venezuela.

                        *     *     *

The company carries Moody's Investors Service's Ba2 corporate
family rating.




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


* COLOMBIA: Government Calls Off Privatization of State Firms
-------------------------------------------------------------
Colombian President Alvaro Uribe said in a statement that the
government has postponed the privatization of state-owned
transmission company Interconexion Electrica S.A., or ISA, and
state generator Isagen.

As reported in the Troubled Company Reporter-Latin America on
June 28, 2007, Colombian Finance Minister Oscar Ivan Zuluaga
said that the government was reconsidering the full
privatization of ISA and sell another big stake in Isagen.  

Business News Americas relates that the government had said it
hoped to raise almost COP4.5 trillion from the sale of its 56%
stake in ISA and 25% of its 57% stake in Isagen.

President Uribe told BNamericas that ISA is financially
successful in Colombia and abroad.  He believes that the
government would benefit most by keeping control of the two
firms.

President Uribe commented to BNamericas, "I don't think Isagen
and ISA have financial problems.  They are good companies thanks
to reforms to both.  Adding dividends and appreciation, I think
ISA's equity performance is worth more than savings to be made
from selling ISA to service debt."

The state also needs to keep control of Isagen as it is the sole
hydro generator, other than Medellin-based Empresas Publicas de
Medellin.

"It doesn't seem prudent to sell Isagen given we don't know what
will happen in the future with private investment in
generation," President Uribe told BNamericas.

As reported in the Troubled Company Reporter-Latin America on
June 15, 2007, Standard & Poor's Ratings Services assigned its
'BB+' long-term senior unsecured rating to the Republic of
Colombia's proposed 2027 Global Titulos de Tesoreria bond, a
bond denominated in Colombian pesos but payable in US dollars.




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


BANCO INTERCONTINENTAL: Hipolita Mejia Not Involved in Fraud
------------------------------------------------------------
The plaintiff's legal representatives and the Justice Ministry
believe that the allegations against former Dominican Republic
president Hipolito Mejia regarding a political conspiracy that
caused Banco Intercontinental's collapse has no basis, Dominican
Today reports.

According to Dominican Today, the lawyers for former Banco
Intercontinental head Ramon Baez Figueroa, a defendant of the
bank's fraud case, presented a plea before the court, claiming
that Mr. Mejia "motivated" a political conspiracy, which
allegedly caused the bank's collapse.

Mr. Mejia's "particular interest didn't generate the proceeding,
Dominican today notes, citing assistant prosecutor Francisco
Garcia.  He said that it was "entirely judicial measure."  
Though "newspaper clippings entered as documentary evidence by
defense lawyers is legitimate," they lack content and evidential
value.

Mr. Garcia told Dominican Today, "For the purpose of proof which
can serve as defense arguments, it doesn't contribute anything,
because they are journalistic clippings that talk about
situations that have nothing to do with the case.  They have
their rights, but I don't believe they are going to get very far
on that route."

The defense's "tactics respond to the intention, on the part of
the accused, to cloud the panorama to cover the real fraud,
Dominican Today says, citing Carlos Salcedo, an attorney for the
Monetary and Financial Authorities.

The testimony by 21 prosecution witnesses and the 370 pieces of
evidence that the lawyers of the nation's Justice Ministry, the
Central Bank, the Banks Superintendent and Banco
Intercontinental filed are enough to sustain the allegation
against Mr. Figueroa, Marcos Baez Cocco, Vivian Lubrano de
Castillo, Jesus Maria Troncoso Ferrua and Luis Alvarez Renta,
Mr. Salcedo told Dominican Today.

Located in Dominican Republic, Banco Intercontinental aka
Baninter collapsed in 2003 as a result of a massive fraud that
drained it of about US$657 million in funds.  As a consequence,
all of its branches were closed.  The bank's current and savings
accounts holders were transferred to the bank's new owner --
Scotiabank.  The bankruptcy of Baninter was considered the
largest in world history, in relation to the Dominican
Republic's Gross Domestic Product.  It cost Dominican taxpayers
DOP55 billion and resulted to the country's worst economic
crisis.




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


DOLE FOOD: Supports Andean Trade Act Extension
----------------------------------------------
Dole Food Company Inc. commended the hard work of the leadership
of the U.S. Congressional trade committees and applauded the
agreement to extend the Andean Trade Promotion and Drug
Eradication Act.  Dole urges Members of Congress to strongly
support this agreement by voting in favor of legislation to
extend the ATPDEA for eight months.

Michael Carter, Dole's Executive Vice President and General
Counsel stated, "The ATPDEA has played a crucial role in
encouraging Dole to make significant investments in the Andean
region, such as our flower production -- which supports nearly
6,500 good paying jobs in the region.  On behalf of the many
thousands of Dole employees in the Andean region, Dole applauds
the bipartisan agreement to extend the ATPDEA and urges strong
support for its swift approval."

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/-- is a producer and  
marketer of fresh fruit, fresh vegetables and fresh-cut flowers,
and markets a line of packaged foods.  The company has four
primary operating segments.  The fresh fruit segment produces
and markets fresh fruit to wholesale, retail and institutional
customers worldwide.  The fresh vegetables segment contains
operating segments that produce and market commodity vegetables
and ready-to-eat packaged vegetables to wholesale, retail and
institutional customers primarily in North America, Europe and
Asia.  The packaged foods segment contains several operating
segments that produce and market packaged foods, including
fruit, juices and snack foods.  Dole's fresh-cut flowers segment
sources, imports and markets fresh-cut flowers, grown mainly in
Colombia and Ecuador, primarily to wholesale florists and
supermarkets in the U.S.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service downgraded Dole Food Company Inc.'s
corporate family rating to B2 from B1; probability of default
rating to B2 from B1; senior secured bank credit facilities to
Ba3 from Ba2; senior unsecured notes to Caa1 from B3; and
various shelf registrations to (P)Caa1 from (P)B3.  Moody's said
the outlook was stable.

On Dec. 11, Standard & Poor's Ratings Services lowered its
ratings on Dole Food Co. Inc. and Dole Holding Co. LLC,
including its corporate credit rating, to 'B' from 'B+'.


DOLE FOOD: Inks Licensing Deal with Starz Media & Vanguard
----------------------------------------------------------
Dole Food has signed a licensing agreement with Starz Media and
Vanguard Animation and Film to place 100 million collectable
stickers with characters from the upcoming animated feature
SPACE CHIMPS on bananas, Variety.com reports.

Pictures of the film's characters will be on Dole Food salad
packages and pineapples, according to a report posted on
awn.com.

The contract also includes a Dole SuperKids Web site and in-
store CHIMPS circulars and displays, awn.com states.

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/-- is a producer and  
marketer of fresh fruit, fresh vegetables and fresh-cut flowers,
and markets a line of packaged foods. The company has four
primary operating segments. The fresh fruit segment produces and
markets fresh fruit to wholesale, retail and institutional
customers worldwide.  The fresh vegetables segment contains
operating segments that produce and market commodity vegetables
and ready-to-eat packaged vegetables to wholesale, retail and
institutional customers primarily in North America, Europe and
Asia.  The packaged foods segment contains several operating
segments that produce and market packaged foods, including
fruit, juices and snack foods.  Dole's fresh-cut flowers segment
sources, imports and markets fresh-cut flowers, grown mainly in
Colombia and Ecuador, primarily to wholesale florists and
supermarkets in the U.S.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service downgraded Dole Food Company Inc.'s
corporate family rating to B2 from B1; probability of default
rating to B2 from B1; senior secured bank credit facilities to
Ba3 from Ba2; senior unsecured notes to Caa1 from B3; and
various shelf registrations to (P)Caa1 from (P)B3.  Moody's said
the outlook was stable.

On Dec. 11, Standard & Poor's Ratings Services lowered its
ratings on Dole Food Co. Inc. and Dole Holding Co. LLC,
including its corporate credit rating, to 'B' from 'B+'.




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


DIGICEL LTD: Will Launch Services in Guatemala
----------------------------------------------
The Guatemalan telecoms regulator Superintendencia de
telecomunicaciones de Guatemala has authorized Digicel Ltd. to
launch services in the nation, news daily Prensa Liber reports.

According to Prensa Libre, Digicel was given one year from
June 19, 2007, to launch the operations in Guatemala.


Sources with the regulator told reporters that Digicel made a
formal request on June 15, 2007, to launch services and an
answer four days later.

Digicel received a GSM mobile license, after acquiring Digicel
Holdings Limited, an entirely separate company that operated a
GSM mobile service in El Salvador and held a license for
Guatemala, in October 2006.  The firm then rebranded the unit
and launched operations in El Salvador, but has not publicly
announced its plans for Guatemala, Business News Americas
states.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started 0operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.




=========
H A I T I
=========


DIGICEL LTD: Expands Operations in Haiti
----------------------------------------
The Jamaica Gleaner reports that Digicel Ltd. has launched its
largest dealer store in Port-au-Prince, Haiti, covering 2,300
square feet.

Digicel told The Gleaner that its regional network of stores and
dealerships had grown to 1,343, the newest of which would have
been established in these markets:

          -- Haiti,
          -- El Salvador, and
          -- Guyana.

The report says that Digicel has 301 dealer stores serving 1.4
million mobile clients in Haiti.  However, its largest network
is in El Salvador where it has 466 dealer stores.

Digicel told The Gleaner that it provides larger stores in Haiti
and El Salvador "to service key locations in major cities".

"We have 193 outlets in Jamaica.  All are owned and runby dealer
parties.  Digicel has followed this model from the onset as we
believe it's important that our dealers own their own stores and
are entrepreneurial, as this helps drive business," Digicel
Group's communications head Maureen Rabbitt commented to The
Gleaner.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started 0operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.




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


BALLY TOTAL: Begins Chapter 11 Plan Solicitation Process
--------------------------------------------------------
Bally Total Fitness has commenced the formal process of
soliciting approvals for a prepackaged Chapter 11 plan of
reorganization from holders of the company's 10-1/2% Senior
Notes due 2011 and 9-7/8% Senior Subordinated Notes due 2007.  
The voting agent must receive votes on the Plan no later than
4:00 p.m. ET on July 27, 2007, unless this deadline is extended.
Copies of the Plan and the company's solicitation materials may
be accessed at http://www.kccllc.net/bally. Noteholders seeking  
additional information about the balloting process may contact
Glen Linde of MacKenzie Partners, Inc., the voting agent, at
(212) 929-5500 (Call Collect) or (800) 322-2885 (Toll Free).

The company plans to continue normal club operations during the
solicitation period and throughout the pendency of the
anticipated bankruptcy case.  If the Company does not receive
the necessary votes during the solicitation period, it will need
to evaluate other options, including filing a traditional, non-
prepackaged Chapter 11 case.

The Plan sets out the terms of the reorganization contemplated
in the Restructuring Support Agreement previously announced on
June 18, 2007.  Holders of 63% of the Senior Notes and more than
80% of the Senior Subordinated Notes signed the RSA, which
requires that they vote in favor of the Plan following receipt
of the solicitation materials and subject to certain conditions.  
Implementation of the Plan is conditioned upon, among other
things, receipt of signed consents from 66-2/3% in principal
amount and a majority in number of the holders of Senior Notes
and of the holders of Senior Subordinated Notes who vote on the
Plan.  If the company receives the requisite noteholder
approvals, it will proceed to implement the Plan by promptly
filing a voluntary prepackaged petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code as described in the
solicitation materials.

The company also announced that it has entered into a Backstop
Purchase Agreement with holders of more than 80% of the
principal amount of the Senior Subordinated Notes, in which
those noteholders have agreed to subscribe in the rights
offering to be made pursuant to the Plan for their pro rata
share of US$90 million in principal amount of new senior
subordinated notes and to purchase their respective pro rata
shares of any Rights Offering Senior Subordinated Notes not
subscribed for by other noteholders.  No offering of the Rights
Offering Senior Subordinated Notes will be made through the
solicitation; any such offering will be made only pursuant to
the terms of the Plan, if approved by the bankruptcy court.

Don R. Kornstein, Interim Chairman and Chief Restructuring
Officer, stated, "We are pleased that so many of our noteholders
have expressed support for the Plan and look forward to
executing it and emerging promptly from Chapter 11 protection.  
The restructuring process laid out in the Plan will allow us to
maximize our resources and enhance our capital structure, better
enabling us to invest in our clubs to meet the needs of our
members and thereby facilitate operating performance
improvements."

Copies of the solicitation materials, including the Plan, will
be included as exhibits to a Current Report on Form 8-K that the
company will file with the SEC.

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial  
operator of fitness centers in the U.S., with over 375
facilities located in 26 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain
holders of over 80% in amount of its 9-7/8% Senior Subordinated
Notes due 2007.  The company plans to implement the proposed
restructuring through a pre-packaged Chapter 11 bankruptcy
filing of the parent company, Bally Total Fitness Holding
Corporation, and certain of its subsidiaries.


CKE RESTAURANTS: First Quarter Net Income Down to US$15.4 Mil.
--------------------------------------------------------------
CKE Restaurants Inc. filed its first quarter results on Form
10-Q with the U.S. Securities and Exchange Commission for the
sixteen weeks ended May 21, 2007.

First Quarter Highlights:

    * First quarter income before income taxes and discontinued
      operations was US$26.3 million versus US$27.0 million in
      the prior year quarter.  However, this year's pretax
      income from continuing operations includes an increase of
      US$1.3 million in non-cash share-based compensation
      expense to US$3.1 million, compared to US$1.8 million in
      the prior year quarter.  In addition, this year's pretax
      income from continuing operations includes approximately
      US$1.3 million in costs and startup inefficiencies
      associated with the recently completed relocation of the
      Carl's Jr. food distribution center and the simultaneous
      Installation of a new overall distribution management
      system.

    * First quarter net income was US$15.4 million, or US$0.23
      per diluted share, versus US$16.2 million, or US$0.23 per
      diluted share in the prior year quarter.

    * Same-store sales for the first fiscal quarter of fiscal
      2008 were flat at Carl's Jr.(R) and increased 1.8 percent
      at Hardee's(R) company-operated restaurants.

    * Restaurant operating costs at Carl's Jr. company-operated
      restaurants increased 240 basis points, compared to the
      prior year quarter, to 77.5 percent of company-operated
      revenue.  The increase was primarily due to higher rent
      and depreciation expenses (50 and 60 basis point
      increases, respectively) as well as higher food and
      packaging costs (80 basis points) primarily related to
      relocation and system implementation costs at its
      distribution center.

    * Restaurant operating costs at Hardee's company-operated
      restaurants were flat compared to the prior year quarter,
      at 82.0 percent of company-operated revenue.  Reduced
      labor expense as a percent of company-operated revenue was
      offset by higher food and occupancy expense.

    * Average unit volumes for the trailing thirteen periods
      increased to US$1,461,000 and US$923,000 at
      company-operated Carl's Jr. and Hardee's restaurants,
      respectively.

    * Consolidated revenue for the current year quarter was
      US$481.8 million, a 1.6 percent increase from the prior
      year quarter.

    * The company returned approximately US$86.0 million to its
      stockholders during the quarter through share repurchases
      and quarterly cash dividends, including the repurchase of
      4,380,020 shares of common stock during the quarter at a
      total cost of US$83.3 million and cash dividends paid of
      US$2.7 million.

    * For the sixteen weeks ended May 21, 2007, the company
      generated earnings before interest, taxes, depreciation,
      amortization, facility action charges and share-based
      compensation of US$53.7 million.

    * Fully diluted shares outstanding for the sixteen weeks
      ended May 21, 2007, were 68.2 million.

                       Executive Commentary

Andrew F. Puzder, president and chief executive officer, said,
"Net income for the first quarter of fiscal 2008 was US$15.4
million, or US$0.23 per diluted share as compared to net income
of US$16.2 million or US$0.23 per diluted share in the prior
year quarter.  However, this year's income before income taxes
and discontinued operations was reduced by US$1.3 million due to
increased share-based compensation expense (a non-cash expense)
as well as an additional US$1.3 million due to costs and startup
inefficiencies associated with the recently completed relocation
of the Carl's Jr. food distribution center and the simultaneous
installation of a new overall distribution management system.  
These distribution center costs and startup inefficiencies
negatively impacted food costs and franchise operating expenses
at Carl's Jr."

"Nonetheless, during the quarter, we returned approximately
US$86.0 million to our shareholders through share repurchases
and quarterly cash dividends.  We increased our share repurchase
authorization by US$50 million and announced a 50 percent
increase in our quarterly cash dividend, to six cents per share.  
We also amended our credit facility to reduce our interest rate
on borrowings and to increase our borrowing capacity.  Further,
we announced our plans to refranchise approximately 200 company-
operated Hardee's restaurants in a number of markets across the
Midwest and Southeast.  All of these items reflect our
confidence in the strength of our financial position as well as
our continuing efforts to further enhance our financial strength
and stability."

"Subsequent to the end of the quarter, we announced our plans to
sell La Salsa Fresh Mexican Grill(R).  This transaction will
allow us to direct our resources and focus on growing our burger
brands as well as expanding our dual-branded Mexican concepts.  
We expect to close on the sale of La Salsa during the second
quarter of fiscal 2008."

                            Carl's Jr.

"Same-store sales at company-operated Carl's Jr. restaurants
were flat during the first quarter compared to the prior year's
5.6 percent quarterly increase.  However, sales were positive
again in period five as Carl's Jr. returned to promoting a
popular burger product, the Teriyaki Burger(TM).  Revenues at
company-operated Carl's Jr. restaurants declined US$5.9 million,
or 3.1 percent, from the prior year quarter due to the
refranchising of our Oklahoma market during the prior year,"
continued Mr. Puzder.  "During the quarter, Carl's Jr.
introduced the Buffalo Chicken Sandwich(TM) and Boneless Buffalo
Wings, and promoted the Chipotle Chicken Salad(TM).  Average
unit volume at Carl's Jr. increased to US$1,461,000 -- a
US$21,000 improvement since the end of fiscal 2007 and an all-
time high for the brand."

"Carl's Jr. restaurant operating costs at its company-operated
restaurants increased by 240 basis points over the prior year
quarter, to 77.5 percent of revenue.  The increase was due
primarily to higher rent and depreciation expenses, combined
with the costs and startup inefficiencies associated with the
recently completed relocation of our Carl's Jr. distribution
center and simultaneous installation of a new overall
distribution management system.  Carl's Jr. generated US$21.4
million of operating income during the first quarter, compared
to US$26.7 million in the prior year quarter."

                             Hardee's

"Same-store sales at company-operated Hardee's restaurants
increased 1.8 percent during the first quarter, its fifth
consecutive quarter with positive same-store sales and lapping a
5.6 percent increase in the prior year quarter.  Hardee's
continued this trend with its 20th consecutive period of
positive same-store sales in period five," added Mr. Puzder.  
"Revenue from company-operated Hardee's restaurants increased
US$9.3 million, or 4.9 percent, over the prior year quarter.
Hardee's also featured the Buffalo Chicken Sandwich and Boneless
Buffalo Wings during the quarter, as well as the Big Twin(R) and
Southwest Chicken Salad(TM).  In addition, the brand debuted the
Breakfast Club Sandwich(TM) and promoted the Monster Biscuit(TM)
during the breakfast daypart.  Hardee's average unit volume
increased to US$923,000, a US$7,000 increase since the end of
fiscal 2007 and a ten-year high."

"Hardee's restaurant operating costs at its company-operated
stores were flat compared to the prior year quarter, at 82.0
percent of revenue.  The chain's 90 basis point improvement in
labor costs were offset by higher food commodity and occupancy
expenses.  For the first quarter, Hardee's generated operating
income of US$8.6 million, which is an improvement of
US$1.6 million, or 22.2 percent, over the prior year operating
income of US$7.0 million."

"We will continue to focus on the fundamentals within our
restaurants, including our premium product strategy and 'Six
Dollar Service', effective, cutting edge advertising and cost
control.  Further, we remain confident that these initiatives,
along with the dual-branding and remodel program underway at
both brands will drive sales for both the near- and long-term.  
We will also continue to open new units and expand our dual-
branded concepts throughout our store base," Mr. Puzder
concluded.

As of the end of its fiscal 2008 first quarter, CKE Restaurants,
Inc., through its subsidiaries, had a total of 3,022 franchised,
licensed or company-operated restaurants in 43 states and in 13
countries, including 1,101 Carl's Jr. restaurants and 1,905
Hardee's restaurants.

                    About CKE Restaurants

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
-- http://www.ckr.com-- through its subsidiaries, franchisees  
and licensees, operates some of the most popular U.S. regional
brands in quick-service and fast-casual dining, including the
Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and
Green Burrito(R) restaurant brands.  The company operates 3,131
franchised, licensed or company-operated restaurants in 43
states and in 13 countries -- including Singapore.

                        *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CKE Restaurants.  S&P said the outlook is
stable.


CKE RESTAURANTS: Reports Positive Period Five Same-Store Sales
--------------------------------------------------------------
CKE Restaurants Inc. disclosed period five same-store sales for
the four weeks ended June 18, 2007, for Carl's Jr.(R) and
Hardee's(R).

                      Period 5           Year to Date
      Brand       FY 2008   FY 2007    FY 2008   FY 2007
      -----       -----------------    -------   -------
      Carl's Jr.   +2.8%     +4.7%       +0.5%     +5.4%
      Hardee's     +2.6%     +4.6%       +2.0%     +5.4%
      Blended      +2.7%     +4.7%       +1.3%     +5.4%

Commenting on the Company's performance, Andrew F. Puzder,
president and chief executive officer, said, "We are pleased to
report positive blended same-store sales for period five, as
well as our 20th consecutive period of positive sales for
Hardee's.  Both of our major brands benefited during the period
from successful product introductions supported by our cutting-
edge advertising.  Going forward, we are confident that our
continued focus on customer service initiatives combined with
our remodel and dual-branding programs can continue to generate
near- and long-term sales gains."

"Carl's Jr. introduced the Teriyaki Burger(TM) on May 23, and
began media support for the sandwich that evening on the season
finale episodes of American Idol and Lost.  The sandwich
features an all-beef, charbroiled patty that is dressed with red
onion, tomato, lettuce and mayonnaise, then topped with teriyaki
sauce, melting Swiss cheese, and a juicy slice of DOLE(R)
pineapple that has been grilled on the chain's signature
charbroilers.  In addition, Carl's Jr. debuted its latest flavor
variety of its Hand-Scooped Ice Cream Shakes & Malts(TM) lineup
-- Orangesicle(TM) -- on May 23.  The combination of orange
creme syrup with real vanilla ice cream and milk provides our
guests a delicious way to cool down during the summer months,"
said Mr. Puzder.

"On a two-year cumulative basis, same-store sales at Carl's Jr.
have increased approximately seven and a half percent.  Average
unit volumes for period five were higher than any comparable
period five ever."  Revenue for period five from company-
operated Carl's Jr. restaurants (exclusive of franchise-related
revenue and royalties) was approximately US$46.4 million.

"At Hardee's, the Patty Melt Thickburger(TM) was promoted during
the period.  The chain's authentic take on this American classic
features a 1/3-pound Angus beef patty topped with grilled onions
and melted American cheese between two slices of real grilled
rye bread.  Media support for the product also began on May 23
during the American Idol and Lost season finales.  In addition,
the brand promoted the Breakfast Club Sandwich(TM) during the
breakfast daypart," Mr. Puzder continued. "On a two-year
cumulative basis, Hardee's same-store sales have increased more
than seven percent.  In addition, Hardee's period five average
unit volume was higher than any comparable period five since
1994, which is as far back as we can check."  Revenue for period
five from company-operated Hardee's restaurants (exclusive of
franchise- related revenue and royalties) was approximately
US$50.3 million.

For period five, consolidated revenue from company-operated
restaurants (exclusive of all franchise-related revenue and
royalties) was approximately as follows:

           Carl's Jr.              US$46.4 million
           Hardee's                US$50.3 million
           ----------              ---------------
           Total                   US$96.7 million

Same-store sales results for period six of fiscal year 2008,
ending July 16, 2007, will be reported on or about
July 25, 2007.

As of the end of its fiscal 2008 first quarter ended
May 21, 2007, CKE Restaurants, Inc., through its subsidiaries,
had a total of 3,022 franchised, licensed or company-operated
restaurants in 43 states and in 13 countries, including 1,101
Carl's Jr. restaurants and 1,905 Hardee's restaurants.

                    About CKE Restaurants

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
-- http://www.ckr.com-- through its subsidiaries, franchisees  
and licensees, operates some of the most popular U.S. regional
brands in quick-service and fast-casual dining, including the
Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and
Green Burrito(R) restaurant brands.  The company operates 3,131
franchised, licensed or company-operated restaurants in 43
states and in 13 countries -- including Singapore.

                        *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CKE Restaurants.  S&P said the outlook is
stable.


EMPRESAS ICA: Consortium Gets 30-Year Concession for Highway
------------------------------------------------------------
A consortium headed by Empresas ICA, S.A. de C.V. has won a
30-year concession for the Nuevo Necaxa-Tihuatlan highway in
Puebla and Veracruz, Business News Americas reports, citing an
SCT official.

The official told BNamericas that the group would present an
executive project for the concession in seven months and will
start preliminary works for the project in the next four months.

According to BNamericas, the consortium includes Spanish
companies FCC and Controladora de Operaciones de
Infraestructura.  The group was the sole bidder for the
concession.

Reports say that the concession was for the construction,
operation, maintenance, and conservation of a 36.6-kilometer,
four-lane section of the highway running from Nuevo Necaxa city
in Puebla to the Avila Camacho municipality.  The concession
also covers the operation, maintenance, conservation and
charging of tariffs on the 48.1-kilometer, two-lane section of
the highway from Avila Camacho to Veracruz's Tihuatlan
municipality.

BNamericas relates that construction for the Nuevo Necaxa-Avila
Camacho section would need a total investment of US$1 billion,
as the section will cross the eastern Sierra Madre mountain
range and will include 12 bridges, 13 tunnels, and ramps.

The report states that the consortium will get quarterly
payments from the Mexican government for operating the 84.7-
kilometer stretch, which will be discounted for the amount of
tariffs charged on the Avila Camacho-Tihuatlan section.  

The Nuevo Necaxa-Avila Camacho section will be "toll free."  The
highway will be part of a network linking Veracruz's Tuxpan port
with Mexico City.  It is the final section of the corridor that
must be completed, BNamericas states.

Empresas ICA -- http://www.ica.com.mx/-- the largest
engineering, construction, and procurement company in Mexico,
was founded in 1947.  ICA has completed construction and
engineering projects in 21 countries.  ICA's principal business
units include civil construction and industrial construction.

Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 23, 2006, Standard & Poor's Ratings Services revised its
long-term corporate credit rating on Empresas ICA S.A. de C.V.
to 'BB-' from 'B'.  The ratings were removed from CreditWatch
Positive, where they were placed on April 7, 2006.  S&P said the
outlook was stable.


GLOBAL POWER: Equity Panel Wants Noteholder Claims Determined
-------------------------------------------------------------
The Official Committee of Equity Security Holders in Global
Power Equipment Group Inc. and its debtor-affiliates' Chapter
11 cases asks the U.S. Bankruptcy Court for the District of
Delaware to determine the proper amount of the claims asserted
by the holders of 4.25% Convertible Senior Subordinated Notes
due 2011 issued by the Debtors in a private placement dated
Nov. 23, 2004.

The Equity Committee argues that the noteholders have filed
claims in substantially inflated amounts constituting a major
impediment to orderly plan formulation.

According to the Equity Committee, the noteholders asserted
claims totaling US$84.4 million against the Debtors.  The
noteholders also alleged that they are entitled to unspecified
amounts of pre- and post-petition attorney's fees and post-
petition interest at the default rate of 9.25%.

If the noteholders do claim additional amounts of post-petition
interest at the default rate, the Equity Committee believes
that their asserted claims could be as much as US$91 million,
compared to the Equity Committee's calculation of US$70 million.

The difference, the Equity Committee says, is a huge gap and a
plan gating issue, which needs prompt resolution.  Any delay
would only serve to impede or derail the ability of existing
equity security holders to preserve their substantial economic
stake and could allow noteholders to improperly usurp the
Debtors' equity value.

                Noteholders Prefer Resolution

The noteholders find the Equity Committee's request as a means
to disrupt orderly, ongoing plan negotiations as well as to
single out for litigation one issue out of many significant and
potentially contentious issues affecting the reorganization
prospects of the Debtors.

Specifically, the noteholders contend that the litigation
will multiply professional fees and other costs for all
constituencies, which would be very burdensome given the
modest size of the Debtors' EBITDA of approximately US$25
million per year.

Further, the noteholders emphasize that since the Debtors
first presented an outline of a plan structure, they have been
actively enganged in discussion over all relevant issues,
in the tact understanding that the Debtors and their
enfranchised constituents would be far better served by
resolutions of disputes than by costly litigation and delay.

         Creditors' Panel Wants Litigation Stayed

The Official Committee of Unsecured Creditors asks the
Court to stay the litigation filed by the Equity Committee
arguing that it will not move the case toward a confirmable
plan.

The Creditors' Committee avers that the Equity Committee's
request is designed to increase the Equity Committee's
leverage in critical, ongoing plan negotiations, given that
it only asserted objection to the noteholders' claims
after more than three months since the noteholders filed
them.

The Creditors' Committee concludes that the Equity Committee
knows that full blown litigation over the issue will result
in massive delays and significance costs, which will destroy
value for all economic stakeholders.  "While the threat to
destroy value is often used by out-of-the-money constituents,
the Court should not permit the Equity Committee to seize
control of these cases and thereby destroy value."

        Debtors Say Litigation Should Be Last Resort

The Debtors ask the Court to deny the requested discovery and
trial of the noteholders' claims as "premature" given that
negotiations on the issue have just began.

The Debtors say they agree with the Equity Committee that
resolution of the issue is critical to the Debtors' expeditious
and efficient emergence from Chapter 11.  However, the Debtors
believe that mediation is better alternative to litigation,
hence, litigation should only be resorted to if negotiations
fail.

The Court scheduled a hearing at 10:00 a.m. on July 12, 2007,
to consider the matter.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power  
generation equipment and maintenance services for its customers
in the domestic and international energy, power and
infrastructure and service industries.  The company designs,
engineers and manufactures a range of heat recovery and
auxiliary equipment primarily used to enhance the efficiency and
facilitate the operation of gas turbine power plants as well as
for other industrial and power-related applications.  The
company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma;
Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico;
Shanghai, China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represent the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of US$381,131,000 and total debts
of US$123,221,000.


GRUPO IMSA: Gets US$1.73-Billion Acquisition Offer from Ternium
---------------------------------------------------------------
Grupo Imsa said that Ternium has launched a public offer to buy
up 100% of the company's shares for US$1.73 billion, or US$6.40
per share, Business News Americas reports.

BNamericas relates that the offer period ends on July 23, 2007.

The report says that the Canales Clariond family, who owned 91%
of Grupo Imsa shares, previously agreed to tender their shares
for cash.

Ternium wants to acquire the remaining minority shares through
the public offer, BNamericas states.

                      About Ternium

Ternium consolidates the operations of the steel companies Hylsa
(Mexico), Siderar (Argentina) and Sidor (Venezuela).  Ternium
manages highly-integrated processes to manufacture steel and
value-added products and services.

                    About Grupo IMSA

Headquartered in Mexico, Grupo IMSA, S.A. de C.V. --
http://www.grupoimsa.com/-- is a diversified industrial company
that conducts its business in three segments: steel processing
products, steel and plastic construction products and aluminum
and other related products.  The company's products include
galvanized metal, painted metal, aluminum for construction,
glass fiber and painted laminates.  The company operates through
its wholly owned subsidiary holding companies: IMSA ACERO S.A.
de C.V., IMSATEC S.A. de C.V., and IMSALUM S.A. de C.V.  The
company exports its products to the United States, Canada,
Mexico, Europe and Central and South America.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 11, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Grupo Imsa SAB de CV to
'BB+' from 'BBB' and removed it from CreditWatch, where it was
placed with negative implications on Oct. 2, 2006.  S&P said the
outlook is stable.


HANESBRANDS INC: Will Cut 5,300 Jobs & Close Nine Operations
------------------------------------------------------------
Hanesbrands Inc. said it will slash 5,300 jobs and shut down
nine sewing and assembly operations in five nations, the
Associated Press reports.

According to the AP, the shutdowns will result to the dismissal
of some 5,000 workers in Canada, the US, Mexico, the Dominican
Republic and Puerto Rico.  It will continue lower-cost
operations in Asia and Central America.

The report says that another 350 management and administration
positions will also be cut.

Hanesbrands told the AP that the shutdowns are part of a
restructuring effort aimed at making its business leaner and
more profitable.  The restructuring will cost US$42 million.

Hanesbrands Chief Executive Officer Richard Noll commented to
the AP, "These efforts are a competitive necessity to strengthen
our overall company and its growth opportunities, but we regret
that employees will be affected by losing jobs."

The AP relates that much of the layoffs will be in the Dominican
Republic -- where 2,500 workers will be eradiated -- and in
Mexico, where about 2,200 employees will be dismissed.  

Some 70 jobs will also be cut at the plant in Statesville, North
Carolina, the AP states.

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 India and China.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 8, 2006, Standard & Poor's Ratings Services assigned its
'B-' senior unsecured debt rating to Winston-Salem, North
Carolina-based intimate apparel and activewear maker Hanesbrands
Inc.'s proposed US$500 million senior notes to be issued as a
combination of fixed- and floating-rate notes.




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


* PERU: Gets US$200-Mil. Loan from IDB for Water Resources Mgmt.
----------------------------------------------------------------
Peru has received a US$200 million loan from the Inter-American
Development Bank for a water resources management reform program
in Peru that seeks to increase the efficiency, equity and
sustainability of water use.

The program will support measures designed to pave the way for
the necessary structural, institutional, legal and policy
reforms.  These reforms will be implemented under five different
components:

   -- macroeconomic framework,
   -- national water resources strategy,
   -- institutional framework,
   -- policy framework and
   -- decentralization.

"This operation will set the foundation for integrated water
resource management and provide significant support to the Water
for Everyone Program," said Luis V”ctor Traverso, IDB project
team leader.  "The Government of Per£ has set water as a main
priority and is developing the program Water for Everyone (Agua
para Todos)."

The first component seeks to ensure that the macroeconomic
environment is consistent with the program objectives.

The objective of the National Water Resources Strategy is to
develop a consensus-based, multisector perspective on integrated
water resource management analyses and proposals, in line with
the program objectives.

The institutional framework component will support reform
measures aimed at defining the new duties of the national
authority to be placed in charge of sustainable water resource
use; promote a water-use culture among users and other
stakeholders by raising their awareness of the need to adopt
rational and sustainable practices and attitudes in relation to
water use; and make available an integrated, up-to-date pool of
quantitative and qualitative information on water resources.

The objective of the policy framework component is to establish
the technical, economic, financial, environmental and social
measures needed for efficient integrated water resource
management.  The program will seek to support reforms for the
establishment of water rights, the financing of water resource
management and water quality.

The decentralization component seeks to jump-start reforms
intended to create and strengthen water management capacities
through the transfer of functions and areas of authority to
regional governments.  The program will support the transfer of
major regional water infrastructure facilities, together with
institutional functions and competencies relating to water
resources, to the regional governments.

This 20-year loan will be executed by Peru's Ministry of
Economic Affairs and Finance.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Standard & Poor's Ratings Services assigned its
'BB+' foreign currency credit rating to the Republic of Peru's
(BB+/Stable/B foreign, BBB-/Stable/A-3 local currency sovereign
credit ratings) US$1.24 billion global bond due in 2037 issued
as part of a new liability management operation.




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


ADVANCED CARDIOLOGY: Wants Miguel Carbuccia as Expert Witness
-------------------------------------------------------------
Advanced Cardiology Center Corp. ask the U.S. Bankruptcy Court
for the District of Puerto Rico for permission to engage the
services of Eng. Miguel Carbuccia Rivera as its expert witness.

The Debtor relates to the Court that Mr. Carbuccia has agreed to
prepare an expert report to testify as an witness in the
proceedings of the Debtor's civil case, ISCI 2005-01176 (206).

The Debtors will pay Mr. Carbuccia an hourly rate of $85.

Mr. Carbuccia claims to be a disinterested person since:

     a. he is not a creditor, an equity security holders or
        insiders;

     b. he is not and was not, within two years before the date
        of filing of the bankruptcy petition, a director,
        officer, or employeee of the Debtor; and

     c. he does not have an interest materially adverse to the
        interest of the estate or of any class of creditors or
        equity security holders, by reason of any direct or
        indirect relationship to, connection with, or interest
        in the Debtor.

Mr. Carbuccia can be reached at:

                  P.O. Box 191601
                  Hato Rey Station
                  San Juan, Puerto Rico 00919-1602
                  Telephone: (787) 632-5906

Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp.
filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R.
Case No. 07-00061).  Alexis Fuentes-Hernandez at Fuentes Law
Offices represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between US$10 million and US$50 million.


CENTENNIAL COMMS: Fitch Affirms Junk Rating on Senior Notes
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Centennial
Communications Corp. and its subsidiaries as:

Centennial Communications Corp.:

  -- Issuer default rating (IDR) 'B-';
  -- Senior unsecured notes 'CCC/RR6'.

Centennial Cellular Operating Co. (CCOC):

  -- Issuer default rating (IDR) 'B-';
  -- Senior secured credit facility 'BB-/RR1';
  -- Senior unsecured notes 'B+/RR2';
  -- Senior subordinated notes 'CCC+/RR5'.

The Rating Outlook has been revised to Positive from Stable.  
Approximately US$2 billion of debt securities are affected by
these actions.

The Positive Rating Outlook reflects the improved credit profile
of the company due to CYCL's operating performance improvements
in the U.S. and Puerto Rico and its recent debt reduction
efforts.  Fitch expects CYCL will continue to improve financial
performance during fiscal 2008, which should result in positive
organic revenue growth, higher margins, greater free cash flow
and lower leverage.  Leverage at the end of the third fiscal
quarter 2007 decreased to 5.7 times, proforma for the US$80
million redemption of senior subordinated notes.

The ratings at Centennial incorporate the high leverage and
smaller scale as a regional wireless operator in an exceedingly
competitive operating environment.  Fitch also believes a higher
level of uncertainty and event risk is present with universal
service funding (USF) reform, particularly wireless companies
receiving competitive eligible telecommunications carrier
disbursements.  For CYCL, high-cost support through USF funding
has risen since fiscal 2004 when CYCL collected US$15 million,
to fiscal 2006, when CYCL received approximately US$41 million.  
If the FCC were to implement a proposed cap affecting wireless
disbursements, Fitch believes CYCL could reduce the capital
investment in USF related sites to at least offset a significant
portion of the decrease.

CYCL's liquidity is adequate based on its cash position, undrawn
revolver availability and lack of near-term maturities.  Cash at
the end of the third quarter of FY2007 was US$84 million. CYCL's
senior secured credit facility consists of a seven-year term
loan that matures in 2011 with US$550 million outstanding, with
no annual amortization payments.  The senior secured credit
facility also includes a six-year US$150 million revolving
facility that matures in 2010 that is undrawn. CYCL has minimal
near-term maturities with US$45 million of senior subordinated
notes maturing in December 2008.  Based on the past subordinated
note redemptions of US$100 million in fiscal 2007, Fitch expects
CYCL to redeem the remaining US$45 million over the near-term.
CYCL is limited by a restricted payments basket associated with
its 10.125% notes, which had approximately US$65 million of
availability at the end of the third fiscal quarter, proforma
for the latest note redemption.

Headquartered in Wall, New Jersey, Centennial Communications
Corp. (NASDAQ: CYCL) -- http://www.centennialwireless.com/--  
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 387,500
access lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

At Feb. 28, 2007, the company's balance sheet showed US$1,393
million in total assets, US$2,482.8 million in total
liabilities, and US$3.9 million in minority interest in
subsidiaries, resulting in a US$1,093.7 million total
stockholders' deficit.


NEWCOMM WIRELESS: Wants Until Oct. 31 to Remove Civil Actions
-------------------------------------------------------------
NewComm Wireless Services, Inc., asked the U.S. Bankruptcy Court
for the District of Puerto Rico to extend until Oct. 31, 2007,
the period within which it can remove pending state court civil
actions.

The Debtor has been focused on finalizing the going concern sale
of its businesses, including:

   a) seeking necessary regulatory approvals,
   b) determining its remaining assets and liabilities and
   c) fulfilling its obligations as a debtor-in-possession.

Due to number of involved actions and the variety of claims, the
Debtor needs additional time to decide which, if any, of the
actions to be removed and, if appropriate, transferred to the
District.

                     About NewComm Wireless

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the
Puerto Rico market.  The company is a joint venture between
ClearComm, L.P. and Telefonica Larga Distancia.  The company
filed for chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R.
Case No. 06-04755).  Carmen D. Conde Torres, Esq., at C. Conde
& Assoc. and Peter D. Wolfston, Esq., at Sonnenschein Nath &
Rosenthal LLP represent the Debtor in its restructuring efforts.
Mark J. Wolfson, Esq. at Foley & Lardner LLP and Sergio A.
Ramirez de Arellano, Esq., at Sergio Ramirez de Arrelano Law
Office represent the Official Committee of Unsecured
Creditors.  In its schedules, the Debtor disclosed total assets
of US$111,652,190 and total debts of US$190,695,559.


NEWCOMM WIRELESS: Wants to Reject Lucent Tech Support Agreement
---------------------------------------------------------------
NewComm Wireless Services, Inc., asked the U.S. Bankruptcy Court
for the District of Puerto Rico for permission to reject reject,
as of June 8, 2007, the Operations and Maintenance and Remote
Technical Support Agreement with Lucent Technologies Caribbean
and Latin American Sales, Inc., and Lucent Technlogies
International Sales Ltd.

The Debtor told the Court that prior to its bankruptcy filing,
Lucent provided service to support the Debtor's CDMA (Code
Division Multiple Access) network, which was a critical
component of NewComm's business operations.

The Debtor entered into a Purchase and License Agreement with
Nortel Networks (CALA), Inc., which Nortel performed the work to
build-out and upgrade NewComm's network.

The Debtor believes that after the completion of
the Nortel network, Lucent, as the Debtor's network support
provider, need to be minimized and then eliminated.

By rejecting the agreement, the Debtor says, it will avoid
unnecessary and duplicative charges for services that no longer
provide benefit to the Debtor's estate.

                     About NewComm Wireless

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the
Puerto Rico market.  The company is a joint venture between
ClearComm, L.P. and Telefonica Larga Distancia.  The company
filed for chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R.
Case No. 06-04755).  Carmen D. Conde Torres, Esq., at C. Conde
& Assoc. and Peter D. Wolfston, Esq., at Sonnenschein Nath &
Rosenthal LLP represent the Debtor in its restructuring efforts.
Mark J. Wolfson, Esq. at Foley & Lardner LLP and Sergio A.
Ramirez de Arellano, Esq., at Sergio Ramirez de Arrelano Law
Office represent the Official Committee of Unsecured
Creditors.  In its schedules, the Debtor disclosed total assets
of US$111,652,190 and total debts of US$190,695,559.




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


HILTON: Hires Simon Suarez as Chief Development Representative
--------------------------------------------------------------
Hilton Hotels Corporation has secured the services of Simon
Suarez to serve as Chief Development Representative - Latin
America.  Suarez, a 32-year tourism industry veteran, will lead
the charge to identify multi-unit franchisees in the Caribbean,
Central America and South America.

"Hilton is pleased that Simon has agreed to lend his development
and tourism industry expertise in the Latin American market,"
said Tom Keltner, executive vice president and chief executive
officer - Americas and global brands, Hilton Hotels Corporation.
"Simon's proven business acumen and knowledge of the region will
enable Hilton to expand the presence of our full-service and
focused-service brands in this fast-growing region of the
world."

During his 32-year tenure in the tourism industry, Sim¢n Suarez
has emerged as one of the leaders for the Caribbean region and
has been at the forefront of developing the Dominican Republic's
tourism product from the beginning of his professional career in
1974.  Since 2000 he has been executive vice president of Coral
Hotels and Resorts, S. A., a hotel management and development
company with four upscale all-inclusive leisure hotels, a Hilton
branded luxury business hotel in Santo Domingo and one golf
property in the Dominican Republic.

Prior to his position with Coral Hotels & Resorts, Mr. Suarez
was President of Union Hotelera Dominicana, S. A. From 1988 to
1997, he was President of Occidental Hotels' local operating
company, Occidental Hoteles Dominicana, S. A. His career began
in 1974 at the Central Bank of the Dominican Republic, where he
was integral in liaising the financing of the landmark Puerto
Plata Tourism Project; which gave the initial push to the
current development of Dominican tourism.  For ten years after
leaving the Central Bank he was in the banking industry.

Mr. Suarez's knowledge of the Caribbean product and his interest
and passion for his work has earned him a renowned respect
within the Caribbean hospitality industry, and led to his
Presidency of the Caribbean Hotel Association in June 2002.

Mr. Suarez currently serves as President of the Dominican
Republic's Tourism Promotion Council, a non-profit organization
that channels privately generated funds into tourism promotion.
In addition, Mr. Suarez has held several officer positions on
the board of the National Hotel and Restaurants Association of
the Dominican Republic.

Mr. Suarez holds a Bachelor's degree in Economics from Guilford
College in Greensboro, North Carolina, as well as a Master's
degree in Economics from The American University in Washington,
D.C.  He is married to Mu-Yien Sang, an attorney with practice
in the Dominican Republic, and they have two grown daughters.

             About Hilton Hotels Corporation

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,  
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported on May 1, 2007, Standard & Poor's Ratings Services
said its rating and outlook on Hilton Hotels Corp.
(BB+/Stable/--) would not be affected by the company's
announcement that it has entered into an agreement with Morgan
Stanley Real Estate to sell up to 10 hotels for approximately
US$612 million in proceeds (net of property level debt
repayment, taxes, and transaction costs).  Upon the close of the
transactions, Hilton Hotels plans to use the net proceeds to
repay debt.

Standard & Poor's rating upgrade for Hilton Hotels in March 2007
incorporated the expectation that the company would sell a
meaningful level of additional assets over the near term, which
would likely lead to additional debt reduction.  Still, Standard
& Poor's is encouraged by the expected transaction multiple
related to today's announcement.  If the lodging transaction
market remains strong, enabling Hilton Hotels to generate
substantial proceeds from remaining asset sales, if these
proceeds are used for debt reduction, and if the lodging
environment remains strong, an outlook revision to positive
could be considered as 2007 progresses.  Any movement signaling
the potential for a higher rating will depend on Hilton Hotels's
commitment to maintaining credit measures aligned with higher
ratings over the lodging cycle.

In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006.  Adjusted
debt to EBITDAR has improved to around 5.0x from 6.0x in January
2006.




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


* URUGUAY: State Company to Ink Renewable Contracts with 5 Firms
----------------------------------------------------------------
Uruguayan state-owned power firm UTE's Vice President Pedro De
Aurrecoechea said in a statement that the company will sign
renewable contracts with five firms.

UTE's distributed generation group coordinator Daniel Tasende
told Business News Americas that the three biomass and two wind
power projects will have combined capacity of 33.8 megawatts.

Galofer, Velcemar and Fenirol will sign contracts to supply 10
megawatts, nine megawatts and 8.8 megawatts respectively from
biomass, BNamericas notes, citing Mr. Tasende.  Companies Nuevo
Manatial and Amplin will supply four megawatts and two megawatts
respectively of wind power.

The five projects will be completed by the second quarter of
2008.  They will be constructed in Motevideo, Treinta y Tres,
Rivera, Tacuarembo departments and on the border of Maldonado
and Rocha, UTE said in a statement.  

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, Standard & Poor's Ratings Services revised its
outlook on Uruguay's 'B+' long-term sovereign credit rating to
positive from stable.  The short-term sovereign credit rating
was 'B'.

On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018, at 'B+'.




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


BANCO PROVINCIAL: Fitch Affirms B+ Long-Term Default Rating
-----------------------------------------------------------
Fitch Ratings has changed Spain's Banco Bilbao Vizcaya
Argentaria's Outlook to Positive from Stable.  

The bank's Long-term Issuer Default Rating is affirmed at 'AA-',
Short-term IDR 'F1+', Individual 'A/B' and Support '1'.  The
Support Rating Floor remains at 'A-'.  The change in Outlook
also affects Banco de Credito Local and BBVA Bancomer, whose
Long-term IDRs are directly linked to that of BBVA, the parent
bank.  A high degree of integration of BCL within BBVA has led
Fitch to affirm and simultaneously withdraw BCL's Individual
rating of 'A/B'.

The foreign currency ratings and any rating action on BBVA and
its subsidiaries are listed at the conclusion of this
announcement.

"The change in Outlook reflects Fitch's view that BBVA will
maintain its consistently robust profitability, a strong retail
franchise in its core markets of Spain and Mexico, healthy asset
quality and adequate capital adequacy, as well as its rising
geographical and business diversification," says Cristina
Torrella, Director of Fitch's Financial Institutions group.

Strategic acquisitions announced in 2006 and Q107, the most
significant being a full stake in Compass Bancshares Inc (a
universal bank mainly present in the southern US with assets of
US$34.2 billion) and minority stakes in two subsidiaries of
China's CITIC Group, should help BBVA to diversify
geographically and seek business opportunities in new markets.  
"However, BBVA will be challenged to manage integration risks
should the acquisition of Compass materialize and raise capital
levels to compensate for the goodwill involved," adds Ms.
Torrella.

Should BBVA maintain its solid performance and healthy asset
quality in the medium-term, improve capital levels after the
acquisition of Compass while integrating this successfully and
prudently manage recent strong retail loan growth in Latin
America, the Long-term IDR is likely to be upgraded.  Downside
risk may arise if a severe economic downturn in Spain and/or
Mexico occurs, which Fitch views as unlikely in the medium-term.

BBVA's operating profitability has been robust and compares well
internationally.  Its profitability is mostly driven by its
recurring earnings-generating capacity, particularly in Spain
and Mexico, which Fitch views as sustainable.  This has been
largely based on its strong retail franchises, active cross-
selling, tight cost control and good economic conditions in its
core markets. Despite acquisitions, some earnings concentration
in Mexico (33% of group attributable profits in Q107 excluding
one-off capital gains) is expected to remain.

While risks in Latin America raise BBVA's overall risk profile,
it is well-controlled and subject to group risk management
policies.  At end-Q107, assets in Latin America comprised 19.5%
of the group's total, 65% of which were in Mexico through BBVA
Bancomer.  Fitch takes comfort from Mexico's improved economic
and banking conditions.  However, recent growth will have to be
tested in a slower economic environment. BBVA's impaired/total
loans ratio was 0.84% at end-Q107 (cover: 263%).  Loan
impairment charges are largely linked to the build-up of generic
reserves, which totalled a high EUR5bn at end-Q107.

An extensive branch network provides a stable retail deposit
base, which, together with varied access to capital markets,
supports good liquidity.  BBVA is financing recent acquisitions
with a mixture of a share capital increase, capital gains from
the sale of equity stakes and retained earnings. Around EUR5bn
goodwill from Compass will reduce BBVA's core capital ratio to
below 6% from 6.2% at end-2006 -- a level that BBVA's management
views as adequate -- although it expects to resolve this by end-
2008 largely via retained earnings.  Sizeable generic loan
impairment reserves, a robust risk management framework and
EUR3.6 billion unrealized capital gains from equity investments
at end-March 2007 provide comfort.

BBVA is Spain's second-largest banking group (among the 20
largest in Europe by assets).  As in Spain, its business in
Latin America focuses on retail and corporate banking, as well
as on insurance, investment and pension fund management

The foreign currency ratings and actions taken today on BBVA and
its subsidiaries are:

  Banco Bilbao Vizcaya Argentaria

  -- Long-term IDR affirmed at 'AA-' Positive Outlook
  -- Senior unsecured rating affirmed at 'AA-'
  -- Subordinated debt affirmed at 'A+'
  -- Preferred stock affirmed at 'A'
  -- Short-term IDR affirmed at 'F1+'
  -- Individual rating affirmed at 'A/B'
  -- Support rating affirmed at '1'

  Banco de Credito Local de Espana

  -- Long-term IDR affirmed at 'AA-' Positive Outlook
  -- Senior unsecured rating affirmed at 'AA-'
  -- Subordinated debt affirmed at 'A+'
  -- Short-term IDR affirmed at 'F1+'
  -- Individual rating affirmed at 'A/B' and withdrawn
  -- Support rating affirmed at '1'

  BBVA Bancomer

  -- Long-term IDR affirmed at 'A-' Positive Outlook
  -- Subordinated debt affirmed at 'BBB+'
  -- Short-term IDR affirmed at 'F2'
  -- Individual rating affirmed at 'B/C'
  -- Support rating affirmed at '1'

  BBVA - Banco Continental

  -- Long-term IDR affirmed at 'BBB-' Stable Outlook
  -- Short-term IDR affirmed at 'F3'
  -- Individual rating affirmed at 'C/D'
  -- Support rating affirmed at '2'

  Banco Provincial

  -- Long-term IDR affirmed at 'B+' Negative Outlook
  -- Short-term IDR affirmed at 'B'
  -- Individual rating affirmed at 'D'
  -- Support rating affirmed at '5'

  BBVA Banco Frances

  -- Individual rating affirmed at 'D'
  -- Support rating affirmed at '5'

BBVA Banco Provincial, S.A., is a general commercial bank based
in Venezuela.  The Bank is a subsidiary of the Spanish BBVA
group.  BBVA Banco Provincial offers a range of financial
products and services marketed at both individuals and
businesses.  The Bank's products include El Libretazo Club,
credit cards, bankers draughts in dollars for credit cards,
integrated debit cards, checking accounts, saving accounts,
deposit accounts, investment vehicles, mutual funds, mortgages,
credit for vehicles, insurance, financial leasing, international
trading facilities, investment banking, cash management, all
types of financial consultancy and payment services. The Bank
operates the Provinet, Personas, VIP and Empresas brand online
banking services, in addition to banking services via cellular
telephone and landlines.


CITGO PETROLEUM: Guilty of Environmental Crimes
-----------------------------------------------
A federal jury in Texas has ruled that Citgo Petroleum Corp. is
guilty of environmental crimes, Agence France-Presse reports,
citing the U.S. Justice Department.

The justice department said in a statement that Citgo
Petroleum's Corpus Christi East Plant violated the Clean Air Act
when it failed to install and run proper emissions control
equipment on two open-top tanks for almost a decade.

For two criminal violations of the act, Citgo Petroleum is fined
up to US$500,000 for each count, which is twice the profits it
made since the violations were first detected.  Sentencing is
due on Oct. 18, the AFP states.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela 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.

                        *     *     *

Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp. in Feb. 14, 2006.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.
Fitch also rates the company's US$1.15 billion senior secured
revolving credit facility maturing in 2010 at 'BB+', its US$700
million secured term-loan B maturing in 2012 at 'BB+', and its
senior secured notes at 'BB+'.


HAMACA HOLDING: Moody's Lowers Ratings to B2 from B1
----------------------------------------------------
Moody's Investors Service downgraded the ratings of
Corpoguanipa, S.A., Hamaca Holding LLC (together the Hamaca
project), Petrozuata Finance Inc., and Sincrudos de Oriente
SINCOR, C.A. to B2 from B1.  In addition, the ratings have been
placed under review for further downgrade.  The downgrades
follow the announcement yesterday of the impending assumption of
majority ownership of the projects by Petroleos de Venezuela
(PDVSA, rated B1), the Venezuelan state-owned oil company.  The
Hamaca, Petrozuata, and SINCOR projects are all integrated extra
heavy crude oil projects located in Venezuela's Orinoco belt.  
Until now, all three projects have been majority-owned by
foreign oil companies.

The government had given yesterday as the deadline for the
foreign oil companies to agree to terms regarding compensation
and the revised ownership structure.  The terms of compensation
offered to the foreign oil companies for the portion of their
interests in the projects being acquired by PDVSA have not been
resolved or made public, but it is Moody's expectation that they
will be well below market value.  TOTAL S.A. and Statoil ASA,
part-owners in SINCOR, and Chevron, a minority owner in Hamaca,
have reportedly signed memoranda of understanding with the
government which would provide PDVSA with at least a 60% stake
in the respective projects.  However, ConocoPhillips, part-owner
of Hamaca and majority-owner of Petrozuata, and ExxonMobil,
part-owner of Cerro Negro (rated B3 under review for possible
downgrade following a declaration of a prospective event of
default by the Trustee), have refused to sign any agreements
with PDVSA, apparently preferring instead to seek to bring the
Venezuelan government to international arbitration subject to
oversight of the World Bank.  The Venezuelan government is
expected to unilaterally expropriate their interests.

The government has indicated in public statements that the
projects in their new form as empresas mixtas will continue to
be responsible for, and will service, their respective debt
obligations.  The terms of the debt and the offtake agreements
provide strong lender protection by requiring that all sales
revenues be deposited pursuant to irrevocable payment
instructions in an independently-administered off-shore account,
from which debt service is paid prior to the release of any
equity distributions or dividends.  Distributions may also be
restricted under certain circumstances and Moody's notes that
substantial amounts have accumulated is some of these accounts.
However, we remain concerned about scenarios that could evolve
in the future as the projects operate under majority PDVSA
control including circumvention of debt terms and structural
protections.  The government has other means of diverting
cashflows from lenders as well -- for instance, it recently
assessed ConocoPhillips with a bill for USUS$465 million in
unpaid taxes related to its ownership interest in Petrozuata,
for which there has been no clear explanation.  PDVSA's
acquisition of the project notwithstanding, the government may
still seek to collect these taxes from the project.  These taxes
could potentially be payable prior to debt service. This is just
the latest in a series of tax and royalty increases the
government has imposed on the projects.

The downgrade also reflects concerns that even if the projects
continue to service their debt in a timely manner, there is
significantly increased refinancing risk in Moody's opinion.  
Two of the projects face significant bullet maturities which
will require refinancing as early as 2009.  Under the current
circumstances, it is uncertain whether and under what terms the
projects will be able to successfully refinance their debt.
Furthermore, while the shares of the foreign participants in the
projects are pledged to lenders as collateral, those of PDVSA
are not.  As a result of the ownership transfer, lenders will
effectively be dispossessed of a significant portion of their
security.  Barring a waiver from the lenders, the change-of-
control and equity transfers to PDVSA are likely to be deemed
technical events of default, which would give rise to
acceleration rights.

The review will consider whether technical events of default are
declared, how quickly they can be cured and what the likely
consequences of a failure to cure are, as well as any
clarifications on the intentions of the government regarding
repayment of the debt and circumstances specific to each
individual project.

Petrozuata, Cerro Negro, Sincor and Hamaca are all domiciled in
Venezuela and are key to the development of the Orinoco Basin's
extra heavy crude oil reserves.  Debt holders rely solely on the
ability of each project to generate sufficient cash flow from
operations to meet scheduled debt service.  Revenues are largely
derived from the sale of Syncrude exports.

Petrozuata is owned 50.1% by a ConocoPhillips subsidiary and
49.9% by a PDVSA subsidiary.

Cerro Negro is owned 41.67% by an ExxonMobil subsidiary, 41.67%
by a PDVSA subsidiary and 16.67% by a BP subsidiary.

Sincor is owned 47% by a TOTAL subsidiary, 38% by a PDVSA
subsidiary and 15% by a Statoil subsidiary.

Hamaca is owned 40% by a ConocoPhillips subsidiary, 30% by a
ChevronTexaco subsidiary, and 30% by a PDVSA subsidiary.


PETROLEOS DE VENEZUELA: Compensating PetroCanada for La Ceiba
-------------------------------------------------------------
Venezuelan state-owned oil company Petroleos de Venezuela SA
will grant PetroCanada compensation for its stake in the La
Ceiba project, Business News Americas reports, citing a
PetroCanada spokesperson.

BNamericas says that La Ceiba is PetroCanada's sole asset in
Venezuela.  PetroCanada held 50% of La Ceiba, while ExxonMobil
owns the rest.

The spokesperson told BNamericas that PetroCanada will withdraw
its operations in Venezuela.

"We reached the decision as a company not to migrate the
contract.  In parallel, we have been talking with the
authorities in Venezuela and have reached an agreement," the
spokesperson commented to BNamericas.

According to BNamericas, Petroleos de Venezuela gave
international oil firms operating in the Orinoco heavy crude
belt until June 26, 2007, to define shareholding structures that
would grant Petroleos de Venezuela at least 60% control of their
joint ventures.

PetroCanada told BNamericas that the specifics of the project
made the company's departure less complicated than other oil
firms operating in Venezuela.

"To put it into context, this is a non-producing asset and it
was still under development.  I suppose it was simpler for
PetroCanada [to leave] than for some of the other companies,"
the spokesperson commented to BNamericas.

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

As reported on March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


PETROZUATA FINANCE: Moody's Lower Ratings Due to Nationalization
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of
Corpoguanipa, S.A., Hamaca Holding LLC (together the Hamaca
project), Petrozuata Finance Inc., and Sincrudos de Oriente
SINCOR, C.A. to B2 from B1.  In addition, the ratings have been
placed under review for further downgrade.  The downgrades
follow the announcement of the impending assumption of majority
ownership of the projects by Petroleos de Venezuela (PDVSA,
rated B1), the Venezuelan state-owned oil company. The Hamaca,
Petrozuata, and SINCOR projects are all integrated extra heavy
crude oil projects located in Venezuela's Orinoco belt.  Until
now, all three projects have been majority-owned by foreign oil
companies.

The government had given yesterday as the deadline for the
foreign oil companies to agree to terms regarding compensation
and the revised ownership structure.  The terms of compensation
offered to the foreign oil companies for the portion of their
interests in the projects being acquired by PDVSA have not been
resolved or made public, but it is Moody's expectation that they
will be well below market value.  TOTAL S.A. and Statoil ASA,
part-owners in SINCOR, and Chevron, a minority owner in Hamaca,
have reportedly signed memoranda of understanding with the
government which would provide PDVSA with at least a 60% stake
in the respective projects.  However, ConocoPhillips, part-owner
of Hamaca and majority-owner of Petrozuata, and ExxonMobil,
part-owner of Cerro Negro (rated B3 under review for possible
downgrade following a declaration of a prospective event of
default by the Trustee), have refused to sign any agreements
with PDVSA, apparently preferring instead to seek to bring the
Venezuelan government to international arbitration subject to
oversight of the World Bank.  The Venezuelan government is
expected to unilaterally expropriate their interests.

The government has indicated in public statements that the
projects in their new form as empresas mixtas will continue to
be responsible for, and will service, their respective debt
obligations.  The terms of the debt and the offtake agreements
provide strong lender protection by requiring that all sales
revenues be deposited pursuant to irrevocable payment
instructions in an independently-administered off-shore account,
from which debt service is paid prior to the release of any
equity distributions or dividends.  Distributions may also be
restricted under certain circumstances and Moody's notes that
substantial amounts have accumulated is some of these accounts.
However, S&P remains concerned about scenarios that could evolve
in the future as the projects operate under majority PDVSA
control including circumvention of debt terms and structural
protections.  The government has other means of diverting
cashflows from lenders as well -- for instance, it recently
assessed ConocoPhillips with a bill for US$465 million in unpaid
taxes related to its ownership interest in Petrozuata, for which
there has been no clear explanation.  PDVSA's acquisition of the
project notwithstanding, the government may still seek to
collect these taxes from the project.  These taxes could
potentially be payable prior to debt service.  This is just the
latest in a series of tax and royalty increases the government
has imposed on the projects.

The downgrade also reflects concerns that even if the projects
continue to service their debt in a timely manner, there is
significantly increased refinancing risk in Moody's opinion.  
Two of the projects face significant bullet maturities, which
will require refinancing as early as 2009.  Under the current
circumstances, it is uncertain whether and under what terms the
projects will be able to successfully refinance their debt.  
Furthermore, while the shares of the foreign participants in the
projects are pledged to lenders as collateral, those of PDVSA
are not.  As a result of the ownership transfer, lenders will
effectively be dispossessed of a significant portion of their
security.  Barring a waiver from the lenders, the change-of-
control and equity transfers to PDVSA are likely to be deemed
technical events of default, which would give rise to
acceleration rights.

The review will consider whether technical events of default are
declared, how quickly they can be cured and what the likely
consequences of a failure to cure are, as well as any
clarifications on the intentions of the government regarding
repayment of the debt and circumstances specific to each
individual project.

Petrozuata, Cerro Negro, Sincor and Hamaca are all domiciled in
Venezuela and are key to the development of the Orinoco Basin's
extra heavy crude oil reserves.  Debt holders rely solely on the
ability of each project to generate sufficient cash flow from
operations to meet scheduled debt service.  Revenues are largely
derived from the sale of Syncrude exports.

Petrozuata is owned 50.1% by a ConocoPhillips subsidiary and
49.9% by a PDVSA subsidiary.

Cerro Negro is owned 41.67% by an ExxonMobil subsidiary, 41.67%
by a PDVSA subsidiary and 16.67% by a BP subsidiary.

Sincor is owned 47% by a TOTAL subsidiary, 38% by a PDVSA
subsidiary and 15% by a Statoil subsidiary.

Hamaca is owned 40% by a ConocoPhillips subsidiary, 30% by a
ChevronTexaco subsidiary, and 30% by a PDVSA subsidiary.


SINCOR: Nationalization Cues Moody's to Lower Ratings
-----------------------------------------------------
Moody's Investors Service downgraded the ratings of
Corpoguanipa, S.A., Hamaca Holding LLC (together the Hamaca
project), Petrozuata Finance Inc., and Sincrudos de Oriente
SINCOR, C.A. to B2 from B1.  In addition, the ratings have been
placed under review for further downgrade.  The downgrades
follow the announcement yesterday of the impending assumption of
majority ownership of the projects by Petroleos de Venezuela
(PDVSA, rated B1), the Venezuelan state-owned oil company.  The
Hamaca, Petrozuata, and SINCOR projects are all integrated extra
heavy crude oil projects located in Venezuela's Orinoco belt.
Until now, all three projects have been majority-owned by
foreign oil companies.

The government had given yesterday as the deadline for the
foreign oil companies to agree to terms regarding compensation
and the revised ownership structure.  The terms of compensation
offered to the foreign oil companies for the portion of their
interests in the projects being acquired by PDVSA have not been
resolved or made public, but it is Moody's expectation that they
will be well below market value.  TOTAL S.A. and Statoil ASA,
part-owners in SINCOR, and Chevron, a minority owner in Hamaca,
have reportedly signed memoranda of understanding with the
government which would provide PDVSA with at least a 60% stake
in the respective projects.  However, ConocoPhillips, part-owner
of Hamaca and majority-owner of Petrozuata, and ExxonMobil,
part-owner of Cerro Negro (rated B3 under review for possible
downgrade following a declaration of a prospective event of
default by the Trustee), have refused to sign any agreements
with PDVSA, apparently preferring instead to seek to bring the
Venezuelan government to international arbitration subject to
oversight of the World Bank.  The Venezuelan government is
expected to unilaterally expropriate their interests.

The government has indicated in public statements that the
projects in their new form as empresas mixtas will continue to
be responsible for, and will service, their respective debt
obligations.  The terms of the debt and the offtake agreements
provide strong lender protection by requiring that all sales
revenues be deposited pursuant to irrevocable payment
instructions in an independently-administered off-shore account,
from which debt service is paid prior to the release of any
equity distributions or dividends. Distributions may also be
restricted under certain circumstances and Moody's notes that
substantial amounts have accumulated is some of these accounts.
However, S&P remains concerned about scenarios that could evolve
in the future as the projects operate under majority PDVSA
control including circumvention of debt terms and structural
protections.  The government has other means of diverting
cashflows from lenders as well -- for instance, it recently
assessed ConocoPhillips with a bill for US$465 million in unpaid
taxes related to its ownership interest in Petrozuata, for which
there has been no clear explanation.  PDVSA's acquisition of the
project notwithstanding, the government may still seek to
collect these taxes from the project.  These taxes could
potentially be payable prior to debt service.  This is just the
latest in a series of tax and royalty increases the government
has imposed on the projects.

The downgrade also reflects concerns that even if the projects
continue to service their debt in a timely manner, there is
significantly increased refinancing risk in Moody's opinion.  
Two of the projects face significant bullet maturities, which
will require refinancing as early as 2009.  Under the current
circumstances, it is uncertain whether and under what terms the
projects will be able to successfully refinance their debt.
Furthermore, while the shares of the foreign participants in the
projects are pledged to lenders as collateral, those of PDVSA
are not. As a result of the ownership transfer, lenders will
effectively be dispossessed of a significant portion of their
security.  Barring a waiver from the lenders, the change-of-
control and equity transfers to PDVSA are likely to be deemed
technical events of default, which would give rise to
acceleration rights.

The review will consider whether technical events of default are
declared, how quickly they can be cured and what the likely
consequences of a failure to cure are, as well as any
clarifications on the intentions of the government regarding
repayment of the debt and circumstances specific to each
individual project.

Petrozuata, Cerro Negro, Sincor and Hamaca are all domiciled in
Venezuela and are key to the development of the Orinoco Basin's
extra heavy crude oil reserves.  Debt holders rely solely on the
ability of each project to generate sufficient cash flow from
operations to meet scheduled debt service.  Revenues are largely
derived from the sale of Syncrude exports.

Petrozuata is owned 50.1% by a ConocoPhillips subsidiary and
49.9% by a PDVSA subsidiary.

Cerro Negro is owned 41.67% by an ExxonMobil subsidiary, 41.67%
by a PDVSA subsidiary and 16.67% by a BP subsidiary.

Sincor is owned 47% by a TOTAL subsidiary, 38% by a PDVSA
subsidiary and 15% by a Statoil subsidiary.

Hamaca is owned 40% by a ConocoPhillips subsidiary, 30% by a
ChevronTexaco subsidiary, and 30% by a PDVSA subsidiary.



                          ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
delos Santos, and Christian Toledo, Editors.

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

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

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

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


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