TCRLA_Public/070710.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

            Tuesday, July 10, 2007, Vol. 8, Issue 135

                          Headlines

A R G E N T I N A

ARINC INC: Six Airlines to Sell Over 90% of Shares to Carlyle
ARINC: Purchase Deal with Carlyle Cues Moody's to Review Ratings
BANCO DE GALICIA: Seeks 30-Day Extension for Capital Raise
CENTRO DEL FREEZER: Proofs of Claim Must be Filed by Aug. 30
CLORCHEMICAL SA: Seeks Reorganization OK in Buenos Aires Court

DANA CORP: Discloses USW-UAW Settlement Pact; Centerbridge Deal
DELTA AIR: Signs Pact Selling ARINC Stake to Carlyle
GLASOR SA: Proofs of Claim Verification Is Until Sept. 21
BAUSCH & LOMB: Receives Merger Proposal from Advanced Medical
HUNTSMAN CORP: Board Says Hexion Deal Superior to Basell Pact

LAS MARTAS: Seeks Reorganization Approval in Buenos Aires Court
MAMISON SA: Proofs of Claim Verification Deadline Is Sept. 7
PRODUCTOS SOLVAR: Proofs of Claim Verification Ends on Sept. 17
TRANSPORTES NICOLITA: Seeks Reorganization Approval

* ARGENTINA: Gets Bolivian Gas to Help Alleviate Energy Crisis


B A H A M A S

TEEKAY CORP: S&P Confirms BB+ Long-Term Corporate Credit Rating


B E L I Z E

CONTINENTAL AIRLINES: Selling ARINC Stake to Carlyle

* BELIZE: Has Up to Five Vacant Oil Blocks, Says Pedro Cho


B E R M U D A

BELL ATLANTIC: Final General Meeting Is Set for July 10
BLUE TERCEL: Sets Final General Meeting for July 16
BMS ALPHA: Proofs of Claim Filing Is Until July 11
SCOTTISH RE: Names Duncan Hayward as Interim Accounting Officer
SEA CONTAINERS: Court Approves US$176.5 Million DIP Financing


B O L I V I A

PRIDE INTERNATIONAL: Capital One Reaffirms Buy Rating on Firm

* BOLIVIA: Diverting Some of Brazil's NatGas Supply to Argentina


B R A Z I L

AMR CORP: Unit Sells 30% ARINC Stake to Carlyle for US$194 Mil.
BANCO ABC: Expects To Raise BRL699 Million from Share Offering
BANCO CRUZEIRO: Credit Suisse Buys 7% Stake
BANCO NACIONAL: Approves BRL194.5-Million Loan to Berneck
HEXION SPECIALTY: Gets Huntsman Board's Support on Buy Offer

PETROLEO BRASILEIRO: Lehman Bros. Maintains Equal Weight Rating
PETROLEO BRASILEIRO: Will Get P-53 Platform Hull by Aug. 30

* BRAZIL: Allows Diversion of NatGas Supply to Argentina


C A Y M A N   I S L A N D S

BAILEY COATES: Proofs of Claim Filing Ends on July 27
BT BRAM: Proofs of Claim Must be Filed by July 27
BT INVESTMENTS: Proofs of Claim Filing Is Until July 27
BT YOSEMITE: Proofs of Claim Must be Filed by July 27
DEUTSCHE AOTEAROA: Proofs of Claim Filing Deadline Is July 27

ENRON INT'L (1997 LTD): Final Shareholders Meeting on July 26
ENRON INT'L BRAZIL: Sets Final Shareholders Meeting for July 26
ENRON INT'L (INVESTMENTS): Last Shareholders Meeting Is July 26
F GLOBAL: Proofs of Claim Filing Is Until July 27
FAIRFIELD TRAFALGAR: Last Shareholders Meeting Is on July 26

FAIRFIELD TRAFALGAR FUND: Last Shareholders Meeting Is July 26
GREENFIELDS FOODS: Sets Final Shareholders Meeting for July 26
KOCH INVESTMENT: Final Shareholders Meeting Is on July 26
PANCRAS LIMITED: Sets Final Shareholders Meeting for July 26
SINO CITY: Will Hold Final Shareholders Meeting on July 26


C O L O M B I A

BANCOLOMBIA: Aims COP200B in Loan Issue from Mortgage Scheme
ECOPETROL: Converts Almost 24,000 Vehicles To Run on NatGas
ECOPETROL: Won't Work with Petrobras in Cartagena Project
PETROLEO BRASILEIRO: Fails To Ink Working Accord with Glencore
SOLUTIA INC: Recorded Claims Transfers as of July 2

SWIFT & CO: Cash Tender Offer Is Until Today
SWIFT & CO: S&P Puts B- Rating on J&F's US$600-Million Notes


C O S T A   R I C A

BANCO GENERAL: Launches Operations in Costa Rica
HILTON HOTELS: AG Edwards Downgrades Firm's Shares to Sell
HILTON HOTELS: Shares Up 37% to US$45.71
US AIRWAYS: Inks Agreement Selling ARINC Stake to Carlyle


D O M I N I C A N   R E P U B L I C

ALCATEL-LUCENT: Working with Softbank Mobile


E C U A D O R

PETROLEO BRASILEIRO: Denies Business Irregularities in Ecuador


G U A T E M A L A

IMAX CORP: Expects to File Annual Report Before Aug. 1

* GUATEMALA: S&P Revises Outlook To Positive from Stable


M E X I C O

ALERIS INT'L: Will Pay US$194 Million to Acquire Wabash Alloys
AXTEL SAB: Launches Operations in Xalapa, Veracruz
BALLY TOTAL: Board Receives Alternate Chapter 11 Plan Offer
CARDTRONICS INC: 7-Eleven ATM Buy Prompts S&P to Affirm Rating
CARDTRONICS INC: Plans to Offer US$125 Million of Senior Notes

CROWN HOLDINGS: Fitch Affirms Issuer Default Rating at B+
CINEMARK HOLDINGS: Names Three New Members to Board of Directors
EMPRESAS ICA: Consortium Wins 20-Year Concession for Rioverde
GENERAL MOTORS: Bear Stearns Puts Peer Perform Rating on Shares
JOAN FABRICS: Court Okays Sale of All Assets for US$29 Million

UNITED AIR: Unit Expects US$40 Mil. Gain in Sale of ARINC Stake
U.S. STEEL: Reports Management Changes in Three US Facilities


P A N A M A

* PANAMA: Cancels La Soledad's Hydroelectric Concession Request


P U E R T O   R I C O

ADVANCED MEDICAL: Moody's Retains Review on Low B Ratings
DORAL FINANCIAL: ISS Urges Vote for US$610-Million Investment
MAIDENFORM BRANDS: S&P Rates US$150-Million Financing at BB+
NEW HORIZONS: Secures US$4 Million Preferred Stock Financing


T R I N I D A D   &   T O B A G O

DIGICEL GROUP: Discloses Senior Promotions in Latin America


U R U G U A Y

NAVIOS MARITIME: Launches Exchange Offer on 9-1/2% Senior Notes


V E N E Z U E L A

NORTHWEST AIRLINES: Distributes Cash & 401(K) Contributions
NORTHWEST AIRLINES: Selling ARINC Stake to Carlyle
PETROLEOS DE VENEZUELA: Seeks To Control Oil Spill in Paria

* BOND PRICING: For the Week July 2 to July 6, 2007
* Large Companies with Insolvent Balance Sheets


                          - - - - -


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


ARINC INC: Six Airlines to Sell Over 90% of Shares to Carlyle
-------------------------------------------------------------
Six U.S. airlines, holding more than 90% of Arinc Inc., have
agreed to sell their respective stakes to affiliates of The
Carlyle Group, The Wall Street Journal reported Friday.

The airline consortium includes:

    * AMR Corp.'s American Airlines,
    * UAL Corp.'s United Airlines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

Under the agreement, which is expected to close before
Oct. 31, 2007, the airlines will sell their stake to Radio
Acquisition Corp., a Carlyle affiliate.  WSJ relates that the
deal is expected to generate as much as US$1 billion.

The financial details of the agreement weren't disclosed, the
report adds, citing an Arinc spokeswoman.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                       About ARINC Inc.

ARINC Inc. \u2013- http://www.arinc.com/-- provides  
communications and IT services to the global aviation industry
and the U.S. military and other government agencies.  The
company has locations in Argentina Germany, Spain, China, Japan,
Taiwan, Thailand and Singapore, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 9, 2007, Standard & Poor's Ratings Services revised its
CreditWatch implications on the 'BB' corporate credit rating and
other ratings on ARINC Inc. to negative from developing.  
According to S&P, "[t]he revision follows the announcement that
ARINC will be sold to the Carlyle Group."


ARINC: Purchase Deal with Carlyle Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service is reviewing the ratings of ARINC Inc.
for possible downgrade in response to the announcement that the
Carlyle Group has entered into an agreement to purchase Arinc
Incorporated from the consortium of airlines.  ARINC has a
Corporate Family Rating of Ba3.

Moody's review will focus on the impact the proposed transaction
will have on the entity's future capital structure, financial
strategy and credit metrics.  The review will also assess the
degree to which the company's operating strategy will be able to
sustain earnings, cash flow generation and liquidity to support
the new capital structure, which may be comprised of
significantly more debt.  The current debt is primarily composed
of bank debt -- a revolving line of credit and a term loan B.
Moody's expects that ARINC's existing bank credit facility will
be repaid upon close.  If the bank debt is redeemed in its
entirety, Moody's will withdraw all ratings at the close of the
transaction, expected late in the third quarter.

On Review for Possible Downgrade:

Issuer: ARINC Incorporated

  -- Probability of Default Rating, Placed on Review for
     Possible Downgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently 48 - LGD3

Outlook Actions:

Issuer: ARINC Incorporated

  -- Outlook, Changed To Rating Under Review From Stable

Annapolis, Maryland-based, ARINC Inc. -- http//www.arinc.com/ --
provides data link systems and voice and data network services
in Latin America and the Caribbean.  The company operates over
50 ground stations, provides full satellite coverage, and
receives over 10 million customer-transmitted messages per month
from Latin America.


BANCO DE GALICIA: Seeks 30-Day Extension for Capital Raise
----------------------------------------------------------
Banco de Galicia said in a filing with the local stock exchange
Bolsa de Comercio that it has once again asked the central bank
for a 30-day extension to complete its planned capital increase.

Business News Americas relates that a Buenos Aires judge
dismissed in June 2007 a previous court ruling that had blocked
the transaction due to two lawsuits filed by investment vehicles
Lagarcue and Theseus, which have shares in Galicia.

Banco de Galicia told BNamericas that it sought for a
postponement as the appeals were still being analyzed.

According to BNamericas, the preferential subscription period
was initially set to run from May 31 through June 11.  It has
been postponed by Banco de Galicia as it was appealing the
court's decision.

BNamericas notes that Banco Galicia will issue up to 100 million
B class shares at a nominal value of 1 peso each through cash or
bonds maturing 2010, 2014 and 2019.

Parent firm Grupo Financiero Galicia would subscribe bonds for
about US$100 million, BNamericas states.

Headquartered in Buenos Aires, Argentina, Banco de Galicia y
Buenos Aires SA -- http://www.e-galicia.com/-- is an  
Argentinean private bank that is engaged in commercial banking,
providing general banking services to large corporations, small
and medium-sized companies, agricultural and cattle farms and
individuals.  The company controls an extensive and diverse
network of subsidiaries, which include Banco Galicia Uruguay SA,
Galicia Capital Markets SA, Galicia Factoring y Leasing SA, Agro
Galicia SA, Galicia Administradora de Fondos SA, Galicia Valores
SA, Galicia Warrants SA, Net Investments SA, Sudamericana
Holding SA and Tarjetas Regionales SA.  Through its subsidiaries
the company offers accounting, investment and insurance
services, loans, checks and debit and credit cards.  It also
finances the development of real estate, acts as a fiduciary and
leases properties to interested parties.  It operates over 400
branches across the country and provides e-banking services to
customers via its Internet site.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 23, 2007, Banco de Galicia y Buenos Aires' Obligaciones
Negociables issued on Nov. 6, 2001, for the original amount of
US$12 million was rated D by the Argentine arm of Standard &
Poor's International Ratings.


CENTRO DEL FREEZER: Proofs of Claim Must be Filed by Aug. 30
------------------------------------------------------------
Nestor Eduardo Montero, the court-appointed trustee for Centro
del Freezer S.R.L.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Aug. 30, 2007.

Mr. Montero will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Mar del Plata, 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 Centro del Freezer 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 Centro del Freezer's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Centro del Freezer S.R.L.
          Dorrego 1441, Mar del Plata
          Buenos Aires, Argentina

The trustee can be reached at:

          Nestor Eduardo Montero
          Hipolito Yrigoyen 2811, Mar del Plata
          Buenos Aires, Argentina


CLORCHEMICAL SA: Seeks Reorganization OK in Buenos Aires Court
--------------------------------------------------------------
Clorchemical S.A. has requested for reorganization after failing
to pay its liabilities since June 8, 2007.

The reorganization petition, once approved by the court, will
allow Clorchemical to negotiate a settlement with its creditors
in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of
First Instance No. 19 in Buenos Aires.

Clerk No. 38 assists the court on this case.

The debtor can be reached at:

          Clorchemical S.A.
          Maipu 26
          Buenos Aires, Argentina


DANA CORP: Discloses USW-UAW Settlement Pact; Centerbridge Deal
---------------------------------------------------------------
Dana Corporation announced a series of interrelated agreements
that will substantially reduce the company's operating costs and
provide important momentum toward its emergence from bankruptcy
as a competitive, sustainable business.

The agreements consist of:

   -- A settlement agreement with each of the United Steel
      Workers (USW) and the United Auto Workers (UAW), which
      will lower Dana's labor costs and replace the company's
      health care and long-term disability obligations for
      retirees and employees represented by these unions with
      Voluntary Employees' Beneficiary Association (VEBA)
      trusts to which Dana will contribute in aggregate
      approximately US$700 million in cash (less certain
      benefit payments made prior to the effective date of the
      company's plan of reorganization) and approximately US$80
      million in common stock of the reorganized Dana;

   -- An agreement with Centerbridge Capital Partners, L.P.,
      and its affiliates on the terms under which the firm will
      invest up to US$500 million in cash for convertible
      preferred stock in the reorganized Dana and facilitate an
      additional investment by other investors of up to US$250
      million in convertible preferred stock; and

   -- A plan support agreement with the USW, the UAW, and
      Centerbridge, under which these parties will support a
      plan of reorganization filed by Dana that includes both
      the labor settlements and the Centerbridge investment
      agreement.

These agreements are subject to approval by the Bankruptcy Court
for the Southern District of New York, where the company's
Chapter 11 bankruptcy proceeding is pending.  The union
settlement agreements are also subject to ratification by Dana's
USW and UAW employees, which the unions will seek in the near
term.

"Through our negotiations with the USW and the UAW, and
negotiations with Centerbridge for the investment that will
contribute to our ability to fund the VEBAs, we have reached
what we believe are fair and constructive agreements," said Mike
Burns, Dana's chairman and chief executive officer.  "I am
particularly pleased that these agreements were reached as a
result of a shared commitment -- from all of the involved
parties -- to the long-term success and viability of Dana
Corporation."

"We welcome the investment by Centerbridge, a private equity
investor with considerable expertise in the automotive industry
and complex restructurings.  Centerbridge brings a long-term
perspective and a strong commitment to assisting us in building
a solid future for Dana," Mr. Burns added.  "While there is a
good deal of work yet to be done, we are on track to file a
reorganization plan by the beginning of September and to emerge
from bankruptcy by year end."

                 Settlements With USW and UAW

Encompassed in the settlements with the USW and UAW are four-
year extensions of Dana's collective bargaining agreements with
all of its USW- and UAW-organized facilities in the United
States and new agreements with several recently organized
facilities.  Among other items, the extended and new bargaining
agreements will provide for the establishment of a two-tier wage
structure at certain affected U.S. operations, changes in
disability benefits, and a freeze on credited service and
benefit accruals under the pension plans for active employees
represented by the USW and UAW.

"These agreements will resolve significant ongoing cost issues
when implemented and they provide important momentum toward our
completion of a reorganization plan that will position us to
operate as a competitive, sustainable business after emergence,"
Mr. Burns said.

Each of the union settlement agreements also calls for the
establishment of a VEBA to replace the company's current retiree
health care plans and long-term disability obligations for
employees covered by USW and UAW collective bargaining
agreements.  A VEBA is a special, tax-deductible trust that can
be used to provide certain benefits, such as medical
reimbursement, to participants and their beneficiaries.

The settlement agreements provide that upon Dana's emergence
from bankruptcy, the company will contribute, in aggregate,
approximately US$700 million in cash (less certain benefit
payments made prior to the effective date of the company's plan
of reorganization) and approximately US$80 million in common
stock of reorganized Dana to the VEBAs in exchange for the
termination of Dana's obligation to provide non-pension retiree
welfare benefits for USW- and UAW-represented retirees and long-
term disability benefits to USW- and UAW-represented employees.  
The company will continue to provide benefits for these retirees
and employees under its existing plans until emergence.  Dana
currently has an aggregate of approximately US$1.1 billion in
unfunded non- pension benefit and long-term disability
obligations under its U.S. post- retirement health care plans
for USW- and UAW-represented retirees and employees.

Dana estimates that the modifications to the USW and UAW
collective bargaining agreements and other provisions of the
union settlement agreements will collectively result in annual
savings of more than US$100 million.

              Agreement for Issuance of New Equity

Under terms of the investment agreement, Centerbridge will
purchase up to US$500 million of convertible preferred stock of
the reorganized Dana and facilitate an additional investment of
up to US$250 million in convertible preferred stock.

The conversion price will be based on trading prices of common
stock of the reorganized Dana during a short period after
emergence.  Using preliminary forecasts and a preliminary
valuation as an estimate of future market trading prices for the
reorganized Dana's common stock, the company estimates that the
US$500 million of convertible preferred shares would represent
less than 25 percent of the fully diluted common stock of the
reorganized Dana on an as- converted basis.

Proceeds from the investment will be deployed in part to fund
the VEBA trusts that will be established under the settlement
agreements with the USW and UAW.

The closing of the Centerbridge investment will be subject to
Dana's filing of a plan of reorganization and a disclosure
statement by Sept. 3, 2007, as well as other customary
conditions, but will not be subject to further due diligence.

Dana will be able to terminate its arrangements with
Centerbridge to accept an alternative transaction or plan under
certain circumstances, with the reasonable consent of the USW
and UAW.

"Last November, to address the harsh reality that Dana had
generated more than US$2 billion in losses over the past five
years, we announced a series of interdependent restructuring
initiatives," Mr. Burns added.  "These initiatives, affecting
all of the company's constituencies - our customers, suppliers,
both union and non-union employees and retirees - were designed
to result in an aggregate pre-tax annual income improvement of
US$405 million to US$540 million."

The Dana initiatives call for savings in five interrelated
areas:

   1. Achieving substantial price recovery from customers;

   2. Optimizing Dana's U.S. manufacturing footprint, including
      the moving of certain operations to lower-cost sites;

   3. Reducing labor costs by creating a more industry-
      competitive cost structure;

   4. Eliminating retiree health and welfare costs; and

   5. Reducing administrative costs.

"Without the settlements with the USW and UAW, essential savings
in other areas could be jeopardized," Mr. Burns said.  "With
these settlements, we will be solidly within the range of
savings we need to move forward with our plan of reorganization
and emerge as a competitive, sustainable business."

                   About Centerbridge Capital

Centerbridge is a US$3.2 billion multi-strategy private
investment firm.  The firm is dedicated to partnering with
world-class management teams in a range of industry verticals.  
Centerbridge's investment style provides the flexibility to
employ various strategies to help companies achieve their
operating and financial objectives.  The limited partners of
Centerbridge include many of the world's most prominent
financial institutions, university endowments, pension funds,
and charitable trusts.

                         About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin American regions, and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.  
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on
Sept. 3, 2007.  They have until Nov. 2, 2007, to solicit
acceptances of that plan.


DELTA AIR: Signs Pact Selling ARINC Stake to Carlyle
----------------------------------------------------
Delta Air Lines Inc., along with five other airlines, entered
into a Stock Purchase Agreement selling their stake in ARINC
Inc. to Radio Acquisition Corp., an affiliate of the Carlyle
Group, the Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

According to the report, the airlines, which hold over 90% of
ARINC shares, expects to gain around US$1 billion.  The sale is
expected to close before Oct. 31, 2007.

AMR said that it expects to receive US$194 million from the sale
while UAL said it expects to get US$125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. -- http://www.arinc.com/-- provides transportation  
communications and systems engineering.  The company has
locations in Argentina Germany, Spain, China, Japan, Taiwan,
Thailand and Singapore, among others.

                        About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (NYSE:DAL)
-- http://www.delta.com/-- is the world's second-largest  
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta
flies to Argentina, Australia and the United Kingdom, among
others.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta
Air Lines Inc. (B/Stable/--), including raising the corporate
credit rating to 'B', with a stable outlook, from 'D', following
the airline's emergence from Chapter 11 bankruptcy proceedings.


GLASOR SA: Proofs of Claim Verification Is Until Sept. 21
---------------------------------------------------------
Arturo Balbino Oubina, the court-appointed trustee for Glasor
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Sept. 21, 2007.

Mr. Oubina will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 8 in Buenos Aires, with the assistance of Clerk
No. 15, 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 Glasor 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 Glasor's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Glasor S.A.
          Irala 650
          Buenos Aires, Argentina

The trustee can be reached at:

          Graciela Lukawecki
          Uruguay 978
          Buenos Aires, Argentina


BAUSCH & LOMB: Receives Merger Proposal from Advanced Medical
-------------------------------------------------------------
Bausch & Lomb has received from Advanced Medical Optics a
proposal to acquire 100% of the outstanding shares of Bausch &
Lomb in a merger in which Bausch & Lomb's shareholders would
receive, per share of Bausch & Lomb stock, US$45 in cash and
US$30 in AMO stock, valued based on the average closing price of
the AMO common stock for five trading days prior to the date on
which a definitive agreement is signed.

The AMO Proposal is subject to termination of Bausch & Lomb's
merger agreement with affiliates of Warburg Pincus LLC and the
execution of a definitive merger agreement with AMO.  

The AMO Proposal's terms include that AMO will have up to 12
months to close the transaction and that interest would be paid
in cash with respect to the purchase price by AMO at the rate of
7.2% per annum beginning six months after a definitive merger
agreement is executed.  The proposal is not subject to a
financing condition.

AMO has submitted a financing commitment letter in connection
with the proposal.  The AMO Proposal is conditioned upon:

     (1) approval by AMO's shareholders and Bausch &
         Lomb's shareholders;

     (2) regulatory approvals; and

     (3) certain additional due diligence by AMO.

The AMO Proposal includes:

   (1) a proposed US$130 million reverse termination fee
       payable by AMO to Bausch & Lomb in the event the
       transaction does not close due to the failure to obtain
       requisite financing or antitrust clearance; and

   (2) proposed reimbursement by AMO of Bausch & Lomb's
       expenses up to US$35 million if AMO fails to obtain the
       approval of its shareholders.

The AMO Proposal provides for:

   (1) a proposed US$130 million termination fee payable under
       certain circumstances by Bausch & Lomb to AMO in the
       event of termination of an agreement with AMO in
       connection with the exercise by the Bausch & Lomb Board
       of Directors of its fiduciary duties; and

   (2) a proposed reimbursement of AMO's expenses up to
       US$35 million under the same circumstances in which such
       expenses are reimbursable under the Warburg Pincus
       Agreement.

The Bausch & Lomb board of directors, after the recommendation
of a Special Committee composed entirely of independent
directors, has determined that the AMO Proposal is bona fide and
is reasonably likely to result in a superior proposal, as
defined in the Warburg Pincus Agreement.

AMO has therefore been designated an "excluded party" as defined
in the Warburg Pincus Agreement.  By designating AMO an excluded
party, Bausch & Lomb is permitted, subject to certain
conditions, to continue negotiating with AMO with respect to the
AMO Proposal despite the end of the "go shop" period.

The Special Committee and its advisors intend to engage in
further discussions with AMO regarding the AMO Proposal.  Bausch
& Lomb cautioned that the AMO Proposal is subject to a number of
contingencies which the Special Committee is continuing to
evaluate, including the requirement of approval by AMO's
shareholders as well as antitrust clearances, and that there
could be no assurance that the Special Committee would
ultimately find the proposal to be a superior proposal under the
merger agreement.

Bausch & Lomb cautioned that the discussions with AMO may be
terminated at any time and that there can be no assurances as to
whether the AMO Proposal will ultimately result in a transaction
with Bausch & Lomb.  AMO is the only "excluded party" designated
by the Special Committee.

                      Warburg Pincus Agreement

As disclosed on May 16, 2007, Bausch & Lomb entered into the
Warburg Pincus Agreement, pursuant to which Warburg Pincus
agreed to acquire 100% of the outstanding shares of Bausch &
Lomb for US$65 per share in cash.

The Warburg Pincus Agreement may be terminated under certain
circumstances, including if Bausch & Lomb receives and enters
into a definitive agreement with respect to a superior proposal
and provides advance notice to Warburg Pincus.

If the Warburg Pincus Agreement is terminated under these
circumstances with respect to an excluded party such as AMO,
Warburg Pincus will be entitled to a US$40 million payment from
Bausch & Lomb.

Pending further discussions with AMO, Bausch & Lomb's board,
after the recommendation of the Special Committee of the board,
has not changed, and has reaffirmed, its recommendation of
Bausch & Lomb's pending merger with affiliates of Warburg Pincus
pursuant to the Warburg Pincus Agreement.

                   About Advanced Medical Optics

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures  
and markets ophthalmic surgical and contact lens care products.  
The company has operations in Germany, Japan, Ireland, Puerto
Rico and Brazil.

                        About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and  
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and
Asia (including operations in India, Australia, China, Hong
Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan
and Thailand).  In Latin America, the company has operations in
Brazil and Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
the Warburg Pincus Deal prompted Standard & Poor's Ratings
Services to lower its ratings on Bausch & Lomb and placed them
on CreditWatch with negative implications.  Among others, S&P
lowered the company's corporate credit rating to 'BB+' from
'BBB'.

According to S&P, even if the transaction is not consummated,
management's willingness to aggressively increase leverage to
this extent is not commensurate with an investment-grade rating.

Additionally, Moody's Investors Service said it will continue
its review of Bausch & Lomb's ratings for possible downgrade,
including the company's Ba1 Corporate Family rating.

Sidney Matti, an analyst at Moody's, stated that, "The review
for possible downgrade will focus primarily on the company's
post-acquisition capital structure and the likelihood that BOL's
post-acquisition credit metrics would fall below the 'Ba' rating
category."

Furthermore, Fitch maintained its Negative Rating Watch on
Bausch & Lomb emphasizing that the transaction would
significantly increase leverage and likely result in a multiple-
notch downgrade.

Fitch also warns that the transaction would result in an Issuer
Default Rating of no higher than 'BB-'.


HUNTSMAN CORP: Board Says Hexion Deal Superior to Basell Pact
-------------------------------------------------------------
Hexion Specialty Chemicals Inc. reported that the Transaction
Committee (comprised of Huntsman independent directors) and
Huntsman Corporation's Board of Directors have determined that
its proposal to acquire Huntsman for US$27.25 per share, in cash
(transaction value US$10.4 billion including debt) constitutes a
Superior Proposal under the terms of the current merger
agreement between Huntsman and Basell AF.  Huntsman has advised
Hexion that it has provided notice to Basell, which after the
expiration of three business days would entitle, but not
require, Huntsman's Board or a committee thereof to make an
Adverse Recommendation Change, subject to the terms and
conditions of the Basell Agreement.  In determining whether to
make an Adverse Recommendation Change, Huntsman has advised
Hexion that the Board of Directors of Huntsman or the
Transaction Committee will take into account any changes to the
financial terms of the Basell Agreement proposed by Basell in
response to the notice of Adverse Recommendation Change.  
Huntsman has advised Hexion that its decision is not, and should
not be construed as a change by its board or its transaction
committee in its recommendation of the Basell Agreement.  Until
Huntsman's board or transaction committee takes further action
pursuant to the terms of the Basell Agreement, it continues to
recommend the transaction with Basell to its shareholders.  The
terms of Hexion's proposal were further described in a press
release issued by Huntsman on July 3, 2007.

There can be no assurance that a transaction between Hexion and
Huntsman will be agreed.  Any such transaction would be subject
to regulatory approvals and the affirmative vote of Huntsman's
shareholders, as well as other customary conditions.  Hexion's
proposal is fully financed pursuant to commitments from Credit
Suisse and Deutsche Bank.

                          About Hexion

Based in Columbus, Ohio, Hexion Specialty Chemicals, Inc. -
http://www.hexion.com/-- serves the global wood and industrial    
markets through a broad range of thermoset technologies,
specialty products and technical support for customers in a
diverse range of applications and industries.  Hexion Specialty
Chemicals is owned by an affiliate of Apollo Management, L.P.
The company has its Asian headquarters in Singapore, with
offices in Australia, China, Korea, Malaysia, New Zealand,
Taiwan, and Thailand.  In Latin America, the company has
operations in Argentina, Brazil and Colombia.

                       About Huntsman

Huntsman Corporation -- http://www.huntsman.com/-- is a global   
manufacturer and marketer of differentiated chemicals and
pigments.  Its operating companies manufacture products for a
variety of global industries, including chemicals, plastics,
automotive, aviation, textiles, footwear, paints and coatings,
construction, technology, agriculture, health care, detergents,
personal care, furniture, appliances and packaging.  Originally
known for pioneering innovations in packaging and, later for
rapid and integrated growth in petrochemicals, Huntsman today
has operations in 24 countries, including Argentina, Belarus,
Japan, Luxembourg, Malaysia, Spain and teh United Kingdom, among
others.  The company had 2006 revenues from all operations of
over US$13 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 28, 2007, Moody's Investors Service placed the debt ratings
and the corporate family ratings (CFR -- Ba3) for Huntsman
Corporation (Huntsman) and Huntsman International LLC, a
subsidiary of Huntsman under review for possible downgrade.

These ratings were affected:

Huntsman Corporation

  -- Corporate Family Rating, Ba3

Huntsman International LLC

  -- Corporate Family Rating, Ba3
  -- Senior Secured Bank Credit Facility, Ba1, LGD2, 21%
  -- Senior Subordinated Regular Bond/Debenture, B2, LGD5, 89%

Huntsman LLC

  -- Senior Secured Regular Bond/Debenture, Ba1, LGD2, 21%
  -- Senior Unsecured Regular Bond/Debenture, Ba3, LGD4, 57%

Outlook Actions:

Huntsman Corporation

  -- Outlook, Changed To Rating Under Review for Downgrade From
     Stable

Huntsman International LLC

  -- Outlook, Changed To Rating Under Review for Downgrade From
     Stable

Huntsman LLC

  -- Outlook, Changed To Rating Under Review for Downgrade From
     Stable


LAS MARTAS: Seeks Reorganization Approval in Buenos Aires Court
---------------------------------------------------------------
Las Martas SRL has requested for reorganization after failing to
pay its liabilities.

The reorganization petition, once approved by the court, will
allow Las Martas to negotiate a settlement with its creditors in
order to avoid a straight liquidation.

The case is pending before the National Commercial Court of
First Instance in No. 18 in Buenos Aires.

Clerk No. 35 assits the court on this case.

The debtor can be reached at:

          Las Martas SRL
          Monsenor Bufano 2154
          Buenos Aires, Argentina


MAMISON SA: Proofs of Claim Verification Deadline Is Sept. 7
------------------------------------------------------------
Arturo Balbino Oubina, the court-appointed trustee for Mamison
SA's bankruptcy proceeding, verifies creditors' proofs of claim
until Sept. 7, 2007.

Mr. Oubina will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 1 in Buenos Aires, with the 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 Mamison 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 Mamison's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Mamison SA
          Pedro de Mendoza 1784
          Buenos Aires, Argentina

The trustee can be reached at:

          Arturo Balbino Oubina
          Uruguay 750
          Buenos Aires, Argentina


PRODUCTOS SOLVAR: Proofs of Claim Verification Ends on Sept. 17
---------------------------------------------------------------
Arturo Balbino Oubina, the court-appointed trustee for Productos
Solvar SA's bankruptcy proceeding, verifies creditors' proofs of
claim until Sept. 17, 2007.

Mr. Oubina will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, 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 Productos Solvar 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 Productos Solvar's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Productos Solvar SA
          Salta 596
          Buenos Aires, Argentina

The trustee can be reached at:

          Alberto Eduardo Scravagleri
          Presidente Roque Saenz Pena 651
          Buenos Aires, Argentina


TRANSPORTES NICOLITA: Seeks Reorganization Approval
---------------------------------------------------
Transportes Nicolita SRL has requested for reorganization after
failing to pay its liabilities since May 16, 2007.

The reorganization petition, once approved by the court, will
allow Transportes Nicolita to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of
First Instance No. 7 in Buenos Aires.

Clerk No. 13 assits the court on this case.

The debtor can be reached at:

          Transportes Nicolita SRL
          Uruguay 467
          Buenos Aires, Argentina


* ARGENTINA: Gets Bolivian Gas to Help Alleviate Energy Crisis
--------------------------------------------------------------
A Brazilian mines and energy ministry told Business News
Americas that the ministry has agreed to let Bolivia divert some
one million cubic meters per day from its natural gas import
contract to supply Argentina.

The ministry explained to BNamericas that natural gas won't flow
from Brazil to Argentina.  Instead, it will go straight from
Bolivia to Argentina.  The supply would last through late August
2007.

Argentine President Nestor Kirchner told BNamericas that his
country is experiencing an energy crisis.  Argentina is
rationing gas to industries to guarantee residential supply.

Brazil has a contract with Bolivia to import some 30 million
cubic meters per day of natural gas.  Of the total, Brazil has
been using up to 29 million cubic meters per day, BNamericas
notes, citing the spokesperson.

Argentina is talking with Bolivia for the price it will pay for
the one million cubic per day of natural gas.  Brazil's
government is not involved in the talks, the spokesperson told
BNamericas.

                        *     *     *

Fitch Ratings assigned these ratings on Argentina:

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




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


TEEKAY CORP: S&P Confirms BB+ Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings,
including the 'BB+' long-term corporate credit rating, on
Vancouver-based Teekay Corporation.  At the same time, Standard
& Poor's removed the ratings from CreditWatch with negative
implications, where they were placed Sept. 1, 2006.  The outlook
is negative.
     
"The ratings on Teekay reflect its exposure to the competitive
and price-taking spot tanker segment, which contributed to about
half of its operating income; a weakened financial risk profile
following recent debt-financed acquisitions of Petrojarl and OMI
Corp.; and a generally shareholder-friendly distribution
policy," said Standard & Poor's credit analyst Greg Pau.  
"Partially mitigating these risks are a number of positives,
including Teekay's market-leading and defendable position in the
shuttle tanker business, increasing revenue contribution from
more stable liquefied gas and offshore segments, a strong
customer base, and a young fleet," Mr. Pau added.
     
Teekay has realized its strategy to become a full-range service
provider to the midstream oil and gas industry through
acquisitions and newbuilding orders.  The company has turned its
offshore and liquefied gas segments into listed master limited
partnerships and is in the process of incorporating its tanker
business as a listed company, each to be governed by a different
set of financial policies.  Nevertheless, Standard & Poor's
continues to assess Teekay's credit as an integrated group in
accordance with our criteria, given the effective management
control over, and strategic significance of, the operating
subsidiaries by the parent company.  Teekay's market position
has also improved across the different segments with its
operation of an extensive 159-vessel fleet and it has a leading
market share in the shuttle tanker segment, which should be
defendable given its capital intensity, protection from long-
term contracts, strong track record, and customer relationships.
     
The outlook is negative.  Despite Teekay's strengthened product
offering and market positions, its weak leveraged financial risk
profile and significant exposure to the spot tanker market
remain significant limitations to any potential upside to the
rating.  The negative outlook also reflects that Teekay's effort
to deleverage and improve its cash flow coverage measures
remains subject to cash flow volatility and execution of planned
equity issuances by its subsidiary entities.  Whether or not
this effort will be successful could be affected by spot tanker
market volatility, the capital-intensive nature of the business,
and unpredictable equity market conditions.  The outlook could
be revised to stable if the company demonstrates good progress
in improving its financial measures to levels more consistent
with its current rating level.  Conversely, the rating or
outlook could be revised downward if financial measures fail to
improve in the next two years as a result of additional debt-
funded acquisitions, substantial share repurchases, or a
material downturn in spot crude freight rates.

Teekay Shipping Corp., a Marshall Islands corporation
headquartered in Nassau, Bahamas, transports more than 10% of
the world's sea borne oil and has expanded into the liquefied
natural gas shipping sector through its publicly listed
subsidiary, Teekay LNG Partners L.P., and into the offshore
production, storage and transportation sector through its
publicly-listed subsidiary, Teekay Offshore Partners L.P.  With
a fleet of over 140 tankers, offices in 17 countries and 5,100
seagoing and shore-based employees, Teekay provides a
comprehensive set of marine services to the world's leading oil
and gas companies, helping them seamlessly link their upstream
energy production to their downstream processing operations.




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


CONTINENTAL AIRLINES: Selling ARINC Stake to Carlyle
----------------------------------------------------
Continental Airlines Inc., along with five other airlines,
entered into a Stock Purchase Agreement selling their stake in
ARINC Inc. to Radio Acquisition Corp., an affiliate of the
Carlyle Group, the Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

According to the report, the airlines, which hold over 90% of
ARINC shares, expects to gain around US$1 billion.  The sale is
expected to close before Oct. 31, 2007.

AMR said that it expects to receive US$194 million from the sale
while UAL said it expects to get US$125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. \u2013 http://www.arinc.com/-- provides  
transportation communications and systems engineering.  The
company has locations in Argentina, Germany, Spain, China,
Japan, Taiwan, Thailand and Singapore, among others.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 3,200 daily departures throughout Belize, Mexico, Europe
and Asia, serving 154 domestic and 138 international
destinations including Honduras and Bonaire.  More than 400
additional points are served via SkyTeam alliance airlines.  
With more than 43,000 employees, Continental has hubs serving
New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 15, 2007, Moody's Investors Service raised the ratings of
Continental Airlines, Inc.'s corporate family rating to B2,
senior unsecured to B3 and preferred stock to Caa1 and the
ratings of certain tranches of the airline's Enhanced Equipment
Trust Certificates or EETC's.  Moody's also affirmed Continental
Airlines' SGL-2 rating, the ratings of the EETCs not upgraded,
and the Loss Given Default rating of LGD5 - 74%.  Moody's said
the outlook remained stable.

Upgrades:

Issuer: Cleveland (City of) Ohio

    -- Senior Unsecured Revenue Bonds, Upgraded to B3 from Caa1

Issuer: Continental Airlines Finance Trust II

    -- Preferred Stock Preferred Stock, Upgraded to Caa1
       from Caa2

Issuer: Continental Airlines, Inc.

    -- Corporate Family Rating, Upgraded to B2 from B3

    -- Multiple Seniority Shelf, Upgraded to a range of (P)Caa1
       to (P)B3 from a range of (P)Caa2 to (P)Caa1

    -- Senior Secured Enhanced Equipment Trust, Upgraded to
       a range of B2 to Baa2 from a range of B3 to Baa3

    -- Senior Secured Equipment Trust, Upgraded to Ba2
       from Ba3

    -- Senior Secured Shelf, Upgraded to (P)Ba3 from (P)B1

    -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded
       to B3 from Caa1

    -- Senior Unsecured Regular Bond/Debenture, Upgraded
       to B3 from Caa1

Issuer: Harris (County of) Texas, I.D.C.

    -- Senior Unsecured Revenue Bonds, Upgraded to B3 from Caa1

Issuer: Hawaii Department of Transportation

    -- Senior Unsecured Revenue Bonds, Upgraded to B3 from Caa1

Issuer: Houston (City of) Texas

    -- Senior Unsecured Revenue Bonds, Upgraded to B3 from Caa1

Issuer: New Jersey Economic Development Authority

    -- Senior Unsecured Revenue Bonds, Upgraded to B3 from Caa1

Issuer: Port Authority of New York and New Jersey

    -- Revenue Bonds, Upgraded to B3 from Caa1


* BELIZE: Has Up to Five Vacant Oil Blocks, Says Pedro Cho
----------------------------------------------------------
Geologist Pedro Cho from the Belizean natural resources and
environment ministry's geology and petroleum department told
Business News Americas that the country has up to five vacant
oil blocks, out of 21 blocks.

The Belizean government sees no need to launch formal bidding
for the available blocks, which are in deeper, offshore areas.  
Interested firms may approach the department to review available
information, BNamericas notes, citing Mr. Cho.  

Mr. Cho told BNamericas that Japan's Japex Geoscience Institute
may help update and verify offshore oil data, including the four
to five blocks.  JGI is assisting Honduras with similar work.  
About seven production-sharing accords have been signed.  There
are six applications pending for different blocks -- exluding
the vacant blocks.

According to BNamericas, Mr. Cho said that the Belize Natural
Energy is the sole firm producing oil in the nation.  It is also
conducting further exploratory work.  The bulk of oil is
exported and only up to 5% stays in Belize.  

Much of the crude is exported to the US, BNamericas says, citing
the US Energy Information Administration.

The report says that BNE was the first firm to find a commercial
oilfield in Belize.

Other firms in advanced exploration and production stages are
Allan Oil, which is conducting exploratory drilling, and US
Capital Energy, which is carrying out seismic work, BNamericas
states, citing Mr. Cho.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Standard & Poor's Ratings Services raised its
long- and short-term foreign currency sovereign credit ratings
on Belize to 'B' from 'SD' following the completion of the
government's debt restructuring.  At the same time, Standard &
Poor's raised its long-term local currency sovereign credit
rating on Belize to 'B' from 'CCC+' and its short-term local
currency sovereign rating to 'B' from 'C'.  The outlooks on both
the long-term foreign and local currency sovereign credit
ratings are stable.  Standard & Poor's also assigned its 'B'
rating to Belize's new US$546.8 million step-up bonds due
Feb. 20, 2029, issued at the conclusion of the debt exchange.  
These bonds bear the interest of 4.25% for the first three
years, 6% for years four to five, and 8.5% thereafter, and start
amortizing in 2019.




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


BELL ATLANTIC: Final General Meeting Is Set for July 10
-------------------------------------------------------
Bell Atlantic (Bermuda) Holdings 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.

Bell Atlantic'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


BLUE TERCEL: Sets Final General Meeting for July 16
---------------------------------------------------
Blue Tercel Ltd.'s final general meeting is scheduled on
July 16, 2007, at 11:00 a.m., at:

         Corner House
         Church & Parliament Streets
         P.O. Box HM 1556
         Hamilton, HM FX
         Bermuda

These matters will be taken up during the meeting:

     -- receiving 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;

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

     -- passing of a resolution dissolving the company.


BMS ALPHA: Proofs of Claim Filing Is Until July 11
--------------------------------------------------
BMS Alpha Bermuda Manufacturing Finance Ltd.'s creditors are
given until July 11, 2007, to prove their claims to Nicholas
Hoskins, 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.

BMS Alpha's shareholders agreed on May 31, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Nicholas Hoskins
         Wakefield Quin, Chancery Hall
         52 Reid Street, Hamilton
         Bermuda


SCOTTISH RE: Names Duncan Hayward as Interim Accounting Officer
---------------------------------------------------------------
Scottish Re Group Limited has appointed Duncan Hayward as
interim Chief Accounting Officer, effective July 6, 2007.  While
in this role, Duncan will serve as Scottish Re's principal
financial officer and will provide oversight, sign and certify
Scottish Re's periodic and annual reports filed with the
Securities and Exchange Commission.

Paul Goldean, Chief Executive Officer, notes, "Duncan currently
serves as Chief Financial Officer for our international segment
and we are pleased he has accepted the additional role of
interim Chief Accounting Officer during the period where we are
actively searching for a new Chief Financial Officer for
Scottish Re.  Duncan has an extensive background in finance and
administration in the insurance sector and a breadth of
knowledge that make him the suitable choice for this position."

Duncan has served as the Chief Financial Officer of Scottish
Re's international segment since August 2006.  His career
includes other senior leadership roles, including leading the
Finance and Administration teams for the Asian, Central European
and Latin American life reinsurance businesses of Swiss Re Life
& Health Zurich from 2003 through 2006.  Prior to that, he was
in a senior group finance role for six years with Royal & Sun
Alliance where he ran the US GAAP financial reporting process.  
Duncan also has additional insurance experience with over eleven
years with the Insurance Audit Group of PricewaterhouseCoopers.

                      About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a     
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

                        *     *     *

As reported on June 8, 2007, Fitch Ratings has upgraded Scottish
Re Group Ltd.'s (NYSE: SCT) Issuer Default Rating to 'BB-' from
'B+' and the Insurer Financial Strength ratings of its primary
operating subsidiaries to 'BBB-' from 'BB+'.  The ratings have
been removed from Rating Watch Positive; the Rating Outlook was
Stable.

The Troubled Company Reporter reported on May 10, 2007 that
Fitch Ratings has revised the Rating Watch on these ratings of
Scottish Re Group Ltd. (NYSE:SCT) to Positive from Evolving:

    -- Issuer Default Rating (IDR) 'B+';
    -- 7.25% Non-cumulative perpetual preferred stock 'B-/RR6'.

The Rating Watch on SCT was revised following the completion of
the US$600 million investment transaction with MassMutual
Capital Partners LLC, and affiliates of Cerberus Capital
Management, L.P.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2006, Moody's Investors Service disclosed that it
continues to review the ratings of Scottish Re Group Ltd. with
direction uncertain following the announcement by the company
that it has entered into an agreement to sell a majority stake
to MassMutual Capital Partners LLC, a member of the MassMutual
Financial Group and Cerberus Capital Management, L.P., a private
investment firm.

Moody's said the continuing review affects the debt rating of
Scottish Re (senior unsecured at Ba3), as well as the Baa3
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (U.S.), Inc.  The
uncertain direction of the review indicates the possibility that
Scottish Re's ratings could be upgraded, downgraded, or
confirmed depending on future developments at Scottish Re.

These ratings continue on review with direction uncertain:

   Scottish Re Group Limited

   -- senior unsecured debt of Ba3;

   -- senior unsecured shelf of (P)Ba3; subordinate shelf of
      (P)B1;

   -- junior subordinate shelf of (P)B1;

   -- preferred stock of B2; and

   -- preferred stock shelf of (P)B2.

   Scottish Holdings Statutory Trust II

   -- preferred stock shelf of (P)B1

   Scottish Holdings Statutory Trust III

   -- preferred stock shelf of (P)B1

   Scottish Annuity & Life Insurance Co (Cayman) Ltd.

   -- insurance financial strength of Baa3

   Premium Asset Trust Series 2004-4

   -- senior secured debt of Baa3 (based on IFS of SALIC)

   Scottish Re (U.S.), Inc.

   -- insurance financial strength of Baa3

   Stingray Pass-Through Certificates

   -- senior secured debt of Baa3 (based on IFS rating of
      SALIC)

On Sept. 5, 2006, Moody's changed the direction of review for
Scottish Re's ratings to uncertain from possible downgrade.


SEA CONTAINERS: Court Approves US$176.5 Million DIP Financing
-------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware authorized Sea Containers Ltd. and its
debtor-affiliates to obtain US$176 million Debtor-in-Possession
Financing Facility from Mariner LCD, Dune Capital LLC and Dune
Capital LP, along with Trilogy Capital LLC and Caspian Capital
Partners LP.

The DIP Facility consists of a term loan of up to
US$151,500,000, and a US$25,000,000 revolving credit facility.

The Term Loan provides for a non-amortizing term loan available
in a single drawing on the Closing Date.

The Debtors intend to use the proceeds of the Term Loan to make
a capital contribution to SPC Holdings, Ltd., a non-debtor
subsidiary of which SCL holds the entire economic interest.

In turn, Holdings will make a capital contribution to Sea
Containers SPC Ltd., a bankruptcy remote subsidiary.  SPC will
then use the proceeds of the capital contribution to repay an
existing debt securitization facility.

The repayment of the securitization facility will prevent
foreclosure by SPC's lenders, which have alleged a default under
that facility.

In addition, the Term Loan will also be used to pay all costs
and expenses of the DIP Lenders and the DIP Agent relating to
the structuring of the proposed financing for SCL or SPC.

The proceeds of the Revolving Credit Facility will be used for
general corporate purposes of SCL in the ordinary course of
business.

The Debtors believe that the DIP Lenders' proposal is beneficial
to the estate as it offers attractive financing terms, including
no cash up-front fees or break-up fees.

The material terms of the DIP Facility reflected in the DIP
Credit Agreement also contains provision regarding:

  (a) Interest Rate

      The rate of interest per annum with respect to the unpaid
      amount of all DIP Loans will be the Eurodollar Rate for
      the relevant Interest Period plus the Applicable Margin.
      Non-Default Rate interest on the DIP Obligations will be
      payable monthly in arrears.

  (b) Default Rate

      The annual interest rate to the unpaid amount of all DIP
      Loans during the continuance of an Event of Default will
      be the one-month Eurodollar Rate, calculated daily, plus
      the Applicable Margin plus 2.0%.

      With respect to the unpaid amount of all other DIP
      Obligations during the Event of Default, the annual
      interest rate is the default rate that would be
      applicable to Revolving Credit Loans.  The Default Rate
      interest on the DIP Obligations will be payable in cash
      on demand and will be compounded daily.

The DIP Credit Agreement includes customary events of default
for DIP Financings.

SCL's DIP Obligations is secured by a perfected, first priority
security interest and lien on (i) its equity interests in
Holdings and SPC, (ii) all of its cash and cash equivalents, and
(iii) amounts it received or is receivable from Holdings and
SPC.

Holdings will guarantee the full payment of the DIP Obligations
when it comes due.

The Guarantee will be secured by a perfected, first priority
security interest in all assets of Holdings.  The amount of the
Guarantee, however, will be limited to the value of Holdings'
assets at the time the guarantee is given.

All DIP Obligations will be granted superpriority administrative
expense claim with priority over all other costs and expenses of
any kind.

As additional protection, SCL agrees not to seek any order that
attempts to grant any other party a superpriority claim or
otherwise subordinate the DIP Obligations or the DIP Lien.

The DIP Lenders' superpriority administrative expense claim will
be payable from all of the Debtors' properties.

SCL will pay all costs and expenses of the DIP Lenders and the
DIP Agent relating to the structuring of the proposed financing
SCL or SPC.

SCL will also pay a refinancing fee equal to 1% of the aggregate
amount of the cash proceeds of the Term Loan on the Closing
Date.

Under the DIP Credit Agreement, refinancing is defined as the
repayment or replacement of the DIP Obligations.

SCL will also pay a non-emergence fee on the one-year
anniversary of the DIP Effective Date, in an amount equal to 1%
of the aggregate principal amount then outstanding under the DIP
Facility, unless all outstanding DIP Obligations have already
been fully paid.

An unutilized commitment fee will be paid by SCL at an annual
rate of 1% on the average daily unused portion of the Revolving
Credit Facility, which is payable monthly in arrears.

The DIP Lien and the superpriority of the DIP Obligations will
be subject only to a carve-out for:

   * unpaid fees payable pursuant to Section 1930 of the
     Judiciary and Judicial Procedures Code,

   * all claims for fees and expenses of the Court-approved
     professionals.

The DIP Credit Agreement will terminate once:

   -- all the DIP Obligations are paid in full,
   -- SCL's plan of reorganization is confirmed,
   -- the DIP Obligations are accelerated,
   -- a Sale Order for all of SCL's assets is entered, or
   -- the Debtors' case is converted into a Chapter 7 case.

In either case, the stated maturity of the DIP Credit Agreement
is two years after the Closing Date.

The DIP Lenders' proposal will allow the Debtors to lock in
permanent financing, which will enable them to focus on efforts
going forward on key restructuring initiatives and developing a
confirmable Chapter 11 plan.

On May 3, 2007, Sea Containers Ltd. agreed with Mariner LCD,
Dune Capital LLC and Dune Capital LP, along with Trilogy Capital
LLC and Caspian Capital Partners LP, on a Commitment Letter that
set forth the terms for a DIP facility.

A full-text copy of the May 3, 2007 DIP Financing Agreement is
available for free at: http://ResearchArchives.com/t/s?2172

The parties subsequently amended the DIP Financing Agreement,  
which revision was presented to the Court on June 15, 2007.  A
full-text copy of the revised DIP Financing Agreement is
available for free at: http://ResearchArchives.com/t/s?2173

                     About Sea Containers

Headquartered 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 US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan
of Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)




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


PRIDE INTERNATIONAL: Capital One Reaffirms Buy Rating on Firm
-------------------------------------------------------------
Capital One Southcoast analysts have reaffirmed their "buy"
rating on Pride International Inc.'s shares, Newratings.com
reports.

Newratings.com relates that the target price for Pride
International's shares was set at US$44.

The analysts said in a research note that Pride International's
Pride Africa drillship would be available in June 2008, as
against the prior contract expiration of June 2009.

The analysts told Newratings.com that the rate for the rig would
surpass US$450,000 in the second half of 2008.  Pride Africa and
Pride Angola rigs have been marked to US$190,000, "up from the
prior US$172,000."

Pride International's Alligator rig was previously working at
US$40,000.  It would now operate at US$105,000 through the end
of 2007 and at US$110,000 in the coming year, Newratings.com
says, citing Capital One.

The earnings per share estimate for 2008 was increased to
US$4.22 from US$4.13.

Headquartered in Houston, Texas, Pride International, Inc. --
http://www.prideinternational.com/-- is a drilling contractor.
The Company provides onshore and offshore drilling and related
services in more than 25 countries, operating a diverse fleet of
278 rigs, including two ultra-deepwater drillships, 12
semi submersible rigs, 28 jackup rigs, 18 tender-assisted, barge
and platform rigs, and 218 land rigs.  Pride also provides a
variety of oilfield services to customers in Argentina,
Venezuela, Bolivia and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family
Rating for Pride International Inc.


* BOLIVIA: Diverting Some of Brazil's NatGas Supply to Argentina
----------------------------------------------------------------
A Brazilian mines and energy ministry told Business News
Americas that the ministry has agreed to let Bolivia divert some
one million cubic meters per day from its natural gas import
contract to supply Argentina.

The ministry explained to BNamericas that natural gas won't flow
from Brazil to Argentina.  Instead, it will go straight from
Bolivia to Argentina.  The supply would last through late August
2007.

Argentine President Nestor Kirchner told BNamericas that his
country is experiencing an energy crisis.  Argentina is
rationing gas to industries to guarantee residential supply.

Brazil has a contract with Bolivia to import some 30 million
cubic meters per day of natural gas.  Of the total, Brazil has
been using up to 29 million cubic meters per day, BNamericas
notes, citing the spokesperson.

Argentina is talking with Bolivia for the price it will pay for
the one million cubic per day of natural gas.  Brazil's
government is not involved in the talks, the spokesperson told
BNamericas.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                    Rating    Rating Date

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




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


AMR CORP: Unit Sells 30% ARINC Stake to Carlyle for US$194 Mil.
---------------------------------------------------------------
AMR Corporation's wholly owned subsidiary, American Airlines,
Inc., along with five other airlines, entered into a Stock
Purchase Agreement with ARINC Inc., and Radio Acquisition Corp.,
an affiliate of the Carlyle Group.

Under the agreement, the airlines, holding over 90% of ARINC
shares, will sell their respective stakes to Radio Acquisition.  
The sale is expected to close before Oct. 31, 2007.

According to the company, it expects to receive proceeds of
approximately US$194 million and record a US$140 million gain
from the sale.

According to the Wall Street Journal, AMR has a 30% stake in
ARINC.

WSJ adds that along with American Airlines, the other airlines
in the deal are:

    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--   
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. \u2013- http://www.arinc.com/-- provides  
transportation communications and systems engineering.  The
company has locations in Germany, Spain, China, Japan, Taiwan,
Thailand and Singapore, among others.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger    
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia, including Belgium,
Brazil, Japan, among others.  American is also a scheduled
airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                        *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service assigned a rating of Caa1 to the
Chicago O'Hare International Airport Special Facility Revenue
Refunding Bonds, Series 2007 (American Airlines Inc. Project).  
Moody's affirmed all ratings of AMR Corporation and its
subsidiaries, corporate family rating at B2, and the outlook
remained stable.


BANCO ABC: Expects To Raise BRL699 Million from Share Offering
--------------------------------------------------------------
Banco ABC Brasil expects to raise up to BRL699 million from its
upcoming share offering on Brazilian stock exchange Bovespa,
local news agency Agencia Estado reports.

Business News Americas relates that Banco ABC will sell some
44.4 million shares in a primary offering and about 700 million
shares in a secondary offering.  Investors' share reserve period
will be from July 11 to July 19.

According to BNamericas, "provided investor demand is strong."  
Banco ABC may put up additional shares on sale.

UBS Pactual will coordinate the sale. Itau BBA, ABN Amro Real,
Espirito Santo and HSBC are its co-managers, BNamericas states.

Banco ABC Brasil, controlled by Arab Banking Corporation and
with a branch on the Cayman Islands, is a multiple bank endowed
to operate with commercial, investment, financial, housing loan
and exchange portfolios.  Our supporting structure includes a
securities dealer and an administration and services company.  
Due to their synergetic operations, these companies can cover a
broad spectrum of financial intermediation activities focused on
Brazilian interests, adding to the financial services offered
worldwide by the controlling company.

As reported in the Troubled Company Reporter-Latin America on
June 26, 2007, Fitch Ratings affirmed Banco ABC Brasil S.A.'s
(ABCbr) ratings:

   -- Long-term foreign currency Issuer Default rating at 'BB+',  
      Stable Outlook

   -- Short-term foreign currency debt rating at 'B'

   -- Long-term local currency IDR at 'BB+', Stable Outlook

   -- Short-term local currency debt rating at 'B'

   -- Individual rating at 'C/D'

   -- National Long-term rating at 'AA-(AA minus)(bra)', Stable
      Outlook

   -- National Short-term rating at 'F1+(bra)'

   -- Support rating at '3'


BANCO CRUZEIRO: Credit Suisse Buys 7% Stake
-------------------------------------------
Credit Suisse Securities has purchased a 7% stake in Banco
Cruzeiro do Sul, Brazilian news agency Agencia Estado reports.

Business News Americas relates that the purchase involved 3.125
million preferential shares.  

Agencia Estado didn't provide the value of the transaction.

Headquartered in Sao Paulo, Brazil, Banco Cruzeiro do Sul's core
business is lending to civil servants, with payments
automatically deducted from payrolls.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Moody's Investors Service upgraded Banco Cruzeiro
do Sul SA's long-term foreign currency deposits to Ba3 from Ba1.
Moody's said the rating outlook is stable.


BANCO NACIONAL: Approves BRL194.5-Million Loan to Berneck
---------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social's board of
directors approved financing of BRL194.5 million to Berneck
Aglomerados S.A.  The objective is the expansion of the
reforested pinewood milling with the installation of a new unit
with capacity to produce 240 thousand m3/year.  The project also
provides the implementation of a new MDF (medium density
fiberboard) manufacturing facility with producing capacity of
340 thousand m3/year.

The resources will also be used in the creation of a co-
generation unit of electric energy from biomass, with installed
potential of 10MW and creation of a line of Low Pressure
melaminic coating for MDP/MDF sheets, with capacity to coat 180
thousand m3/year.  The plant will be built in the municipality
of Arauc ria, State of Parana.  The company will invest on
social programs in the undertaking's area of influence.

The project provides for the creation of 106 direct jobs and 424
indirect jobs.  The construction works began on March 2006.  
BNDES' participation is of 79% of the total investment.

The thermoelectric plant will consume the residual biomass and
will be implemented alongside the industrial complex in
Araucaria, generating about 11 direct and 44 indirect job
openings.

All the wastes resulting from the process of each one of the
factories, such as tree bark and peel, sawmill powder, wood-
shavings and small branches will be fully used.  There will be
an important reduction in the consumption of other fuels, such
as natural gas.

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.


HEXION SPECIALTY: Gets Huntsman Board's Support on Buy Offer
------------------------------------------------------------
Hexion Specialty Chemicals Inc. reported that the Transaction
Committee (comprised of Huntsman independent directors) and
Huntsman Corporation's Board of Directors have determined that
Hexion's proposal to acquire Huntsman for US$27.25 per share, in
cash (transaction value US$10.4 billion including debt)
constitutes a Superior Proposal under the terms of the current
merger agreement between Huntsman and Basell AF.  Huntsman has
advised Hexion that it has provided notice to Basell, which
after the expiration of three business days would entitle, but
not require, Huntsman's Board or a committee thereof to make an
Adverse Recommendation Change, subject to the terms and
conditions of the Basell Agreement.  In determining whether to
make an Adverse Recommendation Change, Huntsman has advised
Hexion that the Board of Directors of Huntsman or the
Transaction Committee will take into account any changes to the
financial terms of the Basell Agreement proposed by Basell in
response to the notice of Adverse Recommendation Change.  
Huntsman has advised Hexion that its decision is not, and should
not be construed as a change by its board or its transaction
committee in its recommendation of the Basell Agreement.  Until
Huntsman's board or transaction committee takes further action
pursuant to the terms of the Basell Agreement, it continues to
recommend the transaction with Basell to its shareholders.  The
terms of Hexion's proposal were further described in a press
release issued by Huntsman on July 3, 2007.

There can be no assurance that a transaction between Hexion and
Huntsman will be agreed.  Any such transaction would be subject
to regulatory approvals and the affirmative vote of Huntsman's
shareholders, as well as other customary conditions.  Hexion's
proposal is fully financed pursuant to commitments from Credit
Suisse and Deutsche Bank.

                        About Huntsman

Huntsman Corporation -- http://www.huntsman.com/-- is a global   
manufacturer and marketer of differentiated chemicals and
pigments.  Its operating companies manufacture products for a
variety of global industries, including chemicals, plastics,
automotive, aviation, textiles, footwear, paints and coatings,
construction, technology, agriculture, health care, detergents,
personal care, furniture, appliances and packaging.  Originally
known for pioneering innovations in packaging and, later for
rapid and integrated growth in petrochemicals, Huntsman today
has operations in 24 countries, including Argentina, Belarus,
Japan, Luxembourg, Malaysia, Spain and teh United Kingdom, among
others.  The company had 2006 revenues from all operations of
over US$13 billion.

                          About Hexion

Based in Columbus, Ohio, Hexion Specialty Chemicals, Inc. -
http://www.hexion.com/-- serves the global wood and industrial    
markets through a broad range of thermoset technologies,
specialty products and technical support for customers in a
diverse range of applications and industries.  Hexion Specialty
Chemicals is owned by an affiliate of Apollo Management, L.P.
The company has its Asian headquarters in Singapore, with
offices in Australia, China, Korea, Malaysia, New Zealand,
Taiwan, and Thailand.  In Latin America, the company has
operations in Argentina, Brazil and Colombia.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 4, 2007, Standard & Poor's Ratings Services affirmed its
loan and recovery ratings on Hexion Specialty Chemicals Inc.'s
senior secured first-lien bank credit facilities, including a
proposed US$200 million add-on to its existing term loan, and a
proposed US$10 million add-on to its existing synthetic letter
of credit facility.

S&P affirmed its ratings on Hexion's US$825 million second-lien
notes due 2014.  The 'B-' notes rating (one notch lower than the
corporate credit rating) and '3' recovery rating indicate a
meaningful recovery (50%-80%) recovery of principal in the0
event of a payment default.


PETROLEO BRASILEIRO: Lehman Bros. Maintains Equal Weight Rating
---------------------------------------------------------------
Lehman Brothers analyst Paul Y. Cheng has kept his "equal
weight" rating on Petroleo Brasileiro SA's shares,
Newratings.com reports.

According to Newratings.com, the 12-month target price for
Petroleo Brasileiro's shares was decreased to US$46 from US$91.

Mr. Cheng said in a research note that the "downwardly revised"
earnings per share estimates and target price shows Petroleo
Brasileiro's "two-for-one stock split for its ADS."  

The earnings per share estimate for 2007 was decreased to
US$5.35 from US$10.65, while the estimate for 2008 was reduced
to US$4.90 from US$9.75, Newratings.com states.

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

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

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

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

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


PETROLEO BRASILEIRO: Will Get P-53 Platform Hull by Aug. 30
-----------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA said in a
statement that it will receive the hull of the P-53 platform by
Aug. 30.

Petroleo Brasileiro told Business News Americas that the Aug. 30
date is subject to weather and tide conditions.

Three towing vessels are transporting P-53 to Brazil, BNamericas
relates, citing Petroleo Brasileiro.  

BNamericas notes that once the hull reaches the Rio Grande port,
it will undergo "topside integration and proceed to the Campos
basin's Marlim Leste field."

P-53 will produce some 180,000 barrels per day of oil and about
six million cubic meters a day of natural gas, BNamericas
states.

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

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

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

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

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


* BRAZIL: Allows Diversion of NatGas Supply to Argentina
--------------------------------------------------------
A Brazilian mines and energy ministry told Business News
Americas that the ministry has agreed to let Bolivia divert some
one million cubic meters per day from its natural gas import
contract to supply Argentina.

The ministry explained to BNamericas that natural gas won't flow
from Brazil to Argentina.  Instead, it will go straight from
Bolivia to Argentina.  The supply would last through late August
2007.

Argentine President Nestor Kirchner told BNamericas that his
country is experiencing an energy crisis.  Argentina is
rationing gas to industries to guarantee residential supply.

Brazil has a contract with Bolivia to import some 30 million
cubic meters per day of natural gas.  Of the total, Brazil has
been using up to 29 million cubic meters per day, BNamericas
notes, citing the spokesperson.

Argentina is talking with Bolivia for the price it will pay for
the one million cubic per day of natural gas.  Brazil's
government is not involved in the talks, the spokesperson told
BNamericas.

                        *     *     *

As reported on Nov. 24, 2006, Standard & Poor's Ratings Services
revised its outlook on its long-term ratings on the Federative
Republic of Brazil to positive from stable.  Standard & Poor's
also affirmed these ratings on the Republic of Brazil:

   -- 'BB' for long-term foreign currency credit rating,

   -- 'BB+' for long-term local currency credit rating, and

   -- 'B' for short-term currency sovereign credit rating.

                          *    *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings upgraded Brazil's long-term foreign
and local currency sovereign Issuer Default Ratings to 'BB+'
from 'BB' and the Country Ceiling to 'BBB-' from 'BB+'.  In
addition, Fitch affirmed Brazil's Short-term IDR at 'B'.  Fitch
said the rating outlook was stable.




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


BAILEY COATES: Proofs of Claim Filing Ends on July 27
-----------------------------------------------------
Bailey Coates (Cayman) Ltd. creditors are given until
July 27, 2007, to prove their claims to Gordon I. MacRae and
Naul C. Bodden, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Bailey Coates shareholders agreed on June 6, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

        Gordon I. Macrae
        Attention: Korie Drummond
        Kroll (Cayman) Limited
        4th Floor Bermuda House
        Dr. Roy's Drive
        Grand Cayman KY1 - 1102
        Cayman Islands
        Tel: +1 (345) 946-0081
        Fax: +1 (345) 946-0082


BT BRAM: Proofs of Claim Must be Filed by July 27
-------------------------------------------------
BT Bram Ltd.'s creditors are given until July 27, 2007, to prove
their claims to Jeremy Simon Spratt and Finbarr Thomas
O'Connell, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

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

The liquidators can be reached at:

        Jeremy Simon Spratt
        Finbarr Thomas O'Connell
        Attention: Ray Levy
        8 Salisbury Square, London EC4Y 8B
        United Kingdom
        Tel: 01144 207 694 3201
        Fax: 01144 207 694 3533


BT INVESTMENTS: Proofs of Claim Filing Is Until July 27
-------------------------------------------------------
BT Investments (Cayman) NO.1 Ltd.'s creditors are given until
July 27, 2007, to prove their claims to Jeremy Simon Spratt and
Finbarr Thomas O'Connell, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

BT Investments shareholders agreed on May 21, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

        Jeremy Simon Spratt
        Finbarr Thomas O'Connell
        Attention: Ray Levy
        8 Salisbury Square, London EC4Y 8B
        United Kingdom
        Tel: 01144 207 694 3201
        Fax: 01144 207 694 3533


BT YOSEMITE: Proofs of Claim Must be Filed by July 27
------------------------------------------------------
BT Yosemite creditors are given until July 27, 2007, to prove
their claims to Jeremy Simon Spratt and Finbarr Thomas
O'Connell, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

BT Yosemite's shareholders agreed on May 21, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

        Jeremy Simon Spratt
        Finbarr Thomas O'Connell
        Attention: Ray Levy
        8 Salisbury Square, London EC4Y 8B
        United Kingdom
        Tel: 01144 207 694 3201
        Fax: 01144 207 694 3533


DEUTSCHE AOTEAROA: Proofs of Claim Filing Deadline Is July 27
-------------------------------------------------------------
Deutsche Aotearoa Ltd. creditors are given until July 27, 2007,
to prove their claims to Jeremy Simon Spratt and Finbarr Thomas
O'Connell, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Deutsche Aotearoa's shareholders agreed on May 21, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

        Jeremy Simon Spratt
        Finbarr Thomas O'Connell
        Attention: Ray Levy
        8 Salisbury Square, London EC4Y 8B
        United Kingdom
        Tel: 01144 207 694 3201
        Fax: 01144 207 694 3533


ENRON INT'L (1997 LTD): Final Shareholders Meeting on July 26
-------------------------------------------------------------
Enron International Brazil 1997 Ltd. will hold its final
shareholders meeting on July 26, 2007, at 10:00 a.m., at:

          599 Lexington Avenue
          New York, NY 10022,
          U.S.A.

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,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three 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:

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


ENRON INT'L BRAZIL: Sets Final Shareholders Meeting for July 26
---------------------------------------------------------------
Enron International Brazil Gas Holdings Ltd. will hold its final
shareholders meeting on July 26, 2007, at 10:00 a.m., at:

          599 Lexington Avenue
          New York, NY 10022,
          U.S.A.

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,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three 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:

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


ENRON INT'L (INVESTMENTS): Last Shareholders Meeting Is July 26
---------------------------------------------------------------
Enron International Brazil Investments 1997 Ltd. will hold its
final shareholders meeting on July 26, 2007, at 10:00 a.m., at:

          599 Lexington Avenue
          New York, NY 10022,
          U.S.A.

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,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three 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:

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


F GLOBAL: Proofs of Claim Filing Is Until July 27
-------------------------------------------------
F Global Marketing SPC's creditors are given until
July 27, 2007, to prove their claims to Richard L. Finlay, 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.

F Global's shareholders agreed on June 6, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

        Richard L. Finlay
        Attention: Krysten Lumsden
        P.O. Box 2681
        George Town, Grand Cayman
        Cayman Islands
        Telephone: (345) 945 3901
        Fax: (345) 945 3902


FAIRFIELD TRAFALGAR: Last Shareholders Meeting Is on July 26
------------------------------------------------------------
Fairfield Trafalgar Advanced Fund Ltd. will hold its final
shareholders meeting on July 26, 2007, at 9:30 a.m., at:

          4th floor, Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          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,
      and

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

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

The liquidators can be reached at:

          Chris Humphries
          Mark Cummings
          c/o Stuarts Walker Hersant
          Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          Cayman Islands


FAIRFIELD TRAFALGAR FUND: Last Shareholders Meeting Is July 26
--------------------------------------------------------------
Fairfield Trafalgar Fund Ltd. will hold its final shareholders
meeting on July 26, 2007, at 10:00 a.m., at:

          4th floor, Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          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,
      and

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

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

The liquidators can be reached at:

          Chris Humphries
          Mark Cummings
          c/o Stuarts Walker Hersant
          Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          Cayman Islands


GREENFIELDS FOODS: Sets Final Shareholders Meeting for July 26
--------------------------------------------------------------
Greenfields Foods Ltd. will hold its final shareholders meeting
on July 26, 2007, at 10:00 a.m., at:

          Suite 31-03, 31st Floor
          203, Jalan Bukit, Menara Keck Seng
          55100 Kuala Lumpar
          Malaysia

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,
      and

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

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

The liquidator can be reached at:

          John David Dryden
          Attention: John David Dryden
          Corporate Filing Services Ltd.
          P.O. Box 613
          Grand Cayman KY1-1107
          Cayman Islands
          Telephone: +603 2142 3810
          Fax: +603 2142 1810


KOCH INVESTMENT: Final Shareholders Meeting Is on July 26
---------------------------------------------------------
KOCH Investment Group (Caymanii)Ltd. will hold its final
shareholders meeting on July 26, 2007, at 9:00 a.m., at:

          4th floor, Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          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,
      and

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

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

The liquidators can be reached at:

          Chris Humphries
          Mark Cummings
          c/o Stuarts Walker Hersant
          Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman KY1-1104
          Cayman Islands


PANCRAS LIMITED: Sets Final Shareholders Meeting for July 26
------------------------------------------------------------
Pancras Limited will hold its final shareholders meeting on
July 26, 2007, at:

          Queensgate 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,
      and

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

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

The liquidator can be reached at:

          Richard Gordon
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


SINO CITY: Will Hold Final Shareholders Meeting on July 26
----------------------------------------------------------
Sino City Ltd. will hold its final shareholders meeting on
July 26, 2007, at 9:00 a.m., at:

          Flat D, 5th Floor
          No. 51 Conduit Road
          Hong Kong

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,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three 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:

          Leung Yuen Man
          Attention: Campbells
          4th Floor, Scotia Centre
          P.O. Box 884
          George Town, Grand Cayman KY1-1103
          Cayman Islands




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


BANCOLOMBIA: Aims COP200B in Loan Issue from Mortgage Scheme
------------------------------------------------------------
A Bancolombia executive told Business News Americas that the
bank is hoping to issue COP200 billion in loans from its CPT Mas
que Casa commercial mortgage loan program over the next six
months.

BNamericas relates that to "tap Colombia's housing deficit,"
Bancolombia launched its Casa Para Todos mortgage loan program
in 2006.  The program was aimed exclusively at residential
mortgage borrowers.

Bancolombia's mortgage loan vice president Luis Fernando Munoz
told BNamericas, "We expect CPT Mas que Casa to yield positive
results, considering the country's good growth prospects as well
as the fact it needs to modernize its infrastructure," Luis
Fernando Munoz, Bancolombia's mortgage loan VP, said.

According to BNamericas, Mr. Munos said that under the Casa Para
Todos program, Bancolombia grants loans denominated in
Colombia's inflation-indexed currency unit UVR with up to
10-year maturities for commercial loans and up to 15 years for
residential mortgages.

Mr. Munos told BNamericas that as of the end of May 2007,
Bancolombia had grown its mortgage loan portfolio --
securitizations included -- 18.7% to some COP664 billion
compared to the same time last year.  Bancolombia has a 27%
market share in that segment.

The Casa Para Todos Mas que Casa program lets Colombians in
Spain and the US to apply for residential and commercial
mortgage loans, BNamericas states.

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

                        *     *     *

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

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Fitch Ratings downgraded and removed from Rating
Watch Negative Bancolombia's long-term and short-term local
currency Issuer Default Ratings and Individual rating:

   -- Individual rating to 'C/D' from 'C';
   -- Local currency long-term IDR to 'BB+' from 'BBB-'; and
   -- Local currency short-term rating to 'B' from 'F3';

In addition, Fitch affirmed these ratings:

   -- Foreign currency long-term IDR at 'BB+';
   -- Foreign currency short-term rating at 'B'; and
   -- Support rating at '3'.

Fitch says the rating outlook was stable.


ECOPETROL: Converts Almost 24,000 Vehicles To Run on NatGas
-----------------------------------------------------------
Colombian state-owned oil firm Ecopetrol has converted almost
24,000 vehicles to run on natural gas in the first five months
of this year, Business News Americas reports.

Ecopetrol said in a statement that Colombia has surpassed its
goal to convert some 200,000 vehicles to run on natural gas.  
Natural gas fuel sales increased 60% in 2006 from the previous
year.

According to BNamericas, Ecopetrol has over 150 natural gas
filling stations in Colombia and over 100 conversion centers in
various cities throughout the country.

Ecopetrol told BNamericas that the high rate of conversions was
credited to an incentive program of 400,000 to COP1 million per
conversion.  Ecopetrol has invested about US$12 million in the
incentive program.

BNamericas relates that Ecopetrol wants to have about 500,000
vehicles running on natural gas by 2015 and one million by 2020.  

It will invest some US$2 billion throughout 2011 on programs to
boost fuel quality and increase environmental protection,
BNamericas states, citing Ecopetrol.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Fitch Ratings upgraded the foreign currency
Issuer Default Ratings of Ecopetrol to 'BB+' from 'BB'.  The
rating action followed the upgrade of The Republic of Colombia's
foreign currency Issuer Default Ratings to 'BB+' from 'BB'.  


ECOPETROL: Won't Work with Petrobras in Cartagena Project
---------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA has failed
to reach an alliance agreement with Swiss resources group
Glencore to partner Colombian state-owned oil company Ecopetrol
in expanding Colombia's Cartagena plant, Business News Americas
reports, citing an Ecopetrol spokesperson.

BNamericas relates that Ecopetrol and Glencore are working to
"structure the project."

The spokesperson told BNamericas, "The revision of assets is
advancing for the full structuring of the new company, which is
called Refineria de Cartagena.  The studies are progressing to
contract the design for the construction to begin next year."

The expansion would be completed in 2010, BNamericas says,
citing the spokesperson.

According to BNamericas, Ecopetrol disclosed in 2006 that it
would work together with Glencore in the Refineria de Cartagena
joint venture, which would conduct an expansion of the Cartagena
plant and make investments to double the processing capacity of
the facility to around 150,000 barrels per day from 75,000
barrels per day.

Colombian news daily Portafolio relates that under the alliance,
Ecopetrol would have a 49% share in Refineria de Cartagena,
while Glencore would hold 51%.  Glencore then launched
negotiations with Petroleo Brasileiro to share its controlling
stake.

However, the talks have failed, allegedly due to economic
disagreements over how the alliance would be created, Portafolio
notes.

An Ecopetrol spokesperson told BNamericas that after Refineria
de Cartagena launched operations in the plant in April 2007, the
company and Glencore said that they would boost the planned
investments in the expansion to US$2 billion from US$880 million
to make the plant a "high conversion facility," instead of a
"medium conversion."

Glencore paid some US$631 million for a 51% stake in the
Cartagena plant in August 2006, beating Petroleo Brasileiro's
US$595-million offer, BNamericas states.

                        About Glencore

Glencore International trades in the stuff of which stuff is
made.  The company is a commodities trader (metals and minerals,
agricultural products, and energy) and a diversified natural
resources conglomerate with interests in companies involved in
mining, smelting, refining, and processing.  In the energy
sector, the company markets such products as coal, crude oil,
jet fuel, and gasoline.  Glencore's ownership stakes include a
14% share in Xstrata and a 12% interest in RUSAL, the world's
largest aluminum producer.  Founded in 1974 as a marketer of
ferrous and nonferrous metals and other products, the company is
owned by management and employees.

                  About Petroleo Brasileiro

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

                        About Ecopetrol

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Fitch Ratings upgraded the foreign currency
Issuer Default Ratings of Ecopetrol to 'BB+' from 'BB'.  The
rating action followed the upgrade of The Republic of Colombia's
foreign currency Issuer Default Ratings to 'BB+' from 'BB'.  


PETROLEO BRASILEIRO: Fails To Ink Working Accord with Glencore
--------------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA has failed
to reach an alliance agreement with Swiss resources group
Glencore to partner Colombian state-owned oil company Ecopetrol
in expanding Colombia's Cartagena plant, Business News Americas
reports, citing an Ecopetrol spokesperson.

BNamericas relates that Ecopetrol and Glencore are working to
"structure the project."

The spokesperson told BNamericas, "The revision of assets is
advancing for the full structuring of the new company, which is
called Refineria de Cartagena.  The studies are progressing to
contract the design for the construction to begin next year."

The expansion would be completed in 2010, BNamericas says,
citing the spokesperson.

According to BNamericas, Ecopetrol disclosed in 2006 that it
would work together with Glencore in the Refineria de Cartagena
joint venture, which would conduct an expansion of the Cartagena
plant and make investments to double the processing capacity of
the facility to around 150,000 barrels per day from 75,000
barrels per day.

Colombian news daily Portafolio relates that under the alliance,
Ecopetrol would have a 49% share in Refineria de Cartagena,
while Glencore would hold 51%.  Glencore then launched
negotiations with Petroleo Brasileiro to share its controlling
stake.

However, the talks have failed, allegedly due to economic
disagreements over how the alliance would be created, Portafolio
notes.

An Ecopetrol spokesperson told BNamericas that after Refineria
de Cartagena launched operations in the plant in April 2007, the
company and Glencore said that they would boost the planned
investments in the expansion to US$2 billion from US$880 million
to make the plant a "high conversion facility," instead of a
"medium conversion."

Glencore paid some US$631 million for a 51% stake in the
Cartagena plant in August 2006, beating Petroleo Brasileiro's
US$595-million offer, BNamericas states.

                        About Glencore

Glencore International trades in the stuff of which stuff is
made.  The company is a commodities trader (metals and minerals,
agricultural products, and energy) and a diversified natural
resources conglomerate with interests in companies involved in
mining, smelting, refining, and processing.  In the energy
sector, the company markets such products as coal, crude oil,
jet fuel, and gasoline.  Glencore's ownership stakes include a
14% share in Xstrata and a 12% interest in RUSAL, the world's
largest aluminum producer.  Founded in 1974 as a marketer of
ferrous and nonferrous metals and other products, the company is
owned by management and employees.

                        About Ecopetrol

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

                  About Petroleo Brasileiro

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

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

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

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

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


SOLUTIA INC: Recorded Claims Transfers as of July 2
---------------------------------------------------
The Bankruptcy Clerk for the U.S. Bankruptcy Court for the
Southern District of New York recorded a total of US$1,443,639
claims which changed hands between June 27, 2007, and
July 2, 2007, in Solutia Inc. and its debtor-affiliates'
chapter 11 cases:
                                                   Face Amount
Transferor           Transferee       Claim No.     of Claims
----------           ----------       ---------     ---------
Sig Southwest Inc.    Argo Partners            -     US$56,162


Aceto Corp.           Hain Capital          1584        96,066
                     Holdings, LLC

Comprehensive Search  CVI GVF (Lux)            -       218,680
                     Master S.a.r.l.

Comprehensive Search, CVI GVF (Lux)         3407       217,751
Inc.                  Master S.a.r.l.

Comprehensive Search, CVI GVF (Lux)         3407       218,228
Inc.                  Master S.a.r.l.

Regional Valve Corp.  CVI GVF (Lux)            -        67,194
Of Florida            Master S.a.r.l.

US Filter/IonPure     Hain Capital            64       569,558
                     Holdings, LLC

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in  
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.  Solutia
has operations in Malaysia, China, Singapore, Belgium, and
Colombia.  The company and 15 debtor-affiliates filed for
chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No.
03-17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  

The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SWIFT & CO: Cash Tender Offer Is Until Today
--------------------------------------------
Swift & Company and its affiliates, S&C Holdco 3 Inc. and Swift
Foods Company, reported the extension of their previously
announced cash tender offers.  The tender offers, previously
scheduled to expire at midnight, New York City time, on
July 5, 2007, will now expire at 8:00 a.m., New York City time,
on July 10, 2007, unless further extended by the companies.  The
tender offers are being extended to coordinate the closing of
the tender offers with the closing of the previously announced
acquisition of SFC by J&F Participacoes, S.A., a Brazilian
corporation.  Except for the extension of the Offer Expiration
Date, all terms and conditions of the tender offers are
unchanged and remain in full force and effect.

On June 21, 2007, the companies previously have received the
requisite consents to adopt the proposed amendments to the
applicable indentures governing the 10-1/8% Senior Notes due
2009 issued by S&C, the 12-1/2% Senior Subordinated Notes due
Jan. 1, 2010, issued by S&C, the 11.00% Senior Notes due 2010
issued by S&C Holdco 3 and the 10.25% Convertible Senior
Subordinated Notes due 2010 issued by SFC pursuant to the
consent solicitations.  The companies have been advised by the
depositary for the tender offers that, as of 5:00 p.m., New York
City time, on July 5, 2007, S&C has received validly tendered
and not withdrawn tenders of:

      (i) approximately US$265.8 million of outstanding 10-1/8%
          Senior Notes, or approximately 99.2% of the aggregate
          principal amount of 10-1/8% Senior Notes outstanding
          and

     (ii) approximately US$137.7 million of outstanding
          Subordinated Notes, or approximately 91.8% of the
          aggregate principal amount of Subordinated Notes
          outstanding, S&C Holdco 3 has received validly
          tendered and not withdrawn tenders and consents of
          approximately US$125.1 million of outstanding 11.00%
          Senior Notes, or approximately 99.9% of the aggregate
          principal amount of 11.00% Senior Notes outstanding,
          and SFC has received validly tendered and not
          withdrawn tenders and consents of approximately
          US$94.2 million of outstanding Convertible Notes, or
          approximately 99.9% of the aggregate principal amount
          of Convertible Notes outstanding.

Each company, the applicable guarantors and the trustee have
entered into a supplemental indenture for the applicable Notes
giving effect to the amendments.  The amendments to the
indentures contained in such supplemental indentures became
effective upon execution of the supplemental indenture, but will
not become operative until the date on which all Notes validly
tendered prior to the Offer Expiration Date are accepted for
purchase pursuant to the terms of the Offer Documents.  The
right to withdraw tendered Notes and to revoke delivered
consents terminated upon execution of the supplemental
indentures.

The tender offers by each Company will expire on the Offer
Expiration Date and the deadline for holders of the Notes to
tender their Notes will be the Offer Expiration Date.

The tender offers are conditioned upon, among other things, the
consummation of the Acquisition.  Each Company expects to pay
for any of its Notes purchased pursuant to its tender offer and
consent solicitation in same- day funds on a date promptly
following the satisfaction or waiver of the conditions to the
closing of the Acquisition and the acceptance of such validly
tendered and not withdrawn Notes.

The companies have retained J.P. Morgan Securities Inc. to act
as the Dealer Manager and the Solicitation Agent in connection
with the tender offers and consent solicitations.  Questions
about the tender offers and consent solicitations may be
directed to J.P. Morgan Securities Inc. at (800) 245-8812 (toll
free) or (212) 270-1477 (collect).  Copies of the Offer
Documents may be obtained from D.F. King & Co., Inc., the
Information Agent for the tender offers and consent
solicitations, at (800) 290-6427 (toll free) or (212) 269- 5550
(collect).

The tender offers and consent solicitations are being made
solely on the terms and conditions set forth in the Offer
Documents.  Under no circumstances shall this press release
constitute an offer to buy or the solicitation of an offer to
sell the Notes or any other securities of any of the Companies.  
No recommendation is made as to whether holders of the Notes
should tender their Notes.

                       About Swift & Co

Swift & Company is one of the world's leading beef and pork
processing companies.  Its largest business segments are
domestic beef processing (Swift Beef, 59% of consolidated sales
for the first 39 weeks ended February 25, 2007), domestic pork
processing (Swift Pork, 22%) and beef operations in Swift
Australia (19%).  Consolidated sales for the twelve months ended
Feb. 25, 2007 were about US$9.5 billion.  It has operations in
Brazil and Colombia.

                        *     *     *

As reported on July 9, 2007, Standard & Poor's revised the
CreditWatch implications of all ratings on Swift, including the
'B' corporate credit rating, to positive from developing, where
they were placed on May 29, 2007, following JBS S.A.'s (JBS;
B+/Watch Neg/--) announcement that its holding company J&F  
Participacoes (J&F; not rated) had signed an agreement for the
acquisition of 100% of U.S.-based Swift for US$1.4 billion
(enterprise value).


SWIFT & CO: S&P Puts B- Rating on J&F's US$600-Million Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to J&F I Finance Co., and its 'B-' unsecured debt
rating to J&F I Finance's proposed US$200 million of senior
notes due 2015, US$200 million of senior toggle notes due 2015,
and US$200 million of senior floating rate notes due 2014.  J&F
I Finance Co. will be merged with and into Swift & Co.
     
At the same time, Standard & Poor's revised the CreditWatch
implications of all ratings on Swift, including the 'B'
corporate credit rating, to positive from developing, where they
were placed on May 29, 2007, following JBS S.A.'s (JBS; B+/Watch
Neg/--) announcement that its holding company J&F Participa‡oes
(J&F; not rated) had signed an agreement for the acquisition of
100% of US-based Swift for US$1.4 billion (enterprise value).
     
All ratings on J&F I Finance are placed on CreditWatch with
positive implications, meaning the ratings may be raised or
affirmed following the completion of Standard & Poor's review.  
The ratings on Brazil-based meat processing company JBS remain
on CreditWatch with negative implications, where they were
placed on May 29, 2007 following the Swift acquisition
announcement.
     
Proceeds from the proposed notes offerings will be used to
finance the acquisition of Swift, along with US$500 million of
equity from J&F, and approximately US$300 million to US$400
million of borrowings on Swift's proposed US$700 million asset-
based revolving credit facility (unrated), which matures in May
2012.
     
Pro forma for the transaction, rated debt at Swift will be
approximately US$600 million.
     
Although Swift is being acquired by J&F I Finance, a subsidiary
of J&F, Standard & Poor's views JBS and Swift as one economic
entity given the common ownership, management, and lines of
businesses of the two companies, the consolidation of the Swift
brand under one owner, and the willingness of its owners to
contribute US$500 million of equity to complete this ransaction.  
"We believe that the new owners will face some challenges in
acquiring Swift given its very weak performance of the last
several years due to mad cow disease, its low margins, the
highly competitive operating environment, and the inherent
differences of the U.S. market," said Standard & Poor's credit
analyst Jayne Ross.
     
The resolution of the CreditWatch will depend on the final
acquisition and funding details, including the ultimate
capitalization structure at Swift and JBS.  The Swift ratings
could be raised to 'B+' and equalized with JBS, and JBS' ratings
would be affirmed if significant additional equity is
contributed to the transaction, for example as a result of the
announced commitment to JBS from BNDES Participacoes S.A. for up
to RUS$1.46 billion (approximately USUS$750 million) and a
commitment from J&F for up to RUS$390 million (approximately
USUS$200 million).  Upon closing of the new financing
transaction, Standard & Poor's existing senior unsecured and
subordinated debt ratings on Swift will be withdrawn when these
notes get repaid.
     
"We will resolve the CreditWatch listings for both Swift and JBS
upon closing of the acquisition and completion of the
financing," said Ms. Ross.  "Any further significant change in
financing details could result in a revision of these proposed
ratings at both Swift and JBS."

Swift & Company, headquartered in Greeley, Colorado, is a major
processor of beef and pork, with operations in the US and
Australia.  It has sales offices in Mexico.




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


BANCO GENERAL: Launches Operations in Costa Rica
------------------------------------------------
Central American reporters say that Banco General has launched
operations in Costa Rica.

Published reports say that the new subsidiary will concentrate
on corporate customers in a first stage.  It has started
operating with an initial capital base of US$11 million.

Banco General will be absorbing Banco Continental in a merger.  
The merged firm will become Panama's largest bank, Business News
Americas states.

                        *     *     *

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

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

Fitch said the rating outlook was stable.


HILTON HOTELS: AG Edwards Downgrades Firm's Shares to Sell
----------------------------------------------------------
AG Edwards analyst Jeffrey M. Randall has downgraded Hilton
Hotels Corp's shares to "sell" from "buy," Newratings.com
states.

Mr. Randall said in a research note that Hilton Hotels agreed to
be acquired by The Blackstone Group, in an all cash transaction
for US$47.50 per share.

Mr. Randall told Newratings.com that the deal is "non-contingent
on financing."  It has been ratified by Hilton Hotels' board and
would be concluded in the fourth quarter 2007.

"Any competing offers are unlikely to emerge," Newratings.com
states, citing AG Edwards.

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'
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.


HILTON HOTELS: Shares Up 37% to US$45.71
----------------------------------------
Hilton Hotels Corporation's shares closed at US$45.71 Friday,
marking a 37% increase and the company's highest since July
1980, Michael Patterson at Bloomberg News reports.

The company entered into a definitive merger agreement with The
Blackstone Group in an all-cash transaction valued at
approximately US$26 billion.  Under the agreement, Blackstone
will purchase all of Hilton's outstanding common stock at
US$47.50 per share.

                         Rating Actions

As reported in the Troubled Company Reporter on July 6, 2007, as
a result of its transaction with Blackstone, Fitch Ratings
downgraded Hilton Hotels' issuer default rating to B from BB+.  
Fitch says that although the terms of the transaction and
prospective capital structure have yet to be finalized, it
believes that the deal will likely result in a substantial
increase in leverage more consistent with ratings in the 'B'
category.  Fitch also placed all of Hilton Hotel's ratings under
Rating Watch Negative.

At the same time, Standard & Poor's Ratings Services also
lowered its corporate credit rating on Hilton Hotels to BB- from
BB+.  According to S&P credit analyst Emile Courtney, the BB-
rating reflects S&P's expectation the deal will be completed and
represents the highest outcome that S&P deems appropriate given
its review on preliminary information available.  S&P also
placed Hilton Hotels' ratings on CrediWatch with negative
implications.

Moody's Investors Service Ratings placed on review for
downgrade:

  -- Corporate Family rating at Ba1

  -- Probability of default at Ba1

  -- Senior notes at Ba1, LGD 4

  -- Senior bank credit facilities at Ba1, LGD 4

  -- Senior, subordinated and preferred shelf at (P) Ba1, LGD
     4, (P) Ba2, LGD 6, (P) Ba2,LGD 6 respectively.

Moody's placed the ratings of Hilton Hotels  on review for
downgrade following its announcement that it has entered
into a definitive merger agreement with The Blackstone Group's
real estate and corporate private equity funds in an all-cash
transaction.

              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.


US AIRWAYS: Inks Agreement Selling ARINC Stake to Carlyle
---------------------------------------------------------
US Airways Group Inc., along with five other airlines, entered
into a Stock Purchase Agreement selling their stake in ARINC
Inc. to Radio Acquisition Corp., an affiliate of the Carlyle
Group, the Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc. and
    * Northwest Airlines Corp.

According to the report, the airlines, which hold over 90% of
ARINC shares, expects to gain around US$1 billion. The sale is
expected to close before Oct. 31, 2007.

AMR said that it expects to receive US$194 million from the sale
while UAL said it expects to get US$125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. -- http://www.arinc.com/-- provides transportation  
communications and systems engineering.  The company has
locations in Argentina, Germany, Spain, China, Japan, Taiwan,
Thailand and Singapore, among others.

                      About U.S. Airways Group

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the  
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

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

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

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

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

                        *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.




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


ALCATEL-LUCENT: Working with Softbank Mobile
--------------------------------------------
Alcatel-Lucent is collaborating with Japanese service provider,
Softbank Mobile on a series of demonstrations of its 3G wireless
in-building solutions in Japan.  The technology demonstrations
are designed to highlight the benefits of home base stations and
feature Alcatel-Lucent's Femto Base Station Router (BSR), an
innovative solution that packs W-CDMA/HSPA radio access and core
network elements into one compact, easy-to-deploy unit.

These demonstrations are a key element in efforts to deliver
high-speed mobile voice and data services to Softbank's
customers in their homes and business locations.

The range of demonstrations Alcatel-Lucent is conducting with
Softbank include the completion of circuit-switched voice calls
and the delivery of high-speed data services using Softbank
handsets, and High-Speed Downlink Packet Access (HSDPA)
technology using laptops equipped with HSDPA PC cards.

"These successful demonstrations represent a big step forward
for Alcatel-Lucent in establishing itself as a leader in the
delivery of in-building wireless solutions," said Frederic Rose,
President of Alcatel-Lucent's activities in Asia-Pacific.  
"Alcatel-Lucent's Femto BSR offers an ideal way for service
providers -- such as Softbank Mobile -- to deliver broadband
wireless services in a home or small office more efficiently
than a traditional cellular network could."

Based on Alcatel-Lucent's revolutionary "flat IP (Internet
Protocol)" architecture, the Femto BSR integrates the W-CDMA
Node B and packet core network elements, including the radio
network controller, into a single, compact box.  This technique
reduces the number of network elements (and related "layers")
that network traffic has to travel through, eliminating
bottlenecks in the network and thereby increasing data
throughput and lowering latency.  Additionally, this approach
enables operators to deploy and optimize smaller, stand-alone
base stations that register themselves on the network, making
them easier for the service provider to manage, even in large
numbers.

In addition to the savings in cost and space, the Femto BSR
offers exceptional flexibility, enabling operators to support a
variety of deployment scenarios; the Femto BSR can be offered
with integrated radio network controller functionality, router
functionality or both, depending on the needs of the operator
and the network architecture they have in place.

                         About Softbank

Softbank Group is the holding company for several businesses
linked to Internet culture, technology services and e-commerce.
Three companies are at the core of the operation: Softbank BB
for broadband infrastructure, Softbank Telecom for fixed
communication and Softbank Mobile for mobile telecommunication
business.

                      About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that   
enable service providers, enterprises and governments worldwide
to deliver voice, data and video communication services to end
users.  Alcatel-Lucent maintains operations in 130 countries,
including, Austria, Germany, Hungary, Italy, Netherlands,
Ireland, Canada, United States, Costa Rica, Dominican Republic,
El Salvador, Guatemala, Peru, Venezuela, Australia, Indonesia,
Brunei and Cambodia.

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

                        *     *     *

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

As of Feb. 7, 2007, Moody's Investor Services puts a Ba2 rating
on Alcatel's Corporate Family and Senior Debt rating.  Lucent
carried Moody's B1 Senior Debt rating and B2 Subordinated debt &
trust preferred rating.

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




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


PETROLEO BRASILEIRO: Denies Business Irregularities in Ecuador
--------------------------------------------------------------
Petroleo Brasileiro SA aka Petrobras, considering the news that
has been aired by the Ecuadorian and Brazilian media about
supposed irregularities committed by its controlled company
Petrobras Energia Equador, reaffirms it has complied with all
legal provisions in all legal, contractual and administrative
acts in that country.

The company clarifies has not been notified regarding any
investigation carried out by the Special Commission created by
the Ecuadorian Ministry of Mines and Energy as to its
contractual and legal obligations.  Moreover, it also states it
was not invited to provide information or possible
clarifications regarding any act that could be considered as an
irregularity under Ecuadorian law.

A Petrobras expects the Ecuadorian Government will disregard the
accusations involving reserve acquisitions, which may have been
the justification for the investigation, as it has or has
requested all formal authorizations issued by the competent
regulatory bodies.

Additionally, the Ecuadorian State's control agencies have
hitherto always made favorable statements regarding Petrobras'
hydrocarbon reserve acquisitions in Ecuador.

The Company once again reiterates its respect for the Ecuadorian
laws, which are in line with its mission of performing in the
oil, gas and, energy sector in a safe, profitable and socially
and environmentally responsible manner.  Furthermore, pursuant
to its Strategic Plan, it contributes to the development of the
countries where it has operations, in agreement with its 53-year
corporate history and its presence in upwards of 24 countries.

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.




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


IMAX CORP: Expects to File Annual Report Before Aug. 1
------------------------------------------------------
IMAX Corporation Friday provided a status update pursuant to the
alternative information guidelines of the Ontario Securities
Commission.  These guidelines contemplate that the company will
normally provide bi-weekly updates on its affairs until such
time as the Company is current with its filing obligations under
applicable Canadian provincial securities laws.

The company reported that, with regard to its accounting review
in connection with revenue recognition for the years 2002
through 2006, it has submitted a response to comments received
from the staff of the U.S. Securities and Exchange Commission,
and believes that it has substantially addressed these comments
by revising its accounting policy with regard to revenue
recognition for theatre systems and by committing to incorporate
certain other changes in its financial statements and other
disclosures in the 2006 Annual Report on Form 10-K.  
Accordingly, the company plans to file both its 10-K and Report
on Form 10-Q for the fiscal quarter ended March 31, 2007
shortly.

The company previously said that it would delay the filing of
its 10-K and 10-Q due to the discovery of certain accounting
errors and has since broadened its accounting review to include
certain other accounting matters based on comments received by
the Company from the SEC and OSC.

The principal changes to the company's revenue recognition
policy with regard to theatre systems are to reflect:

    a) the treatment of the theatre system equipment (including
       the projector, sound system, screen and, if applicable,
       3D glasses cleaning machine) and certain services
       associated with the theatre system equipment as a single
       deliverable and a single unit of accounting, and

    b) the requirement to have a signed customer acceptance
       prior to revenue recognition.

These revisions will be treated as a correction of an error.  
The policy and the revisions will be discussed in greater detail
in the Company's 10-K.

                            Default

As reported in the Troubled Company Reporter on July 2, 2007,
the company was unable to file its Annual Report on Form 10-K by
the June 30, 2007 deadline.

As a result, the company is in default of the reporting covenant
under the indenture governing its 9-5/8% senior notes dues 2010.

The company received notice of default on July 2, 2007.  
However, the company expects to make such filings prior to
Aug. 1, 2007, the expiration of the 30-day period, after notice
of default which allows for the cure of such default under the
Indenture before holders can seek to accelerate the
indebtedness.

                        Nasdaq Listing

As reported in the Troubled Company Reporter on July 5, 2007,
the Nasdaq Listing Qualifications Panel has granted the
company's request for continued listing of its shares on The
Nasdaq Stock Market.

The decision is subject to the condition that the company files
its Form 10-K for the fiscal year ended Dec. 31, 2006, its Form
10-Q for the fiscal quarter ended March 31, 2007, and all
required restatements, on or before Oct. 1, 2007, and that it
continue to meet all other Nasdaq listing requirements.

The company's next bi-weekly status update is expected to be
released during the week of July 16, 2007.

                   About IMAX Corporation

Headquartered jointly in New York City and Toronto, Canada, IMAX
Corporation -- http://www.imax.com/-- (NASDAQ:IMAX) is one of  
the world's leading entertainment technology companies, with
particular emphasis on film and digital imaging technologies
including 3D, post-production and digital projection.  IMAX is a
fully-integrated, out-of-home entertainment enterprise with
activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to
ongoing research and development.  IMAX has locations in
Guatemala, India, Italy, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 9, 2007, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on IMAX Corp.
to 'CCC+' from 'B-'.  The ratings remain on CreditWatch, with
implications revised to developing from negative, to indicate
possible upward or downward movement of the ratings.  The
ratings were originally placed on CreditWatch with negative
implications on April 2, 2007.


* GUATEMALA: S&P Revises Outlook To Positive from Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long- and
'B' short-term foreign currency sovereign credit ratings on the
Republic of Guatemala.  Standard & Poor's also confirmed its
'BB+' long- and 'B' short-term local currency sovereign credit
ratings on the republic.  The outlook on the long-term ratings
was revised to positive from stable.
     
According to Standard & Poor's credit analyst Roberto Sifon
Arevalo, the change in outlook reflects growing prospects for
policy continuity after the 2007 national elections, based upon
a solidifying consensus on key economic policies.
      
"GDP growth is expected to reach 5% or higher during 2007, the
highest rate in more than 10 years," said Mr. Sifon Arevalo.  
"The pickup in growth reflects, in large part, greater private
sector confidence about the direction of economic policies in
coming years," he added.
     
Mr. Sifon Arevalo explained that an improvement in tax
collections, along with steps to strengthen key public
institutions and improve transparency, should strengthen the
policy framework for the next administration.  Tax revenue has
increased by about 0.6% of GDP since the 2006 passage of an
antievasion law, and should increase by at least 0.7% of GDP in
2007, gradually strengthening public finances.
     
Guatemala's ratings are supported by a strong track record of
cautious fiscal policies.  The general government deficit
(including losses from Banco de Guatemala) was around 2% in 2006
and is expected at around 1.7% in 2007, due, in large part, to
tax collections that were up by 17% (year over year) as of May
2007.
      
"Since taking office in 2004, the administration of President
Oscar Berger reduced the size of the armed forces by half,
strengthened the tax administration agency, and boosted the
independence of the central bank, the bank superintendency, the
Supreme Electoral Tribunal, the Supreme Court, and the
Constitutional Court.  Moreover, the administration has
implemented a free-trade agreement with the U.S., raising
prospects for investment and growth," Mr. Arevalo said.  "This
reform was the product of intense and lengthy debate in
Congress, indicating the growing ability of the political class,
across all parties, to negotiate and achieve consensus on key
economic policies," he added.
     
Guatemala's sovereign rating could improve if the next
administration takes further steps to improve transparency and
political cohesion and to lower the general government debt to
general government revenue ratio.  "Steps to further widen the
tax base while containing the level of debt, as well as to
improve the profile of the sovereign's market debt to make it
less vulnerable to negative external developments, would improve
Guatemala's financial profile, boosting its ratings," noted Mr.
Arevalo.  "On the other hand, fiscal slippage and a return to
political polarization that limits the government's ability to
apply effective economic policies could undermine recent
progress, returning the outlook to stable," he concluded.




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


ALERIS INT'L: Will Pay US$194 Million to Acquire Wabash Alloys
--------------------------------------------------------------
Aleris International Inc. disclosed further information
concerning the definitive agreement to acquire Wabash Alloys
from Connell Limited Partnership.  Wabash Alloys produces
aluminum casting alloys and molten metal at its seven facilities
in the United States, Canada and Mexico.  Under the agreement,
Aleris will pay approximately US$194 million, with certain
adjustments for working capital and other items.  Aleris expects
the acquisition to be neutral to accretive to its leverage ratio
prior to any benefits from synergies, and anticipates financing
the acquisition from a combination of cash flows from
operations, additional draws of its revolving credit facility,
or the incurrence of additional debt, which may include term
credit facilities or bonds.  Closing of the acquisition is
expected to occur in the third quarter and is subject to
regulatory approvals and customary closing conditions.

As reported in the Troubled Company Reporter-Latin America on
July 9, 2007, Steve Demetriou, Chairman and Chief Executive
Officer, stated, "We believe the acquisition of Wabash Alloys
will be an excellent strategic fit with Aleris's existing
specification alloy operations.  The transaction provides
outstanding opportunities to broaden our customer base, optimize
processing capabilities and enhance our ability to meet the
needs of our customers."

Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled  
aluminum products and offers aluminum recycling and the
production of specification alloys.  The company also
manufactures value-added zinc products that include zinc oxide,
zinc dust and zinc metal.  The Company operates 42 production
facilities in the United States, Brazil, Germany, Mexico and
Wales, and employs approximately 4,200 employees.

                        *     *     *

As reported on Dec. 22, 2006, Standard & Poor's rated Aleris
International Inc.'s senior secured first-lien term loan carries
at 'B+' loan and gave the company a '2' recovery rating after
the report that the company increased the term loan by
US$125 million.

Ratings List:

   * Aleris International Group

      -- Corporate Credit Rating at B+/Stable/
      -- Senior Secured B+


AXTEL SAB: Launches Operations in Xalapa, Veracruz
--------------------------------------------------
Axtel said in a statement that it has launch a fixed line
network in Xalapa, Veracruz.

According to Axtel's statement, the expansion to Xalapa is part
of its expansion plan for this year.

Business News Americas relates that Axtel began its expansion
early this year after acquiring fixed line operator Avantel.  
Though Axtel now has operations in 22 cities, "it is still
dwarfed by incumbent carrier Telmex."  The expansion is part of
Axtel's US$210-million investment plan for this year.

BNamericas notes that Axtel will offer its full host of
software, which include:

          -- fixed line telephony,
          -- broadband Internet,
          -- corporate virtual private networks, and
          -- security software.

Axtel would invest some US$25 million in the operations, as it
has done in other cities it has expanded to, BNamericas states.

Headquartered in Monterrey, Mexico, AXTEL is a Mexican
telecommunications company that provides local and long distance
telephony, broadband Internet, data and built-to-suit
communications solutions in 17 cities and long distance
telephone services to business and residential customers in over
200 cities.  The seventeen cities in which AXTEL currently
provides local services are Mexico City, Monterrey, Guadalajara,
Puebla, Leon, Toluca, Queretaro, San Luis Potosi,
Aguascalientes, Saltillo, Ciudad Juarez, Tijuana, Torreon
(Laguna region), Veracruz, Chihuahua, Celaya and Irapuato.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 25, 2007, Standard & Poor's Ratings Services assigned its
'BB-' rating to Axtel SAB de CV's US$250 million Senior
Unsecured Notes due January 2017.  It also affirmed its 'BB-'
long-term corporate credit rating on Axtel.  S&P said the
outlook is negative.

As reported in the Troubled Company Reporter-Latin America on
Jan. 23, 2007, Moody's Investors Service has confirmed Axtel,
S.A.B. de C.V.'s Ba3 corporate family rating and changed the
rating outlook to stable.


BALLY TOTAL: Board Receives Alternate Chapter 11 Plan Offer
-----------------------------------------------------------
Bally Total Fitness's Board of Directors has received a letter
from current shareholders Liberation Investments, L.P.,
Liberation Investments, Ltd., Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations
Fund L.P., which proposes an alternate chapter 11 plan of
reorganization for the company.  The company is engaging in
discussions with these shareholders and, subject to the
execution of confidentiality agreements, will provide due
diligence access to these shareholders for the purposes of their
proposal being further refined and proposed definitive
documentation being provided to the Board for review and
consideration.  The shareholders have agreed to complete their
due diligence by July 20, 2007, and the company has asked that
proposed definitive documentation be negotiated by that date.  
There are no assurances that any agreement will be reached with
the shareholders.

As previously announced, the company is currently soliciting
consents to its prepackaged plan of reorganization, as to which
holders of 63% of its Senior Notes and more than 80% of its
Senior Subordinated Notes have signed a Restructuring Support
Agreement.  The expiration of the company's solicitation of
consents for its proposed plan of reorganization is
July 27, 2007.  The company will continue soliciting consents
from noteholders while the Board engages in discussions with
these shareholders.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT)(OTC BB: BFTH) -- 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.


CARDTRONICS INC: 7-Eleven ATM Buy Prompts S&P to Affirm Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its B+/Stable/--
corporate credit rating on Houston, Texas-based Cardtronics
Inc., after the company's announced acquisition of the U.S. ATM
operations of 7-Eleven, Inc.  The outlook remains stable.
      
"The ratings on Cardtronics reflect its high leverage and
aggressive capital spending in a mature and consolidating
industry," said Standard & Poor's credit analyst David Tsui.  
These factors partly are offset by Cardtronics' leading position
in the U.S. as an independent ATM provider and recurring revenue
streams.
     
Pro forma for the acquisition of 5,500 ATMs from 7-Eleven, Inc.,
Cardtronics owns about 60% of its network of approximately
31,000 ATMs and provides services for the balance.  Cardtronics'
ATMs are located in nonbanking sites, typically located in
convenience stores, grocery stores, drugstores and retailers.  
Contracts with merchants are on average five to seven years,
providing stable and recurring revenue streams.  The company's
top 15 customers account for approximately 40% of revenues.  
     
Cardtronics has grown rapidly since 2001, tripling the number of
ATMs in its network, primarily through acquisitions.  However,
the U.S. ATM industry is mature, and characterized by sharp
competition for high traffic, high volume sites.  Organic growth
opportunities, including the increased revenues associated with
bank and network branding initiatives and a growing presence in
the U.K. and Mexico provided some relief.  

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


CARDTRONICS INC: Plans to Offer US$125 Million of Senior Notes
--------------------------------------------------------------
Cardtronics, Inc., plans to offer US$125.0 million aggregate
principal amount of 9-1/4% Senior Subordinated Notes due 2013,
subject to market and other customary conditions.

The notes are an additional issuance of Cardtronics' 9-1/4%
Senior Subordinated Notes due 2013, US$200.0 million of which
were originally issued in August 2005.

The company intends to use the net proceeds from this offering,
together with available cash and borrowings under its revolving
credit facility, to fund its previously announced acquisition of
substantially all of the assets of the financial services
business of 7-Eleven, Inc., which is expected to close early in
the third quarter of 2007.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended and outside the United States pursuant
to Regulation S under the Securities Act.  The notes have not
been registered under the Securities Act and may not be offered
or sold in the United States without registration or an
applicable exemption from the registration requirements.

                     About Cardtronics

Headquartered in Houston, Texas, Cardtronics Inc. --
http://www.cardtronics.com/-- is a non-bank owner/operator of  
ATMs with more than 25,750 locations.  The company operates in
every major U.S. market, at approximately 1,700 locations
throughout the U.K., and at over 700 locations in Mexico.


CROWN HOLDINGS: Fitch Affirms Issuer Default Rating at B+
---------------------------------------------------------
Fitch Ratings has affirmed the ratings for Crown Holdings, Inc.,
and its subsidiaries Crown Cork & Seal Company, Inc., Crown
Americas, LLC, and Crown European Holdings, SA as:

Crown:

  -- Issuer Default Rating 'B+'.

Crown Cork:

  -- IDR 'B+';
  -- Senior unsecured notes 'B/Recovery Rating (RR) of RR5'.

Crown Americas:

  -- IDR 'B+';
  -- Senior secured dollar term facility 'BB+/RR1';
  -- Senior secured dollar revolving facility 'BB+/RR1';
  -- Senior unsecured notes 'B+/RR4';

Crown European:

  -- IDR 'B+';
  -- Senior secured euro term facility 'BB+/RR1';
  -- Senior secured euro revolving facility 'BB+/RR1';
  -- Senior secured euro 1st priority notes 'BB+/RR1';

Approximately US$3.5 billion of debt is covered by the ratings.
The Rating Outlook is Stable.

The ratings reflect Crown's leading market share across its
product categories, balanced revenue mix, geographic
diversification, good liquidity, modest near-term debt
maturities, volume growth in emerging markets, and focus on debt
reduction.  Rating concerns include high leverage, escalating
raw materials and energy costs, intense competition in mature
markets, increasing cash deployment towards shareholders, and to
a lesser extent, asbestos liability.

The Stable Outlook reflects the relatively steady demand in
Crown's key end-markets, consistent operating performance and
solid cash generation.  The company's internationally balanced
asset portfolio is also a key factor lending stability to the
Outlook.

Crown has been challenged with substantially higher raw
materials costs over the past few years but has successfully
passed higher costs to its customer base in most cases.  Higher
energy costs are an additional pressure on margins.  Despite
these challenges, Crown has maintained stable profitability over
the past several quarters, and has repaid a meaningful portion
of debt over the past few years.  Free cash generation of US$164
million in 2006 was below Fitch's expectation.  Management has
indicated that working capital was the primary factor leading to
lower than expected free cash flow.

In late 2006, Crown added an additional US$200 million of term
debt under its existing credit facility, using the proceeds to
pay down outstanding revolver balances and improve liquidity.  
Fitch has updated its recovery analysis to account for the
additional secured debt outstanding.

Despite the additional debt, the ratings on each debt class
within the capital structure remain unchanged.  Fitch expects
that, in a distressed scenario, all secured claims including the
senior secured credit facility (at CA and CEH) and the senior
secured first priority notes at CEH would obtain full recovery.  
However, the two unsecured classes (at CA and CCS) would likely
be impaired.  Compared to Fitch's previous analysis, the
estimated recovery value for holders of the unsecured debt held
at CCS would be reduced from the high end to the low end of the
'RR5' recovery band (11% to 30%) due to the additional debt.  
Fitch views the CCS unsecured class as structurally subordinate
to the unsecured class at CA, and therefore rates the CA class
one notch higher at 'B+/RR4'.

Crown maintains debt reduction as a top financial priority,
although the company was a net borrower in 2006.  Pension
contributions, asbestos payments, and shareholder distributions
are competing uses of cash. Shareholder focused actions may be
gaining a larger share of excess cash distribution.  Crown
repurchased US$135 million of stock in 2006 (after just US$38
million in 2005) and has US$227 million remaining under its
current repurchase authorization. Crown has indicated that
excess cash in 2007 will be directed towards debt reduction and
share repurchases in roughly a two-thirds, one-third proportion.  
The company is targeting free cash flow in the US$330 million to
US$370 million range for 2007.  After expected cash asbestos
payments of about US$25 million, Crown could direct US$200
million or more towards debt reduction. Greater deleveraging
could take place in 2008 if cash flows improve as expected.

Fitch believes Crown's free cash flow target is achievable and
expects operating cash flows to improve over the intermediate
term, driven by volume growth, product mix, and lower pension
payments.  Fitch expects lower capital spending as certain
foreign investment projects have been completed.

As of March 31, 2007, the company's liquidity was about US$689
million, comprised of US$278 million cash and US$411 million of
available revolver.  The company has modest debt maturities of
US$43 million and US$39 million due in 2007 and 2008. Crown's
financial position and debt service obligations offer
substantial flexibility for the next several years. Crown
divested the last of its plastic packaging assets in 2006 and
Fitch does not believe further asset sales will be a source of
funds for significant debt reduction as they have been in the
past.

At fiscal year-end 2006 Crown's credit metrics were relatively
stable year over year.  As of Dec. 31, 2006, the company had
operating EBITDA leverage of 4.4 times (compared to 4.3x in
2005) and EBITDA interest coverage of 2.3x (compared to 2.3x in
2005).  It should be noted that Fitch's calculation of these
ratios is not equivalent to those allowed for covenant
compliance, which incorporate a provision for asbestos payments,
among other things.  Covenants under the senior secured credit
facilities limit debt-to-EBITDA to 4.25x through Sept. 30, 2007
and EBITDA interest coverage to 2.75x through the same date.  
Requirements by Fiscal Year 2007 will be 4.0x and 2.9x
respectively.

Asbestos payments and new claims continue to decline steadily.  
Crown paid US$26 million for asbestos related settlements in
2007 compared to US$29 million in 2005.  New claims fell by
nearly 50% year over year and the company expects payments of
US$25 million in 2007.

Looking ahead, key risks and challenges include escalating raw
materials and energy costs.  Fitch believes Crown may face
stronger headwinds from rising raw materials prices,
particularly for aluminum in North America, as price ceilings
contained in some supplier contracts are removed.  These
ceilings may have partially shielded the company from the
dramatic escalation in aluminum prices in recent quarters.  If
further cost increases are not completely passed through or if
there is a lag in pass through, profitability could be
challenged.

Crown should continue to see solid volume and revenue growth in
certain emerging markets.  Productivity and cost reduction
initiatives are also beginning to show results so far in 2007.  
Competition will remain fierce in mature markets and volume
losses are always a possibility.  However, Crown rebounded
strongly from volume losses in early 2006, capturing new volume
in higher margin specialty can products.

Philadelphia-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated  
companies, supplies packaging products to consumer marketing
companies around the world.  In Latin America, the Company has
operations in Mexico, and in South and Central America.   The
Company also maintains operations in Europe, particularly in the
United Kingdom and France.  In the Asia-Pacific region, the
Company has an office in Singapore.


CINEMARK HOLDINGS: Names Three New Members to Board of Directors
----------------------------------------------------------------
Cinemark Holdings, Inc., has elected Carlos M. Sepulveda, Roger
T. Staubach and Donald G. Soderquist to the Board of Directors
of Cinemark, effective as of June 29, 2007.  They are replacing
Robin P. Selati, James N. Perry and Joseph E. Syufy, who have
resigned from the Board.

Mr. Sepulveda has been President and CEO of Interstate Battery
System International, Inc., a seller of automotive and
commercial batteries, since May 2004 and its Executive Vice
President from 1995 until 2004.  Prior to Interstate, he was
with the accounting firm of KPMG Peat Marwick in Austin, New
York and San Francisco for 11 years.  Mr. Sepulveda will serve
as Chairman on Cinemark's Audit Committee.

Mr. Staubach is the founder and Executive Chairman of The
Staubach Company, a market leading global commercial real estate
strategy and services firm.  Prior to founding The Staubach
Company, Mr. Staubach played professional football from 1969 to
1979 with The Dallas Cowboys.  Mr. Staubach currently serves on
the board of directors of AMR Corporation and has been named
Chairman of the Host Committee for Super Bowl XLV.  Mr. Staubach
is also involved with The Children's Cancer Fund, the United
States Naval Academy Foundation and numerous other civic,
charitable and professional organizations.

Mr. Soderquist was Senior Vice Chairman of Wal-Mart Stores,
Inc., the world's largest retailer, from January 1999 to August
2000.  Prior to January 1999, Mr. Soderquist was Vice Chairman
and Chief Operating Officer of Wal-Mart Stores, Inc.  
Mr. Soderquist currently serves on the board of directors of
ARVEST Bank, John Brown University, NWA Community Foundation and
the Salvation Army-National.

"We are pleased that Carlos, Roger and Don have joined us," said
Alan Stock, Cinemark's Chief Executive Officer.  "We are certain
that they will be strong additions to the Board, and that their
impressive backgrounds and broad experiences will be a real
asset to Cinemark."

Cinemark Holdings, Inc. -- http://www.cinemark.com/ -- a leader  
in the theatre exhibition industry, operates 395 theatres and
4,479 screens in 37 states in the United States and
internationally in 13 countries, primarily in Mexico and South
and Central America.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services revised its outlook on
Cinemark Inc. and subsidiary Cinemark USA Inc., which are
analyzed on a consolidated basis, to positive from stable.  At
the same time, Standard & Poor's affirmed its existing ratings
on Cinemark, including the 'B' corporate credit ratings.  The
Plano, Texas-based movie exhibitor had about US$3.1 billion in
total debt, including capitalized operating leases and pro forma
for its new senior secured credit facility, which closed on
Oct. 5, 2006.


EMPRESAS ICA: Consortium Wins 20-Year Concession for Rioverde
-------------------------------------------------------------
Empresas ICA, S.A. de C.V. said in a filing with the Mexican
stock exchange Bolsa Mexicana de Valores that the consortium it
headed has won a 20-year concession for the Rioverde-Ciudad
Valles highway in San Luis Potosi.

A Mexican communications and transport ministry official told
Business News Americas that Empresas ICA won the bid because it
presented the lowest offer.

Bnamericas relates that Empresas ICA will conduct construction
works on the 113-kilometer highway's second 68.6-kilometer
section.  It will "charge commuters a partially subsidized toll
and will carry out expansions to its 8.0-kilometer third
section, which along with the first section will remain toll-
free."

BNamericas notes that the highway is part of the "bi-oceanic
Altiplano corridor running from the Veracruz port on the Gulf of
Mexico in the east through Mexico City, and then southwest to
Acapulco on the Pacific coast."

Empresas ICA will be compensated in quarterly payments form the
government, BNamericas states, citing the official.

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.


GENERAL MOTORS: Bear Stearns Puts Peer Perform Rating on Shares
---------------------------------------------------------------
Bear Stearns analyst Peter Nesvold has downgraded General Motors
Corp's shares to "peer perform" from "outperform,"
Newratings.com states.

Mr. Nesvold said in a research note that General Motors' share
price appreciated significantly by 31% since May 10, 2007.

Mr. Nesvold told Newratings.com that the "fundamental challenges
appear to have risen since then, as indicated by a 24% year-on-
year decline in sales in June, higher discounting by the
Japanese players and mortgage-related concerns."

It is a good time to take profits, Newratings.com states, citing
Bear Stearns.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908, GM employs  
about 280,000 people around the world.  With global manufactures
its cars and trucks in 33 countries, including Brazil and India.
In 2006, nearly 9.1 million GM cars and trucks were sold
globally under the following brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating,
and maintained its SGL-3 Speculative Grade Liquidity Rating.
The rating outlook remains negative, according to Moody's.


JOAN FABRICS: Court Okays Sale of All Assets for US$29 Million
--------------------------------------------------------------
Joan Fabrics Corp. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to sell its assets for
US$29 million, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, at an auction held June 26, 2007,
Valdese Weavers LLC's US$13.9 million bid for part of the
Debtor's business won.  

In addition, Bloomberg says Gordon Brothers Group LLC's US$9.5
million bid for equipment and Fred J. Godley's US$5.9 million
offer for options on Cramerton, North Carolina real estate
prevailed.

Earlier, Kelly Beaudin Stapleton, the United States Trustee for
Region 3, opposed the sale of substantially all of the Debtor's
assets arguing that the Debtor has not provided sufficient
information to interested parties to allow them to evaluate the
sales.  Moreover, the Trustee said that despite the Debtor's
agreement to do so, the Debtor has not addressed issues in the
sale motion related to consumer privacy and consumer fraud.

GE Commercial Finance Business Property Corporation fka General
Electric Capital Business Asset Funding Corporation for its part
argued that the Debtor has obligation to GE pursuant to a leased
property.

The Debtor, through its predecessor, Mastercraft Fabrics LLC,
leases a property from Cramerton Associates LLC.  The property
is located at 345 Eastwood Drive, in Cramerton, North Carolina.

Cramerton owes GE US$3.7 million pursuant to a promissory note
dated July 18, 2002.  The note is secured by the leased
property.

GE contended that the lease property is not part of the estate
under Section 541 of the Bankruptcy Code.  It is undisputed, GE
said, that the property is owned by Cramerton, a non-debtor
entity and is leased to the Debtor.

GE further argued that it was never contacted by the Debtor
regarding the proposed asset sale.

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.  The Debtor and its affiliate,
Madison Avenue Designs LLC, filed for Chapter 11 protection
on April 10, 2007 (Bankr. D. Del. Case Nos. 07-10479 and
07-10480).  Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and
Michael Seidl, Esq., at Pachulski Stang Ziehl Young Jones &
Wein represent the Debtors in their restructuring efforts.
Bradford J. Sandler, Esq., at Benesch Friedlander Coplan &
Aronoff and David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of US$1
million to US$100 million.  The Debtors' exclusive period to
file a plan expires on Aug. 8, 2007.


UNITED AIR: Unit Expects US$40 Mil. Gain in Sale of ARINC Stake
---------------------------------------------------------------
UAL Corporation's wholly owned subsidiary, United Air Lines,
Inc., along with five other airlines, entered into a Stock
Purchase Agreement with ARINC Inc., and Radio Acquisition Corp.,
an affiliate of the Carlyle Group.

Under the agreement, the airlines, holding over 90% of ARINC
shares, will sell their respective stakes to Radio Acquisition.  
The sale is expected to close before Oct. 31, 2007.

According to the company, it expects to receive proceeds of
approximately US$125 million and record more than US$40 million
gain from the sale.

In a report by the Wall Street Journal, along with United Air,
the other airlines in the deal are:

    * AMR Corp.'s American Airlines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc.,
    * Northwest Airlines Corp. and
    * US Airways Group Inc.

                          About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. -- http://www.arinc.com/-- provides transportation  
communications and systems engineering.  The company has
locations in Argentina, Germany, Spain, China, Japan, Taiwan,
Thailand and Singapore, among others.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United    
Air Lines, Inc.  With key global air rights in the Asia-Pacific
region, Europe and Latin America (Mexico), United Airlines is
the world's second largest air carrier.  The company filed for
chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No.
02-48191).  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at
Kirkland & Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath &
Rosenthal LLP represented the Official Committee of Unsecured
Creditors before the Committee was dissolved when the Debtors
emerged from bankruptcy.  Judge Wedoff confirmed the Debtors'
Second Amended Plan on Jan. 20, 2006.  The company emerged from
bankruptcy protection on Feb. 1, 2006.

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at
B-.


U.S. STEEL: Reports Management Changes in Three US Facilities
-------------------------------------------------------------
United States Steel Corporation announced key management changes
at Gary Works (Ind.), Mon Valley Works (Pa.) and ProCoil Company
(Mich.).  Garry E. Human has been named plant manager of Mon
Valley Works' Edgar Thomson Plant, Ladislav Halaj has been
appointed plant manager-finishing at Gary Works, and David L.
Armstrong has been advanced to president-ProCoil Company LLC.  
All appointments were effective July 1.

As plant manager-Edgar Thomson Plant, Mr. Human is responsible
for the day-to-day operations of Mon Valley Works' primary
operation in Braddock, Pa., and reports to Anton Lukac, general
manager-Mon Valley Works.  Prior to being named to his new
position, Mr. Human was president-ProCoil Company LLC, in
Canton, Mich.  He succeeds Dennis Quirk, who was recently named
plant manager-East Texas Tubular Operations, a welded tubular
facility in Lone Star, Texas.  The Edgar Thomson Plant has two
blast furnaces, two steelmaking vessels and a continuous slab
caster and has an annual raw steel capability of 2.9 million net
tons.

Mr. Human began his career with U.S. Steel in 1988, in steel
producing in the number one Basic Oxygen Process (BOP) shop at
Gary Works and became area manager in 1995.  In 1996, Mr. Human
became area manager-hot roll finishing, a position he held until
becoming area manager-continuous pickle line in 1998.  He was
named division manager-sheet products at U.S. Steel's Gary Works
in 1999 and division manager-tin operations in 2003.  In 2004,
Mr. Human was appointed to his most recent position, president-
ProCoil Company LLC.

A 1980 graduate of Illinois State University, Mr. Human has a
bachelor's degree in Industrial Technology.  He and his wife,
Cynthia, will relocate to the Pittsburgh area.

In his new position as plant manager-finishing at Gary Works,
Mr. Halaj oversees the hot rolling, cold rolling and coating
operations and associated processes at U. S. Steel's largest
integrated steelmaking facility, which has an annual raw steel
capability of 7.5 million net tons and is located in Gary, Ind.
He reports to Mike Williams, general manager-Gary Works.  Mr.
Halaj replaces William J. Kelly, who has retired.

Mr. Halaj, a native of Kosice, Slovakia, began his steelmaking
career in 1987 as a hydraulic system specialist in the cold
mills and pickling lines at VSZ a.s. In 1992, he left VSZ to
work for other steel companies including Sidor in Venezuela.  In
1998, Mr. Halaj was appointed manager-mechanical maintenance of
VSZ U. S. Steel, a.s., a joint venture of U.S. Steel and VSZ,
and was named deputy operations director in 1999.  He was
advanced to general manager-central maintenance U. S. Steel
Kosice in 2000, the year U.S. Steel acquired the steelmaking
operations of VSZ. Mr. Halaj was appointed general manager-
finishing in 2003. He moved to the United States when he was
named division manager-sheet products at U. S. Steel's Midwest
Plant, a finishing facility in Portage, Ind.  He was advanced to
division manager-sheet products at Gary Works in 2006, a
position he held until being appointed to his current position.

Mr. Halaj is a 1986 graduate of the Mechanical Faculty of the
Technical University of Kosice.  He and his wife, Maria
Halajova, and their children, Titanila and Erik, make their home
in Valparaiso, Ind.

ProCoil Company LLC, which Mr. Armstrong leads as president, is
a wholly owned steel processing subsidiary of U. S. Steel
located in Canton, Mich. ProCoil slits, cuts to length and
blanks steel coils to automakers' specifications.  The company
also provides laser welding services and warehouse services to
its automotive customers.  Mr. Armstrong, who was most recently
division manager-tin operations at Gary Works, succeeds
Mr. Human.

A native of Fairless Hills, Pa., where his father worked for
U.S. Steel, Mr. Armstrong, 53, began his career in the steel
industry in 1972 as an hourly employee at National Steel's
Midwest Plant in Portage, Ind.  He moved into management in
1982, held a series of increasingly responsible positions, and
was named area manager-operations in 1990.

In 1996, Mr. Armstrong was appointed division manager-
operations, holding various positions in both the sheet and tin
divisions.  When U. S. Steel acquired the Midwest Plant along
with other National Steel operations in 2003, Armstrong was
advanced to division manager-Midwest Tin.  He was appointed to
his most recent position, division manager-Gary and East Chicago
Tin, in 2004.  He and his wife, Sandy, who works for U. S. Steel
in Labor Relations, will relocate to the Detroit area.

                      About U.S. Steel

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures   
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 26.8 million net tons. U. S. Steel's domestic
primary steel operations are: Gary Works in Gary, Ind.; Great
Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works,
which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pa.; Granite
City Works in Granite City, Ill.; Fairfield Works near
Birmingham, Ala.; Midwest Plant in Portage, Ind.; and East
Chicago Tin in East Chicago, Ind.  The company also operates two
seamless tubular mills, Lorain Tubular Operations in Lorain,
Ohio; and Fairfield Tubular Operations near Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U. S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite (Minntac) and Keewatin
Taconite (Keetac), support the steelmaking effort, and its
subsidiary ProCoil Company provides steel distribution and
processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture
with Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico,
S.A. de C.V., provides Mexico's automotive and appliance
manufacturers with total supply chain management services
through its slitting and warehousing facility in San Luis Potosi
and its warehouse in Ramos Arizpe.

As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Standard & Poor's Ratings Services assigned its
'BB+' senior unsecured rating to the proposed offering of US$900
million in senior unsecured notes of United States Steel Corp.
(BB+/Stable/--).




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


* PANAMA: Cancels La Soledad's Hydroelectric Concession Request
---------------------------------------------------------------
Panamanian public services regulator Asep said in a statement
that it has cancelled La Soledad's request for a 32.5-megawatt
hydroelectric concession on the Santa Maria river in Veraguas.

According to Asep's statement, it cancelled the request in line
with resolutions that outline the procedure for awarding hydro
and geothermal generation concessions.

The majority of requests are cancelled when developers failed to
present project implementation schedules, BNamericas states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, Standard & Poor's Ratings Services revised its
outlook on its 'BB' long-term sovereign credit rating on the
Republic of Panama to positive from stable and affirmed its 'B'
short-term foreign currency sovereign credit rating on the
republic.




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


ADVANCED MEDICAL: Moody's Retains Review on Low B Ratings
---------------------------------------------------------
Moody's Investors Service maintains Advanced Medical Optics,
Inc. ratings on review for possible downgrade following AMO's
announcement of its offer for Bausch & Lomb, Inc. for US$75 per
common share in a combination of US$45 in cash and US$30 in AMO
common stock.

The proposed transaction is valued at approximately US$5
billion, including approximately US$830 million of debt.

AMO's offer is subject to termination of BOL's previously
announced merger agreement with affiliates of Warburg Pincus LLC
and the execution of a definitive merger agreement with BOL The
AMO offer is conditioned upon, among other things:

    (1) approval from both AMO and BOL shareholders;
    (2) regulatory approvals and
    (3) certain additional due diligence by AMO.

Additionally, the AMO offer contains a US$130 million
termination fee in the event the transaction does not close due
to the failure to obtain requisite financing or antitrust
clearance.

Moody's understands that the BOL Board of Directors, following
the recommendation of a Special Committee, favors the AMO offer.  
Further, Moody's understands that the BOL Special Committee and
its advisors will engage in further discussions with AMO
regarding its offer.

"The review for possible downgrade is based, in part, on the
belief that if the business combination is completed, the pro
forma leverage of the combined entity would be considerably
higher than AMO's leverage on a standalone basis," said Sidney
Matti, Analyst.  Given the expectation that the merger will be
financed with a significant amount of debt, a multi-notch
downgrade could occur, although it should be noted that AMO's
financing plan has not yet been made known.  Additionally, the
review will focus on the financial impact of the recall of the
company's Complete MoisturePlus contact lens solution product.

AMO's ratings were originally placed on review for possible
downgrade on May 29, 2007 following AMO's announcement that it
voluntarily withdrew its Complete MoisturePlus contact lens
solution based on information received from the U.S. Centers for
Disease Control and Prevention regarding Acanthamoeba keratitis
infections from the Acanthamoeba microorganism.

These ratings remain on review for possible downgrade:

    -- B1 Corporate Family Rating;

    -- B1 Probability of Default Rating;

    -- Ba1 (LGD2/14%) rating on US$300 million senior secured
       revolver due 2013;

    -- Ba1 (LGD2/14%) rating on US$450 million senior secured
       term loan B due 2014;

    -- B1 (LGD4/50%) rating on US$250 million senior
       subordinated notes due 2017; and

    -- B3 (LGD5/81%) rating on US$251 million convertible
       senior subordinated notes due 2024.

Bausch & Lomb, Inc., headquartered in Rochester, New York, is a
leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals and surgical
products.  For the twelve months ended March 31, 2007, BOL
reported approximately US$2.3 billion in revenues.  Currently,
BOL's senior unsecured debt rating is Ba1 and is under review
for possible downgrade.

                    About Advanced Medical

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets  
ophthalmic surgical and contact lens care products.  Sales for
the twelve months ended June 24, 2005 were approximately US$921
million.  The company has operations in Germany, Japan, Ireland,
Puerto Rico and Brazil.


DORAL FINANCIAL: ISS Urges Vote for US$610-Million Investment
-------------------------------------------------------------
Doral Financial Corporation reported that Institutional
Shareholder Services -- ISS, an independent proxy advisory
service, has recommended a vote "FOR" the proposed US$610
million investment in Doral Financial by Doral Holdings, LLC., a
newly formed entity in which Bear Stearns Merchant Banking and
other investors, including funds managed by Marathon Asset
Management, Perry Capital, the D. E. Shaw group, Tennenbaum
Capital Partners, Eton Park Capital Management, Goldman Sachs &
Co., Canyon Capital Advisors and GE Asset Management, will
invest.

Dennis G. Buchert, chairman of the board of Doral Financial,
stated, "We are pleased that ISS has recommended a vote 'FOR'
the proposed investment transaction between Doral Financial and
Holdings.  The board of directors has recommended that
shareholders vote to approve this transaction so that Doral
Financial can recapitalize and existing shareholders can
continue to participate in the future earnings and potential
growth of the company."

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

                        *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Fitch Ratings has lowered Doral Financial Corporation's ratings
as:

  Doral Financial Corporation

     -- Long-term Issuer Default Rating to 'B' from 'B+';
     -- Senior debt to 'B-' from 'B';
     -- Preferred stock to 'CCC' from 'CCC+';
     -- Individual to 'E' from 'D/E'.

  Doral Bank

     -- Long-term Issuer Default Rating to 'B+' from 'BB-';
     -- Long-term deposits to 'BB- from 'BB';
     -- Individual to 'D' from 'C/D'.

Fitch said the ratings remain on Rating Watch Negative.

Moody's Investors Service is continuing its review of Doral
Financial Corporation for possible downgrade.  The ratings have
been on review for possible downgrade since Jan. 5, 2007, when
Doral was downgraded to B2 from B1 for senior debt.  The review
has centered on Doral's prospects for refinancing US$625 million
of debt maturing in July.


MAIDENFORM BRANDS: S&P Rates US$150-Million Financing at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Maidenform Brands Inc.'s US$150 million
senior secured bank financing, which consists of a seven-year,
US$100 million term loan facility, and a five-year, US$50
million revolving credit facility.  The facility is rated 'BB+'
(two notches above the corporate credit rating on the company)
with a recovery rating of '1', indicating expectations of very
high (90%-100%) recovery in the event of a payment default.  The
proceeds were used to refinance the company's existing
indebtedness. The ratings on the company's existing US$150
million credit facility will be withdrawn.

  Maidenform Brands Inc.

    * Corporate Credit Rating         BB-/Stable/--

  Maidenform Brands Inc.

    * Senior Secured Local Currency   BB+ (Recovery Rating: 1)

Headquartered in Bayonne, New Jersey, Maidenform Brands, Inc. --
http://www.maidenform.com/-- and its subsidiaries design,  
source, and market a range of intimate apparel products in the
United States and Canada.  Its products include bras, panties,
and shapewear. The company offers its products under the
Maidenform, Flexees, Lilyette, Sweet Nothings, Rendezvous,
Subtract, Bodymates, and Self Expressions brand names.
Maidenform Brands sells its products through department stores;
national chain stores; mass merchants, including warehouse
clubs; and specialty retailers, licensing income, and off-price
retailers, as well as through company-operated outlet stores and
Web sites.  As of Dec. 31, 2006, it operated 76 outlet stores.
Maidenform products are currently distributed in 48 foreign
countries and territories, including the Philippines and Puerto
Rico.


NEW HORIZONS: Secures US$4 Million Preferred Stock Financing
------------------------------------------------------------
New Horizons Worldwide Inc., on July 3, 2007, has completed a
US$4,000,000 convertible preferred stock financing with private
investors.  The Series C Preferred Stock has an initial dividend
rate of 4%, a liquidation preference of US$23.25 plus accrued
and unpaid dividends, and is convertible into 5,333,333 shares
of the company's common stock.  The company intends to use the
proceeds of the sale primarily for general working capital.

The dividend rate for the Series C Preferred Stock will be
increased from the initial dividend rate of 4% to 20% if the
Company is unable to increase its authorized common shares from
the existing 20 million to 30 million within 180 days.  The
company may be required to redeem the Series C Preferred Stock
at the end of one year if the authorized number of shares has
not been increased at that date.  The company has committed to
seek stockholder approval for the increase, and several current
stockholders, including current and former members of the Board
of Directors, have agreed to vote to approve the increase in the
number of authorized common shares.

In conjunction with the financing the company issued 1,066,667
Series C warrants to the Series C Preferred Stockholders to
purchase the Company's common stock at US$0.75 per share.  These
warrants may be cancelled in the event of a predetermined
increase in the market price of the Company's common stock.

In order to secure the agreement of the company's secured
lenders to the financing and satisfy certain anti-dilution
adjustments contained in the terms of the Series A and Series B
warrants held by the lenders, the exercise price of such
warrants was reduced from US$1.50 to US$.90 and an additional
1,135,153 warrants were issued at the same exercise price.  The
financing also triggered the anti-dilution provisions of the
company's Series B Convertible Preferred Stock and caused the
conversion price of the outstanding shares of Series B Preferred
Stock to be reduced from US$1.80 to US$1.54 and the conversion
rate to be increased from 20.8333 to 24.3506.  As a result, the
number of shares of common stock into which the Series B
Preferred Stockholders may convert their shares of Series B
Preferred Stock increased from 3,639,432 to 4,253,879.

The Series C Preferred Stockholders have been granted the same
registration rights as those previously granted to the holders
of the Company's Series B Preferred Stock and its secured
lenders.  In addition, the Series C Preferred Stockholders are
entitled to elect two directors.  Stuart O. Smith and David A.
Goldfinger resigned as Directors of the Company effective
July 3, 2007, in order to accommodate the election of two
Directors by the Series C Preferred Stockholders.  Because the
Series C Preferred Stockholders have yet to be able to hold a
meeting to elect their Directors, the Board has appointed the
individuals they intend to elect, Arnold Jacob and Robert Orley,
to fill the vacancies.

Arnold Jacob, 54, is a principal of ATMF Realty and Equity
Corporation in Bloomfield Hills, Michigan, a company that
invests in real estate and business ventures.  In addition to
developing some 5 million square feet of commercial real estate,
ATMF and its affiliates own interests in businesses including
companies that distribute garden and seed products, manufacture
ice cream making equipment, operate inner-city movie theaters,
manufacture sausage for major grocery chains and publish weekly
newspapers.

Robert Orley is Vice President and a director of Real Estate
Interests Group, Inc. in Bloomfield Hills, Michigan.  Mr. Orley
also serves as a director of Mackinac Financial Corporation, a
bank holding company, is Chairman and CEO of RheTech, Inc, a
plastics compounder, is a founding Board Member of Telemus
Capital Partners, a financial advisory and private equity firm
and, through an affiliate, is a franchisee of the company.

Mark A. Miller, New Horizons President and CEO, stated, "This
new financing provides us the opportunity to become more current
with our vendors and make investments in our infrastructure and
strategic initiatives.  We expect this investment will give us
the financial wherewithal to continue pursuing our strategy of
introducing new programs, strengthening how we go to market in
partnership with our franchise owners and focusing on market
opportunities." Curtis Lee Smith, Chairman of the Board,
continued, "Our new investors are smart, savvy business people
and we are pleased with the confidence they have shown in the
future of New Horizons."

                     About New Horizons

Anaheim, California-based New Horizons Worldwide Inc. (Pink
Sheets: NEWH) - http://www.newhorizons.com/-- franchises the  
New Horizons Computer Learning Center brand in the U.S. and
around the world.  It also owns and operates computer training
centers in the U.S. and more than 280 centers in 56 countries.
New Horizons Computer Learning Centers is an independent IT
training company by IDC in 2006.

It has Latin America operations in Brazil, Chile, Colombia,
Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Jamaica,
Mexico, Panama, Peru and Puerto Rico.

As of March 31, 2007, the company listed total assets of US$27.6
million, total liabilities of US$32.3 million, and total
stockholders' deficit of US$4.7 million.




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


DIGICEL GROUP: Discloses Senior Promotions in Latin America
-----------------------------------------------------------
Digicel Group declared a number of senior promotions designed to
position the organizational structure for the next stage of the
company's development.

Driven by Digicel's phenomenal growth and expansion into 22
markets, together with future growth plans -- both organic and
through entering new markets -- the company has appointed Kevin
White as Chief Operations Officer Caribbean and Donal
O'Shaughnessy as Chief Operations Officer Central America.  In
addition, Niall Dorrian, formerly the COO of Digicel Jamaica,
has been promoted to the position of CEO Trinidad and Tobago.

"At Digicel, the strength, depth and expertise of our management
teams and staff has been the cornerstone of our continuing
success," said Digicel Group CEO, Colm Delves.  "We are pleased
to recognize Kevin, Donal and Niall for their outstanding
leadership.  Each professional brings dedicated experience and
unmatched expertise that will ensure that as we evolve we
continue to deliver the best value and best quality services
amongst our competition."

As COO of Caribbean, Mr. White takes responsibility for the
operational leadership of Digicel's established markets.  Having
joined Digicel in January 2002, Mr. White held the role of CEO
for Digicel Eastern Caribbean and Trinidad & Tobago.  Mr. White
was instrumental in propelling Digicel's growth in the Eastern
Caribbean.  He successfully grew Digicel to become a market
leader in St. Lucia, St. Vincent & the Grenadines, Grenada and
Barbados.  In 2005, he assumed responsibility for the expansion
of the business into Antigua & Barbuda, St. Kitts & Nevis,
Anguilla and Dominica.

Mr. White has more than 18 years experience working in Senior
Commercial Management roles in the telecommunications industry
in the UK and Ireland for companies such as Worldcom, Mercury
Communications and Esat Telecom.

Mr. O'Shaughnessy has been appointed COO Central America where
he will lead the company's plans for business roll out and
acquisition integration in the Central America region.  He will
be focused on getting new Digicel operations and acquisitions to
market quickly.  Digicel currently has an operation in El
Salvador, a license in Guatemala and is actively pursuing
opportunities for expansion in the region.

Mr. O'Shaughnessy played a key role in Digicel's initial 2001
launch in Jamaica as Infrastructure Director, and went on to
successfully establish and support Digicel operations throughout
the Eastern Caribbean and Netherlands Antilles region.  He has
led the rollout and integration in markets such as Haiti, Guyana
and El Salvador.  The establishment of his role to include all
of Central America is testimony to his success in managing the
unprecedented growth experienced by Digicel since inception.

Both Messrs. White and O'Shaughnessy will continue to report
directly into the Group CEO, Mr. Delves.

Mr. Dorrian has been promoted from COO of Digicel Jamaica to the
role of CEO for Digicel Trinidad & Tobago and will continue to
lead the company to become the number one mobile operator of
choice in Trinidad & Tobago.

Mr. Dorrian joined Digicel in 2006 from Diageo Plc based in
Jamaica where he was Commercial and Strategy Director.  With a
degree in Accountancy and Finance, Mr. Dorrian has 10 years of
international experience having worked in companies from North
America, Ireland and the Caribbean.  In his new position, Mr.
Dorrian will report to Kevin White, COO Digicel Caribbean.

Digicel had 4.7 million customers at March 31st 2007 across 22
markets in the Caribbean, Bermuda and Central America and
employs 3,400 people.  The company experienced a 144 percent
growth increase in the past financial year ended March 31st 2007
and its investments in the region exceed US$1.5 billion.

Digicel Group Limited -- http://www.digicelgroup.com/-- is a  
wireless services provider in the Caribbean region.  The company
is a newly created Bermuda incorporated company formed by Mr.
Denis O'Brien, who previously owned 78% of the shares of Digicel
Limited on a fully diluted basis.  The company started
operations in Jamaica in April 2001 and now offers GSM mobile
services in 22 markets primarily in the Caribbean including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Cayman, Curacao, Martinique, Guadeloupe, Trinidad and Tobago and
Haiti among others.

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.

   -- 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.




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


NAVIOS MARITIME: Launches Exchange Offer on 9-1/2% Senior Notes
---------------------------------------------------------------
Navios Maritime Holdings Inc. has commenced its offer to
exchange up to U.S. US$300,000,000 of its outstanding 9-1/2%
Senior Notes due 2014 for a like principal amount of its 9-1/2%
Senior Exchange Notes due 2014, which have been registered under
the Securities Act of 1933, as amended.  The exchange offer will
expire at 5:00 p.m., New York City time, on Aug. 6, 2007, unless
extended by Navios.

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW)
-- http://www.navios.com/-- is a vertically integrated global  
seaborne shipping company, specializing in the worldwide
carriage, trading, storing, and other related logistics of
international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It maintains offices
in Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 5, 2007, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa last week, the rating agency confirmed its B1 Corporate
Family Rating for Navios Maritime Holdings Inc.

The implementation of the LGD methodology in EMEA follows the
introduction of the methodology in September 2006.  Most of the
rating actions Moody's confirmed relate to senior secured loans.

                                                      Projected
                            Old POD  New POD  LGD     Loss-Given
   Debt Issue               Rating   Rating   Rating  Default
   ----------               -------  -------  ------  ----------
   Senior Unsecured
   Regular Bond/
   Debenture Due 2014       B2        B3      LGD5     80%




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


NORTHWEST AIRLINES: Distributes Cash & 401(K) Contributions
-----------------------------------------------------------
Northwest Airlines, on behalf of the Association of Flight
Attendants-CWA, has distributed cash and 401(K) contributions
generated from the sale of the US$182 million unsecured claim
included in the union's recently approved labor contract.

This allocation of funds to Northwest's flight attendants
completes the sale of all contract employee unsecured claims
negotiated during the carrier's Chapter 11 restructuring.  These
unsecured claims totaled US$1.25 billion.

Commencing in February 2007 when the company unilaterally gave
its unions the right to sell a portion of their claims earlier
than their collective bargaining agreements otherwise permitted,
each of the unions has been monetizing its claim dollars.  In
the aggregate, the total dollar amount in cash and Northwest
stock to be distributed to contract employees is US$960 million.

"When we originally negotiated the claims, the expected sale
price was 15 cents on the dollar.  If that price had stayed, the
total claims distribution would have been US$180 million.  
Instead, as a result of our successful restructuring, those
unsecured claims are worth US$960 million, a US$780 million
improvement over what was expected," said Doug Steenland,
Northwest Airlines president and chief executive officer.

                  Incentive Plans Offer More

The claims are in addition to a separate gain-sharing program
also included in the new labor contracts that could see contract
employees and non-executive salaried staff receive an additional
US$500 million in profit sharing through the end of 2010.

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--  
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 900 cities in excess of 160 countries on six
continents, including Italy, Spain, Japan, China, Venezuela and
Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.  When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on
March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' Plan.  The Plan took effect May 31, 2007.

                        *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook was stable.


NORTHWEST AIRLINES: Selling ARINC Stake to Carlyle
--------------------------------------------------
Northwest Airlines Corp., along with five other airlines,
entered into a Stock Purchase Agreement selling their stake in
ARINC Inc. to Radio Acquisition Corp., an affiliate of the
Carlyle Group, the Wall Street Journal reports.

The five other airlines are:

    * AMR Corp.'s American Airlines Inc.,
    * UAL Corp.'s United Air Lines Inc.,
    * Continental Airlines Inc.,
    * Delta Air Lines Inc. and
    * US Airways Group Inc.

According to the report, the airlines, which hold over 90% of
ARINC shares, expects to gain around US$1 billion.  The sale is
expected to close before Oct. 31, 2007.

AMR said that it expects to receive US$194 million from the sale
while UAL said it expects to get US$125 million.

WSJ relates that the airlines declined to comment further on the
deal.

                         About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--  
is an equity firm with US$46.9 billion under management.  
Carlyle invests in buyouts, venture & growth capital, real
estate and leveraged finance in Asia, Europe and North America,
focusing on aerospace & defense, automotive & transportation,
consumer & retail, energy & power, healthcare, industrial,
technology & business services and telecommunications & media.  
The firm has invested US$24 billion of equity in 576
transactions for a total purchase price of US$101.8 billion.  
Carlyle portfolio companies have more than US$68 billion in
revenue and employ more than 200,000 people around the world.

                           About ARINC

ARINC Inc. \u2013 http://www.arinc.com/-- provides  
transportation communications and systems engineering.  The
company has locations in Argentina, Germany, Spain, China,
Japan, Taiwan, Thailand and Singapore, among others.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--  
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 900 cities in excess of 160 countries on six
continents, including Italy, Spain, Japan, China, Venezuela and
Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.  When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on
March 26, 2007.  On  May 21, 2007, the Court confirmed the
Debtors' Plan.  The Plan took effect May 31, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook was stable.


PETROLEOS DE VENEZUELA: Seeks To Control Oil Spill in Paria
-----------------------------------------------------------
Venezuelan state-run oil firm Petroleos de Venezuela SA said in
a statement that it aims to have the oil spill on the coast of
the Paria peninsula in Sucre completely contained by the end of
the week.

As reported in the Troubled Company Reporter-Latin America on
July 5, 2007, Petroleos de Venezuela sent technicians to conduct
a probe on a spill that covered beaches near Pairia in Sucre
with a layer of heavy crude.  Paria mayor Regulo said that the
spill damaged the environment as well as the equipment of
artesian fishers.  According to the press, the affected beaches
are La Salina, Paraiso, and Los Cocales.  Workers cleaned up to
90% of the beaches.  However, Petroleos de Venezuela had yet to
send cleanup teams to nearby towns of Rio Salado and Curantica.  
The company has ruled out being responsible for the spill.

Petroleos de Venezuela said in a statement that it has assembled
a team of over 160 people to investigate and clean a spill of
roughly 200 barrels of crude.

According to Business News Americas, Petroleos de Venezuela
doesn't have any operations in the affected region.  Still it
started a contingency plan that had been designed for similar
incidents.

Over 75% of the spill has been cleaned, Petroleos de Venezuela
said in a statement.

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.


* BOND PRICING: For the Week July 2 to July 6, 2007
---------------------------------------------------

Issuer                 Coupon   Maturity   Currency   Price
------                 ------   --------   --------   -----

ARGENTINA
---------
Arg Boden               2.000    9/30/08     ARS      42.71
Argent-Par              0.630   12/31/38     ARS      52.98

BRAZIL
------
CESP                    9.750    1/15/15     BRL      59.25

CAYMAN ISLANDS
--------------
Vontobel Cayman        10.300   10/25/07     CHF      64.35
Vontobel Cayman        13.150   10/25/07     EUR      57.85
Vontobel Cayman        10.400   12/28/07     CHF      64.35
Vontobel Cayman        10.700   12/28/07     CFH      57.95
Vontobel Cayman        11.400   12/28/07     CFH      41.45
Vontobel Cayman        11.650   12/28/07     CHF      64.15
Vontobel Cayman        11.850   12/28/07     CHF      63.95
Vontobel Cayman        13.350   12/28/07     EUR      57.35
Vontobel Cayman        13.450   12/28/07     CHF      66.15
Vontobel Cayman        14.900   12/28/07     CHF      70.00
Vontobel Cayman        16.000   12/28/07     EUR      37.05
Vontobel Cayman        16.800   12/28/07     CHF      50.00
Vontobel Cayman        17.700   12/28/07     EUR      67.75
Vontobel Cayman        22.850   12/28/07     CHF      37.45
Vontobel Cayman         9.200     2/4/07     CHF      68.15
Vontobel Cayman        13.500    2/22/07     CHF      72.85

VENEZUELA
---------
Petroleos de Ven        5.375    4/12/27     US       67.37
Petroleos de Ven        5.500    4/12/37     US       64.70


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total
                                Equity        Assets
Company                 Ticker  (US$MM)       (US$MM)
-------                 ------  ------------  -------
Arthur Lange             ARLA3      (8.88)      56.71
Kuala                    ARTE3     (33.57)      11.86
Ceper-Inv                CEP        (7.77)     120.08
Ceper-B                  CEP/B      (7.77)     120.08
CIC                      CIC    (1,883.69)  22,312.12
Telefonica Hldg          CITI   (1,481.31)     307.89
Telefonica Hldg          CITI5  (1,481.31)     307.89
SOC Comercial PL         COME     (738.69)     456.86
Angel Estrada            ESTR      (68.23)      68.97
Estrada-A                ESTR5     (68.23)      68.97
Bombril Holding          FPXE3  (1,064.31)      41.97
Gazola                   GAZ03     (43.13)      22.28
Hercules                 HETA3    (233.64)      33.23
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Kepler Weber             KEPL3     (22.20)     478.81
Minupar                  MNPR3     (27.02)     206.98
Telebras-CM RCPT         RCTB30   (139.38)     235.03
Schlosser                SCL03     (55.17)      51.93
Telebras SA              TELB3    (139.38)     235.03
Telebras-CM RCPT         TELE31   (139.38)     235.03
Telebras SA              TLBRON   (139.38)     235.03
Varig SA                 VAGV3  (8,194.58)   2,169.10
FER C Atlant             VSPT3    (151.49)   1,914.18
WIEST                    WISA3    (107.73)      92.66



                        ***********


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.


           * * * End of Transmission * * *