TCRLA_Public/070725.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

          Wednesday, July 25, 2007, Vol. 8, Issue 146

                          Headlines

A R G E N T I N A

AGUACAMPO SA: Trustee To File General Report in Court Tomorrow
CARTA FRANCA: Proofs of Claim Verification Deadline Is Oct. 8
CODEPRO SA: Proofs of Claim Verification Is Until Aug. 31
COMPANIA LATINOAMERICANA: Fitch Puts BB+ Rating on US$235M Debts
EMPRESA EL CONDOR: Proofs of Claim Verification Ends Today

FACYA SAIC: Proofs of Claim Verification Deadline Is Oct. 10
JORGE EDUARDO: Trustee To File Individual Reports in Court Today
KINEDYNE SOUTH: Trustee To File Individual Reports on Sept. 19
PEDRO CASADO: Trustee To File General Report in Court Tomorrow
PESCADERIAS LINIERS: Claims Verification Deadline Is Sept. 25

SOCIEDAD ITALIANA: Proofs of Claim Verification Is Until July 27
TELECOM ARGENTINA: Workers Accept 11% Salary Hike Proposal
TELEFONICA DE ARGENTINA: Can't Launch Internet Protocol TV


B A H A M A S

COMPLETE RETREATS: Court Extends Solicitation Period to Oct. 31
COMPLETE RETREATS: Files Chapter 11 Plan of Liquidation


B A R B A D O S

ANDREW CORPORATION: Submits Pre-Merger Notification Filings
ANDREW CORPORATION: Inks Second Amendment to Credit Agreement


B E L I Z E

CONTINENTAL AIRLINES: Net Income Up 13% for Second Quarter 2007


B E R M U D A

BALLY TOTAL: Inks Confidentiality Pacts with Some Shareholders
BMS ALPHA: Final General Meeting Is Set for Today
DRESDNER RCM: Proofs of Claim Filing Is Until July 27
MONTPELIER RE: Forming Swiss Subsidiary


B R A Z I L

CAMARGO CORREA: S&P Affirms BB Long-Term Corporate Ratings
DELPHI CORPORATION: Moves Bid Deadline to July 31
GOL LINHAS: Fitch Affirms BB+ Local Currency Ratings
HERCULES INC: Earns US$34.5 Million in Second Quarter 2007
HERCULES INC: Okays US$200-Million Share Buyback Program

HEXCEL CORP: Loses US$8.7 Million from Discontinued Operations
MYERS INDUSTRIES: Shareholders Okay Acquisition by GS Capital
NET SERVICOS: Conducting Network Upgrade To Boost Service
POLYONE CORP: Sr. VP Wendy Shiba's Resignation Effective Aug. 17
TAM SA: Fitch Affirms BB Rating on US$300-Million Notes


C A Y M A N   I S L A N D S

ABACUS FUND: Proofs of Claim Filing Ends on July 27
AMMC CDO: Proofs of Claim Must be Filed by July 26
ANTHRACITE BALANCED: Final Shareholders Meeting Is Tomorrow
ANTHRACITE BALANCED: Proofs of Claim Filing Ends Tomorrow
AQR FINANCIAL: Proofs of Claim Filing Deadline Is Aug. 6

AQR GLOBAL: Proofs of Claim Filing Ends on Aug. 6
AQR GLOBAL ASSET: Proofs of Claim Filing Deadline Is Aug. 6
AQR GLOBAL (ALLOCATION): Proofs of Claim Filing Ends on Aug. 6
AQR GLOBAL FIXED: Proofs of Claim Must be Filed by Aug. 6
AQR GLOBAL FIXED INCOME: Proofs of Claim Filing Ends on Aug. 6

AQR GLOBAL YIELD: Proofs of Claim Filing Deadline Is Aug. 6
ARCEL FINANCE: Proofs of Claim Must be Filed by Aug. 12
BAILEY COATES: Proofs of Claim Filing Ends on July 27
BT BRAM: Proofs of Claim Filing Deadline Is 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
EUREKA INTERACTIVE: Sets Last Shareholders Meeting for Oct. 19
MORANE INVESTMENTS: Proofs of Claim Filing Ends on Aug. 12
ROYALTY INCOME: Proofs of Claim Filing Deadline Is Aug. 12


C H I L E

GENERAL MOTORS: Reports Global 2nd Qtr. Sales of 2.4MM Vehicles


C O L O M B I A

MAZDA MOTORS: Resumes Production in Yamaguchi Factory
POLYONE CORP: Inks Canadian Receivables Purchase Agreement


D O M I N I C A N   R E P U B L I C

* DOMINICAN REPUBLIC: Complains on IMF's Demands on Power Law
* DOMINICAN REPUBLIC: Taiwan Seeks To Solidify Pacts with Nation


G U A T E M A L A

SPECTRUM BRANDS: Discloses More Information for Fiscal 2007


M E X I C O

ADVANCED MARKETING: Wants Sale Order on Baker & Taylor Enforced
ADVANCED MARKETING: Files Revised Reclamation Claims Report
ADVANCED MICRO: Posts US$600 Mil. Net Loss in Qtr. Ended June 30
BALLY TOTAL: Inks Restructuring Support Pact with Noteholders
COOPER-STANDARD: S&P Affirms B Rating & Revises Outlook to Pos.

UNITED RENTALS: Inks US$6.6 Billion Merger Pact with Cerberus
UNITED RENTALS: Shares Up on Cerberus Merger Agreement
UNITED RENTALS: Fitch Keeps BB- Rating on NegWatch Due to Sale
WERNER LADDER: Committee Wants Ch. 11 Cases Converted to Ch. 7
WERNER LADDER: Rothschild Objects to Panel’ Disclosure Statement


P A N A M A

FORD MOTOR: TPG Capital, Others Bid for Jaguar & Land Rover


P E R U

* PERU: S&P Revises Ratings' Outlook to Positive from Stable


P U E R T O   R I C O

DORAL: Stock Sale Cues S&P to Remove B Rating from Dev. Watch
MUSICLAND HOLDING: Posts US$138,000 Net Loss in May 2007


V E N E Z U E L A

AES CORP: Finalizes Joint Dev't & Equipment Pact with Altair


                            - - - - -

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


AGUACAMPO SA: Trustee To File General Report in Court Tomorrow
--------------------------------------------------------------
Hector Ricardo Martinez, the court-appointed trustee for
Aguacampo S.A.'s bankruptcy proceeding, will file in the National
Commercial Court of First Instance in Buenos Aires a general report that
contains an audit of the company's accounting and banking records on July
26, 2007.

Mr. Martinez verified creditors' proofs of claim until
April 30, 2007.

Mr. Martinez also presented the validated claims in court as individual
reports on June 13, 2007.

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

The trustee can be reached at:

          Hector Ricardo Martinez
          Independencia 2251
          Buenos Aires, Argentina


CARTA FRANCA: Proofs of Claim Verification Deadline Is Oct. 8
-------------------------------------------------------------
Estudio Bruzzo, Plotno, Turek y Asoc., the court-appointed trustee for
Carta Franca S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Oct. 8, 2007.

Estudio Bruzzo will present the validated claims in court as individual
reports on Nov. 19, 2007.  The National Commercial Court of First Instance
in Buenos Aires will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by Carta Franca 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 Carta Franca's accounting and
banking records will be submitted in court on Feb. 1, 2008.

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

The trustee can be reached at:

          Estudio Bruzzo, Plotno, Turek y Asoc.
          Sarmiento 930
          Buenos Aires, Argentina


CODEPRO SA: Proofs of Claim Verification Is Until Aug. 31
---------------------------------------------------------
Sebastian Barletta, the court-appointed trustee for Codepro S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until Aug. 31,
2007.

Mr. Barletta will present the validated claims in court as individual
reports on Oct. 12, 2007.  The National Commercial Court of First Instance
in Buenos Aires will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by Codepro 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 Codepro's accounting and
banking records will be submitted in court on Nov. 23, 2007.

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

The trustee can be reached at:

          Sebastian Barletta
          Norberto de la Riestra 1209
          Buenos Aires, Argentina


COMPANIA LATINOAMERICANA: Fitch Puts BB+ Rating on US$235M Debts
----------------------------------------------------------------
Fitch Argentina Calificadora de Riesgo assigned BB+ ratings on Compania
Latinoamericana de Infraestructura & Servicios S.A.'s debts:

     -- Obligaciones Negociables for up to US$120 million (in
        circulation US$27.6 million)

     -- Obligaciones Negociables for US$15 million, due in 2008

     -- Obligaciones Negociables for up to US$100 million, due
        2012

The rate given to CLISA considers the positive evolution of the activity
registered in its main business, the history of the group and the Roggio
Family in the local market (mainly within the infrastructure and public
service sector), and the growth on the investments done by acquiring
business related to environmental engineering and provition of clean
water.  These investments give the company a wider diversification on the
generation of funds, which reduce the dependency related to the evolution
of the building sector, which is typically in cycles.

The rate also considers the debt in dollars that the company got with
income in pesos, as well as the fluctuation associated to the activity of
the company, the construction, and the exposition to the public sector as
main client.

The positive perspective shows the growth potential expected in the short
and media term in the building sector, which results from the strong needs
of public buildings in Argentina as well as new environmmental contracts.

On May 2007, Clisa issued notes for US$100 million, which are expected to
be used for paying part of the debt.  On other hand, the issuance could be
seen as a growth in the debts of the companny (as part of the funds could
be used to cancel other liabilities), and a greater difference between a
debt in dollars and a generation of funds in pesos.

Compania Latinoamericana de Infraestructura & Servicios S.A. is the
company under which the Roggio Group develops its building activities and
vital concession, also the public transport of passengers (Benito Roggio
Transporte) and the environmental engineering (Benito Roggio Ambiental
S.A.).


EMPRESA EL CONDOR: Proofs of Claim Verification Ends Today
----------------------------------------------------------
Raul Tallano, the court-appointed trustee for Empresa El Condor S.R.L.'s
reorganization proceeding, verifies creditors' proofs of claim until July
25, 2007.

Mr. Tallano will present the validated claims in court as individual
reports.  The National Commercial Court of First
Instance in Santa Fe 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 Empresa El
Condor 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 Empresa El Condor's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission deadline.

The debtor can be reached at:

         Empresa El Condor S.R.L.
         Belgrano 2910
         Santa Fe, Argentina

The trustee can be reached at:

         Raul Tallano
         Suipacha 2626
         Santa Fe, Argentina


FACYA SAIC: Proofs of Claim Verification Deadline Is Oct. 10
------------------------------------------------------------
Alicia Rita Romeo, the court-appointed trustee for Facya S.A.I.C.'s
bankruptcy proceeding, verifies creditors' proofs of claim until Oct. 10,
2007.

Ms. Romeo will present the validated claims in court as individual reports
on Nov. 22, 2007.  The National Commercial Court of First Instance in
Buenos Aires will determine if the verified claims are admissible, taking
into account the trustee's opinion, and the objections and challenges that
will be raised by Facya 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 Facya's accounting and banking
records will be submitted in court.

Infobae didn't state the general report submission date.

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

The trustee can be reached at:

          Alicia Rita Romeo
          Rodriguez Pena 694
          Buenos Aires, Argentina


JORGE EDUARDO: Trustee To File Individual Reports in Court Today
----------------------------------------------------------------
Angel Rodolfo Vazquez, the court-appointed trustee for Jorge
Eduardo Suarez Empresa Constructora S.R.L.'s bankruptcy proceeding, Mr.
Vazquez will present in the National Commercial Court of First Instance in
Villa Maria, Cordoba, the validated claims in court as individual reports
on July 25, 2007.

Mr. Vazquez verified creditors' proofs of claim until
June 11, 2007.

A general report that contains an audit of Jorge Eduardo's accounting and
banking records will be submitted in court.

Infobae did not state the general report submission date.

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

The debtor can be reached at:

          Jorge Eduardo Suarez Empresa Constructora S.R.L.
          San Luis 1073, Villa Maria
          Cordoba, Argentina

The trustee can be reached at:

          Angel Rodolfo Vazquez
          General Paz 431, Villa Maria
          Cordoba, Argentina


KINEDYNE SOUTH: Trustee To File Individual Reports on Sept. 19
--------------------------------------------------------------
Oscar Alfredo Arias, the court-appointed trustee for Zeox S.A.'s
bankruptcy proceeding, will present creditors' validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 19, 2007.

The court will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and challenges
raised by Zeox and its creditors.

Inadmissible claims may be subject for appeal in a separate proceeding
known as an appeal for reversal.

Mr. Arias verifies creditors' proofs of claim until
Aug. 8, 2007.

Mr. Arias will also submit to court a general report containing an audit
of Zeox's accounting and banking records on
Oct. 31, 2007.

The debtor can be reached at:

         Kinedyne South America S.A.
         Avenida Julio A. Roca 781
         Buenos Aires, Argentina

The trustee can be reached at:

         Oscar Alfredo Arias
         Carlos Pellegrini 1063
         Buenos Aires, Argentina


PEDRO CASADO: Trustee To File General Report in Court Tomorrow
--------------------------------------------------------------
Raul Bolado, the court-appointed trustee for Pedro Casado y Cia.
S.R.L.'s bankruptcy proceeding, will file in the National Commercial Court
of First Instance in Buenos Aires a general report that contains an audit
of the company's accounting and banking records on July 26, 2007.

Mr. Bolado verified creditors' proofs of claim until
April 13, 2007.

Mr. Bolado also presented the validated claims in court as individual
reports on May 29, 2007.

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

The debtor can be reached at:

          Pedro Casado y Cia. S.R.L.
          Moreno 60
          General Alvear, Mendoza
          Argentina

The trustee can be reached at:

          Raul Bolado
          Ameghino 30
          General Alvear, Mendoza
          Argentina


PESCADERIAS LINIERS: Claims Verification Deadline Is Sept. 25
-------------------------------------------------------------
Omar Sergio Luis Vazquez, the court-appointed trustee for Pescaderias
Liniers S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Sept. 25, 2007.

Mr. Vazquez will present the validated claims in court as individual
reports on Nov. 6, 2007.  The National Commercial Court of First Instance
in Buenos Aires will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by Pescaderias Liniers 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 Pescaderias Liniers' accounting
and banking records will be submitted in court on Dec. 18, 2007.

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

The trustee can be reached at:

          Omar Sergio Luis Vazquez
          Bartolome Mitre 1970
          Buenos Aires, Argentina


SOCIEDAD ITALIANA: Proofs of Claim Verification Is Until July 27
----------------------------------------------------------------
Julio Cesar Omar Ciorciari, the court-appointed trustee for
Sociedad Italiana de Socorros Mutuos' reorganization proceeding,
verifies creditors' proofs of claim on July 27, 2007.

Mr. Ciorciari will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Santa Fe 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 on Sociedad
Italiana 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 Sociedad Italiana's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission dates.

The debtor can be reached at:

         Sociedad Italiana de Socorros Mutuos
         Belgrano 660
         San Jeronimo Norte, Santa Fe
         Argentina

The trustee can be reached at:

         Julio Cesar Omar Ciorciari
         San Jeronimo 3079
         Ciudad de Santa Fe, Santa Fe
         Argentina


TELECOM ARGENTINA: Workers Accept 11% Salary Hike Proposal
----------------------------------------------------------
Telecom Argentina employees belonging to union Foetra have accepted the
firm's salary raise proposal, Argentine news daily La Nacion reports.

Under the agreement, an 11% salary increase will take immediate effect
while another 6% raise will be implemented onr March 2008, La Nacion
notes.

Business News Americas relates that telecommunications unions were
demanding a 25% salary raise.  They conducted three 48-hour strikes in
June.  This month, they carried out a 72-hour strike and a five-day
strike.

Telecom employees have been working lesser than the minimum legally
required, affecting operations, long distance interconnection and customer
support services, BNamericas states.

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

                        *     *     *

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


TELEFONICA DE ARGENTINA: Can't Launch Internet Protocol TV
----------------------------------------------------------
Julio Barbaro, Argentine federal broadcasting committee's head, told local
news daily Infobae that Telefonica de Argentina is not allowed to launch
Internet protocol television services in 2007.

Business News Americas relates that Telefonica de Argentina Chief
Executive Officer Eduardo Caride said in December 2006 that the firm would
invest some ARS300 million to launch Internet protocol television service
Speedy TV by the end of 2007.

Telefonica de Argentina will encounter regulatory obstacles if it tries to
do so, Infobae says, citing Mr. Barbaro.

Mr. Barbaro told BNamericas, "If Telefonica [de Argentina] tries to launch
TV services over Internet, it will lose its [concession] license."

Telefonica de Argentina has never asked for a license to enter the pay
television sector, Infobae notes, citing Mr. Barbaro.

Local telecoms consultancy Carrier & Asociados director Enrique Carrier is
positive that Mr. Barbaro's comments are intended to placate concerns of
cable television operators that large multinationals like Telefonica,
Telefonica de Argentina's parent, may begin to compete in their market,
BNamericas says.

Mr. Carrier told BNamericas that current regulations wouldn't stop
Telefonica from launching "on demand television services as those would be
considered as Internet download content."  However, the company may face
problems if it begins to offer broadcasted pay television.

Mr. Carrier commented to BNamericas, "If Telefonica first launches an on
demand video service, this should not generate any conflict with
regulations.  No matter what the cable companies say, this sort of service
should not be considered as broadcasting.  I don't think the company is in
a position at the moment to start offering a TV service with nationwide
coverage anyway."

The government told BNamericas that it is drafting a revision for the
telecommunications law to let operators offer "bundled services" of
television, voice and Internet over a single network.

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

                        *     *     *

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




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


COMPLETE RETREATS: Court Extends Solicitation Period to Oct. 31
---------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut extended Complete Retreats LLC and its
debtor-affiliates' exclusive periods to:

   (a) file a plan of reorganization through and including
       July 31, 2007; and

   (b) solicit acceptances of that plan through and including
       Oct. 31, 2007.

In the event the Debtors do not file a plan and disclosure
statement by a date they may agree upon in writing with Jeffrey
Gram, and they seek to substantively consolidate the bankruptcy
case of Private Retreats Belize, LLC, with the case or cases of
one or more of the other Debtors, Judge Shiff directed the Debtors to file
their substantive consolidation request by
July 2, 2007, or another date they may agree on with Mr. Gram.

If the Debtors fail to do so by the deadline, they will be barred from
seeking substantive consolidation of Private Retreats Belize' bankruptcy
case with the other Debtors' cases.

As previously reported in the Troubled Company Reporter, the
Debtors delivered their Joint Plan of Liquidation and Disclosure
Statement to the Court on July 2, 2007.

                   About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


COMPLETE RETREATS: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a Joint Plan of
Liquidation and Disclosure Statement to the U.S.
Bankruptcy Court for the on July 2, 2007.  The Plan of Liquidation
contemplates and is predicated on a substantive consolidation of the
Debtors' estates, whereby the assets and liabilities of the Debtors are
combined and treated as if they belong to a single consolidated entity.

William Creelman, the Debtors' chief restructuring officer,
relates that, pursuant to the Plan, on its effective date:

   -- all remaining assets and liabilities of the Debtors and
      non-debtors DR Umbria, Ltd., an indirectly wholly owned
      subsidiary of Complete Retreats, LLC, and Retreats Europe,
      Ltd., a wholly owned subsidiary of Preferred Retreats,
      LLC, will be treated as if they were aggregated together;

   -- all guarantees of the Debtors, DR Umbria, or Retreats
      Europe for the payment, performance, or collection of the
      Debtors' obligations will be eliminated and cancelled;

   -- all obligations of the Debtors, DR Umbria, or Retreats
      Europe, and all guarantees thereof executed by the parties
      will be treated as a single obligation, and the guarantees
      will be deemed a single claim against the consolidated
      Debtors;

   -- all joint obligations of two or more Debtors, DR Umbria,
      and Retreats Europe, and all multiple claims against the
      parties on account of the joint obligations will be
      treated and only allowed as a single clams against the
      consolidated Debtors;

   -- all claims between or among the Debtors, DR Umbria, or
      Retreats Europe will be cancelled; and

   -- each claim filed or scheduled in the bankruptcy cases will
      be deemed a single obligation filed or scheduled against
      the consolidated Debtors.

The Debtors believe that substantive consolidation is appropriate in their
bankruptcy cases as they were effectively operated as a single economic
and operational unit, and creditors did not rely on each Debtor's separate
entity.  In addition, the Debtors' affairs are hopelessly entangled, Mr.
Creelman says.

           Classification and Treatment of Claims

In general, the Plan divides claims and equity interests into
separate classes and specifies the property that each class is to receive.

As contemplated under the Bankruptcy Code, administrative claims
and priority tax claims are not classified under the Plan.

Other than the holder of any claim that Ultimate Resort LLC has
agreed to be liable for under its management agreement with the
Debtors, each holder of an allowed Administrative Expense Claim
will receive, in full satisfaction, settlement, and release of
the claim, cash equal to the claim amount.

Each holder of an allowed Priority Tax Claim, on the other hand,
will receive, in full satisfaction, settlement, and release of
the claim, either (a) cash equal to the claim amount; or (b)
deferred cash payments totaling the claim amount.

According to Mr. Creelman, more than US$30,000,000 worth of
Priority Tax Claims have been filed by various governmental
agencies.  The Debtors have objected to the claims on various
grounds, including that the claims are untimely.  The Debtors
anticipate having more than sufficient cash available on the
Effective Date of the Plan to pay the Allowed Administrative
Expense Claims and Allowed Priority Tax Claims.

The remaining claims against the Debtors and equity interests in
the Debtors are divided into five classes:

1) Class 1: Outstanding Secured Claims

Class 1 is a group of subclasses that are, for the most part,
comprised of claims secured by mechanics liens, tax liens, or
similar liens, or secured by amounts of rights of setoff under
Section 553 of the Bankruptcy Code.

In full satisfaction, settlement, release of, and in exchange
for, each Allowed Outstanding Secured Claim, the Debtors propose
to:

  (a) pay the claim amount in full, in cash;

  (b) return the collateral securing the Claim;

  (c) reinstate the Claim in accordance with Section 1124(s) of
      the Bankruptcy Code;

  (d) pay the Claim in full in the ordinary course; or

  (e) treat the Claim in a manner agreed to with the
      claimholder.

The Debtors estimate that as of the Effective Date, there will be no
Allowed Outstanding Secured Claims.

2) Class 2: Priority Non-Tax Claims

Claims in Class 2 consist of claims other than Administrative
Claims or Priority Tax Claims that are entitled to priority
status.  The Priority Non-Tax Claims relate primarily to any
prepetition wages or other employee benefits that have not yet
been paid or satisfied.

Holders of Allowed Priority Non-Tax Claims will receive cash
equal to the claim amount.

The Debtors do not believe that there will be Allowed Priority
Non-Tax Claims as of the Effective Date.

3) Class 3: General Unsecured Claims

General Unsecured Claims consist of all claims filed by the
Debtors' former members and employees.  Class 3 Claims include
rejection claims, tort claims, and undersecured or unsecured
portions of secured claims.

The Plan provides for the distribution to holders of Allowed
General Unsecured Claims each holder's pro rata share of proceeds of
liquidating trust assets in full satisfaction, settlement, and release of,
and in exchange for, the Claims.

Class 3 distributions will be separated in two tranches:

  (A) Tranche A will comprise the first US$10,000,000 of cash to
      be distributed; and

  (B) Tranche B will comprise all subsequent cash distributions
      in excess of the Tranche A distributions.

Under the Tranche A distribution, the accepting offerees are
entitled to receive their pro rata share of the cash distributed, which
share will be calculated by the Liquidating Trustee based on 33% of the
face amount the accepting offerees' Allowed General Unsecured Claims.
Declining offerees will receive their pro rata share of the cash
distributed based on 100% of the face amount of their Allowed General
Unsecured Claims.

Under the Tranche B Distribution, all Allowed General Unsecured
Claimholders will receive their pro rata share of cash
distributions based on 100% of the balance of their Claims' face
amounts, after taking into consideration the amount each received under
Tranche A.

The tranched distribution structure for the Allowed General
Unsecured Claims is intended to balance the fact that former
members who joined Ultimate Resort have the potential to recover
certain membership redemption amounts from Ultimate subject to
certain conditions, Mr. Creelman explains.  While the recovery of any
redemption amounts is inherently uncertain, Mr. Creelman
elaborates that the reduced percentage recovery for former
members who joined Ultimate Resort under the Tranche A
distribution phase is intended to account for that potential,
delayed redemption feature.  The Official Committee of Unsecured
Creditors supports the tranched distributions, Mr. Creelman
informs the Court.

The Debtors expect that the aggregate amount of Allowed General
Unsecured Claims will be more than US$300,000,000.

4) Class 4: Convenience Claims

Class 4 consists of claims filed by vendors equal to or less than
US$1,000.  Each Allowed Convenience Claimholder will receive cash equal to
a percentage of the claim amount in full satisfaction, settlement, and
release of the Claim.

The Debtors estimate that there will be at least US$28,000 in face amount
of Allowed Convenience Claims as of the Effective Date.

5) Class 5: Equity Interests

Class 5 consists of all interests in the Debtors' equity
securities.  The Class includes all shares or interests owned by
affiliates or members of the Debtors' management, and any
outstanding options, warrants, or rights to purchase the
company's shares.

On the Effective Date, all equity interests issued by Complete
Retreats and Preferred Retreats, and by Private Retreats, LLC,
except for those held by Complete Retreats, will be cancelled.
In addition, all equity interests issued to the Debtors' former
members will be cancelled.

All the Debtors' equity interests other than Complete Retreats'
and Preferred Retreats', and all equity interests in Private
Retreats held by Complete Retreats, will temporarily remain in
effect until the applicable Debtor has satisfied its obligations
under the Plan and has been dissolved or merged out of existence.

Each holder of any equity interests issued by Complete Retreats
or Preferred Retreats, or issued by Private Retreats other than
those held by Complete Retreats, will neither receive nor retain
any property or interest in property on account of their equity
interests.

Classes 1 and 2 are unimpaired under the Plan, while Classes 3
and 4 are impaired.  Holders of undisputed claims in Classes 3
and 4 are entitled to vote to accept or reject the Plan.  Class 5 is
deemed to reject the Plan as holders of Class 5 Claims will
not receive any distribution.

                     Liquidating Trust

On the Effective Date, the Liquidating Trust will be established
for the sole purpose of liquidating and distributing the
Liquidating Trust Assets, which consist of, inter alia:

   * all remaining cash proceeds from the sale of substantially
     all of the Debtors' assets to Ultimate Resort;

   * all the Debtors' remaining property and assets that have
     not been transferred, sold, distributed, abandoned, waived,
     or otherwise disposed of as of the Effective Date; and

   * all cash or assets received by the Debtors from Ultimate
     Resort or any other party.

The Liquidating Trustee or the Debtors will not make cash
payments less than US$25 to any holder of a General Unsecured Claim or
Convenience Claim.

Any Liquidating Trust Asset or cash that are not distributed will be given
to a charitable organization exempt from federal income tax under Section
501(C)(3) of the Tax Code to be selected by the Liquidating Trustee.

                 Closing of Affiliate Cases

The Plan also provides that upon the Effective Date:

   * the Debtors' directors or managers will be deemed to have
     resigned;

   * the Debtors will appoint their chief restructuring officer
     as sole director, officer, and manager of Complete Retreats
     and the affiliate Debtors; and

   * The affiliate Debtors' cases will be closed.

In addition, the Liquidating Trustee will issue one new limited
liability company membership interest in Complete Retreats.  The
Membership Interest will automatically be cancelled on the date
Complete Retreats is dissolved without further Court approval.

              Dissolution of Creditors Committee &
              Creation of Plan Advisory Committee

The Creditors Committee will be dissolved on the Effective Date,
and its members will be deemed released of all their duties,
responsibilities, and obligations in connection with the Debtors' Chapter
11 cases.

A Plan Advisory Committee will be formed and constituted to
advise and consult with the Liquidating Trustee on matters
relating to implementation of the Plan and the Liquidation Trust
Agreement.  The Plan Advisory Committee will consist of two
members who will be selected by the Creditors Committee.

The Plan Advisory Committee will also be responsible for advising the
Debtors with respect to their responsibilities under the Plan and the
Liquidating Trust Agreement, reviewing the prosecution of adversary and
other proceedings, and reviewing objections to and proposed settlements
with disputed claims.

The Plan Advisory will remain in existence until the final
distributions under the Plan have been made by the Liquidating
Trust or the Debtors, as applicable.

      Rejection of Executory Contracts & Unexpired Leases

Upon the occurrence of the Effective Date, any and all remaining
executory contracts to which the Debtors are still a party will
be deemed rejected as of the Effective Date except for those
agreed to between the Debtors and Ultimate Resort, and those that are
subject to requests for appropriate treatment.

If the Plan or any other Chapter 11 plan for the Debtors cannot
be confirmed under Section 1129(a) of the Bankruptcy Code, the
Debtors' Chapter 11 cases me be converted to cases under Chapter
7 of the Bankruptcy Code, in which event a trustee will be
elected or appointed to liquidate the Debtors' remaining assets
for distribution to creditors.

                     Best Interests Test

The Bankruptcy Code requires that each holder of an impaired
claim or equity interest either (i) accept the Plan, or (ii)
receive or retain under the Plan property of a value, as of the
Effective Date, that is not less than the value the holder would
receive if the Debtors were liquidated under Chapter 7 of the
Bankruptcy Code.

After consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution tocreditors
in the Chapter 11 cases, including (i) the increased
costs and expenses of a liquidation under Chapter 7 arising from
fees payable to a trustee in bankruptcy and professional advisors to the
trustee, and (ii) the substantial increases in claims that would be
satisfied on a priority basis, the Debtors have determined that
confirmation of the Plan will provide each holder of an Allowed Claim with
a recovery that is not less than the holder would receive pursuant to a
Chapter 7 liquidation.

                         Feasibility

Section 1129(a)(11) of the Bankruptcy Code provides that a
Chapter 11 plan may be confirmed only if the Court finds that the plan is
feasible.  A feasible plan is one that will not lead to a need for further
reorganization or liquidation of the debtor.

The Debtors believe that they will be able to satisfy the
conditions precedent to the Effective Date, and have sufficient
funds to meet their post-confirmation date obligations to pay for the
costs of administering and fully consummating the Plan and closing the
Chapter 11 cases.  Accordingly, Mr. Creelman
maintains, the Plan satisfied the feasibility requirement imposed by the
Bankruptcy Code.

A full-text copy of the Debtors' Plan of Liquidation is available for free
at http://ResearchArchives.com/t/s?2166

A full-text copy of the Disclosure Statement explaining the Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?2167


Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).




===============
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ANDREW CORPORATION: Submits Pre-Merger Notification Filings
-----------------------------------------------------------
CommScope Inc. and Andrew Corporation submitted their pre-merger
notification filings as required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, with respect to the proposed
acquisition by CommScope Inc. of Andrew Corp.

In connection with the proposed merger, CommScope intends to file a
registration statement with the Securities and Exchange Commission on Form
S-4 and CommScope Inc. and Andrew Corp. expect to mail a proxy statement/
prospectus to Andrew Corp.'s stockholders containing information about the
merger.

The registration statement and the proxy statement/prospectus will contain
important information about CommScope Inc., Andrew Corp., the merger, and
related matters.

As reported in the Troubled Company Reporter on June 29, 2007, CommScope
Inc. and Andrew Corporation entered into a definitive agreement on June
27, 2007, unanimously approved by their respective Boards of Directors,
under which CommScope will acquire all of the outstanding shares of Andrew
for US$15.00 per share, at least 90% in cash, creating a global leader in
infrastructure solutions for communications networks.

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

                       About CommScope

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

                     About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ: ANDW)
-- http://www.andrew.com/-- designs, manufactures and delivers   and
essential equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries including
including China, India, Italy, Czech Republic, Argentina, Bahamas, Belize,
Barbados, Bermuda and Brazil.

                        *     *     *

The Troubled Company Reporter – Asia Pacific reported that Standard &
Poor's Ratings Services revised its CreditWatch implications on Andrew
Corp. to positive from negative.  The 'BB' corporate credit and 'B+'
subordinated debt ratings were placed on CreditWatch with negative
implications on
Aug. 10, 2006.


ANDREW CORPORATION: Inks Second Amendment to Credit Agreement
-------------------------------------------------------------
Andrew Corporation, as of July 13, 2007, entered into a Second Amendment
to Credit Agreement with certain financial institutions named in the
Second Amendment and Bank of America, National Association, as
Administrative Agent, for the Lenders and as L/C Issuer.

The Second Amendment amends in certain respects Andrew's Credit Agreement
dated as of Sept. 29, 2005, as amended by a First Amendment to Credit
Agreement dated as of June 16, 2006.

The Second Amendment amended the Credit Agreement such that any agreement
entered into by Andrew and CommScope, Inc. in furtherance of the proposed
merger between them would not be taken into account for purposes of
determining if a change of control of Andrew had occurred until the
earlier to occur of the date of the consummation of the CommScope Merger
Transaction and March 31, 2008, unless the agreements concerning the
CommScope Merger Transaction have been previously terminated.

In addition, the Administrative Agent and Lenders also waived any event of
default under the Credit Facility occurring due to a change of control of
Andrew resulting from any agreement entered into between Andrew and
CommScope in furtherance of the CommScope Merger Transaction until the
earlier to occur of the date of the consummation of the CommScope Merger
Transaction and March 31, 2008.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ: ANDW)
-- http://www.andrew.com/-- designs, manufactures and delivers   and
essential equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries including
including including China, India, Italy, Czech Republic, Argentina,
Bahamas, Belize, Barbados, Bermuda and Brazil.

                        *    *    *

The Troubled Company Reporter – Asia Pacific reported that Standard &
Poor's Ratings Services revised its CreditWatch implications on Andrew
Corp. to positive from negative.  The 'BB' corporate credit and 'B+'
subordinated debt ratings were placed on CreditWatch with negative
implications on
Aug. 10, 2006.




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


CONTINENTAL AIRLINES: Net Income Up 13% for Second Quarter 2007
---------------------------------------------------------------
Continental Airlines reported second quarter 2007 net income of US$228
million.  Excluding a special charge of US$7 million for pilot pension
plan settlement charges, Continental recorded net income of US$235
million, an improvement of 13% compared to the same period last year.

Strong international revenue growth, particularly in the trans-Atlantic
market, contributed to the best second quarter pre-tax profit (US$232
million) that the company has posted since 2000.  Continental's second
quarter operating income of US$263 million increased 7.8% compared to the
same period last year.

Through June 30, 2007, the company accrued US$92 million for its current
year profit sharing pool, a US$32 million increase over the same six-month
period last year.  The actual amount of profit sharing that the company
will be able to distribute to employees in February 2008 depends on the
company's full year financial results.  Employees have also benefited from
stock options issued in connection with pay and benefit cost reductions.
At yesterday's closing stock price of US$36.83 per share, the realized and
unrealized gains from these options was about US$205 million.

"My co-workers delivered superb operational performance which allowed us
to book the highest second quarter pre-tax profit since 2000," said Larry
Kellner, Continental's chairman and chief executive officer.  "When we
work together as a team, we win together."

             Second Quarter Revenue and Capacity

Passenger revenue of US$3.4 billion increased 5.2% compared to the second
quarter 2006, led by strong international revenue growth.

Consolidated revenue passenger miles for the quarter increased 5.4%
year-over-year on a capacity increase of 4.7%, resulting in a record
second quarter consolidated load factor of 83.2%, 0.5 points above the
previous second quarter record set in 2006.  Consolidated passenger
revenue per available seat mile for the quarter increased 0.5%
year-over-year as a result of record load factors and increased yield from
international flying, partially offset by domestic yield pressure and less
regional flying.

Mainline RPMs in the second quarter of 2007 increased 6.9% over the second
quarter 2006, on a capacity increase of 6.1%.  Mainline load factor was a
record 83.5%, up 0.6 points year-over-year.  Continental's mainline yield
increased 1.5% over the same period in 2006.  As a result, second quarter
2007 mainline RASM was up 2.2% over the second quarter of 2006.

                Operational Accomplishments

Despite severe thunderstorms that impacted operations at its hub cities of
Newark, Houston and Cleveland, Continental posted a second quarter
systemwide mainline completion factor of 99.4%, operating 20 days without
a single mainline cancellation.

The company's U.S. Department of Transportation on-time arrival rate was
72.2, despite the weather, air traffic control ground delay programs and
heavy flight loads.

Continental announced a strategic relationship with China Southern
Airlines, the largest airline in China, for frequent flyer and airport
lounge access reciprocity beginning in September and extensive codesharing
beginning in November.

During the quarter, Continental, in conjunction with Sustainable Travel
International, announced plans to offer customers the option to
participate in a carbon offsetting program.  The voluntary program will
allow travelers to calculate the carbon footprint of their booked
itinerary and purchase carbon offsets online from non-profit Sustainable
Travel International.  Proceeds from purchased offsets will be invested by
Sustainable Travel International into high-impact sustainable
environmental projects, including renewable energy, energy conservation
and reforestation.

Continental and US Helicopter Corporation implemented a codeshare
agreement to improve service for those connecting between Continental's
flights at New York Liberty and US Helicopter's eight-minute shuttle
service at heliports located in midtown and downtown Manhattan.

"Thanks to the hard work of my co-workers, we have again been able to grow
our revenue faster than we grew our capacity," said Jeff Smisek,
Continental's president.  "Customers know that they can depend on
Continental, and they prefer flying us."

               Second Quarter Financial Results

Continental's mainline cost per available seat mile increased 0.9% (1.4%
holding fuel rate constant) in the second quarter compared to the same
period last year.  CASM increased 1.5% holding fuel rate constant and
excluding special charges.

Continental continues to enhance its fuel efficiency.  The carrier is
about 35% more fuel efficient per mainline revenue passenger mile than it
was in 1997.  With mainline RPMs up 6.9% for the second quarter, fuel
consumption increased only 5.3%.

Continental hedged about 40% of its expected fuel requirements for the
second quarter of 2007.  As of July 17, 2007, the company had hedged about
34% of its projected fuel requirements for the third quarter of 2007, and
13% for the fourth quarter of 2007.

Work continued in the second quarter on the company's project to install
winglets on 37 of the company's 737-500s and 11 long-range 737-300s.
Continental expects to have winglets installed on more than 200 mainline
aircraft by the end of the year.  Winglets increase aerodynamic efficiency
and decrease drag, reducing fuel consumption and emissions by up to 5%.

"We're facing some tough competition so we have to be tireless on the cost
side of the ledger," said Jeff Misner, Continental's executive vice
president and chief financial officer.  "But we'll continue to invest in
our people, product and service to maintain the integrity and quality of
our operation."

Continental ended the second quarter with US$3.18 billion in unrestricted
cash and short-term investments.

The company reported total assets of US$4 billion, total liabilities of
US$2.4 billion, and total stockholders' equity of US$1.6 billion as of
June 30, 2007.

                    Other Accomplishments

Continental contributed US$30 million to its pension plans during the
quarter.  The company contributed an additional US$75 million to its plans
in July, bringing its year-to-date pension contributions to US$211
million, which significantly exceeds minimum funding requirements for
those periods.  Continental currently expects to contribute more than
US$325 million to its plans in 2007, significantly exceeding its minimum
funding requirements of US$187 million for the calendar year.

During the quarter, Continental took delivery of its 20th and final Boeing
777 aircraft, the last Boeing aircraft delivery scheduled in 2007.  The
company also announced adjustments to its flexible fleet plan as part of
its continuing efforts to emphasize fuel efficiency, environmental
benefits and fleet optimization. Continental ordered four additional 737NG
aircraft from The Boeing Company for delivery in 2010 and moved six 737NG
aircraft scheduled for delivery in 2009 to 2010.  The company now has a
total of 64 Boeing 737s and 25 Boeing 787s on firm order, with options for
another 92 Boeing aircraft.

In July, Continental signed an agreement for the sale of 10 Boeing 737-500
aircraft to Russian-based TRANSAERO Airlines.  The aircraft are scheduled
to be removed from the fleet from October 2007 through November 2008.
Continental is in discussions with another foreign entity regarding the
sale of an additional five Boeing 737-500 aircraft for delivery during the
same time period.  In addition, Continental moved forward to 2008, three
737-900ER aircraft originally scheduled for delivery in 2009.

As a result of these sales and movements, Continental expects its mainline
capacity to increase between 3 and 4% in 2008, down from its earlier
target of between 5 and 7%.

In April, Continental completed interline eTicket capability with all of
its alliance partners, including all current and planned members of
SkyTeam and planned SkyTeam associates, and all other codeshare and
frequent flyer partners.  Continental expects to eliminate paper tickets
entirely by the end of 2007.  Continental is the global industry leader in
interline eTicket implementation, currently having interline eTicket
capabilities with 80 carriers.

                  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 3,100
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 44,000
employees, Continental has hubs serving New York, Houston, Cleveland and
Guam, and together with Continental Express, carries about 67 million
passengers per year.

                        *     *     *

As of March 2007, Continental Airlines carries Moody's Investors
Service's B2 corporate family rating.  The company also carries
Moody's B3 senior unsecured rating and Caa1 preffered stock
rating.




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B E R M U D A
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BALLY TOTAL: Inks Confidentiality Pacts with Some Shareholders
--------------------------------------------------------------
Bally Total Fitness Holding Corporation has entered into
confidentiality agreements with Liberation Investments and
Harbinger Capital Partners, proponents of an alternative
restructuring proposal, and has begun to engage in due diligence
discussions with these shareholders.

These 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 reported in the Troubled Company Reporter on July 9, 2007,
the company's Board of Directors 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.

                  About Bally Total Fitness

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, the United Kingdom, 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.


BMS ALPHA: Final General Meeting Is Set for Today
--------------------------------------------------
BMS Alpha Bermuda Manufacturing Finance Ltd.'s final general
meeting will be at 9:00 a.m. on July 24, 2007, or as soon as
possible, at the liquidator's place of business.

BMS Alpha'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:

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


DRESDNER RCM: Proofs of Claim Filing Is Until July 27
-----------------------------------------------------
Dresdner RCM Oriental Income Fund Ltd.'s creditors are given
until July 27, 2007, to prove their claims to Mark W.R. Smith,
Derek Lai and Darach Haughey, 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.

Dresdner RCM's shareholders agreed on July 2, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Mark W.R. Smith
         Derek Lai
         Darach Haughey
         Deloitte & Touche
         Corner House, Church & Parliament Streets
         P.O. Box 1556
         Hamilton HM FX,
         Bermuda


MONTPELIER RE: Forming Swiss Subsidiary
---------------------------------------
Montpelier Re Holdings Ltd. is forming Montpelier Europa AG, a Swiss
company based in Zug, Switzerland, which is expected to commence business
on Sept. 1, 2007.

Gerald Koenig, formerly Head of Sales and Marketing with GE Frankona Re in
Munich, is to be appointed CEO of Montpelier Europa.

The principal role of the new office will be to provide marketing services
to Syndicate 5151 at Lloyd’s, but Montpelier Europa will also support
Montpelier Re’s existing regional marketing effort in respect of certain
established lines of business.

The company will focus its efforts on Continental Europe and the Middle
East.  The United Kingdom, France and the Benelux countries will continue
to be serviced out of Montpelier’s existing marketing office in London.

Mr. Koenig said, "We believe that continuing consolidation in the European
reinsurance market has created an opportunity for Syndicate 5151 to
attract selected business that has not previously found its way to
Lloyd’s.  Montpelier Re already has an established portfolio of large
European commercial property reinsurance lines.  The Syndicate will be
looking to complement that by accessing the middle market and regional
business of clients who wish to diversify their outwards purchases beyond
the limited number of remaining Continental carriers, and yet who wish to
maintain their security at the highest level."

"The establishment of a Continental presence is an important part of our
business plan for Syndicate 5151.  Gerald has many years of experience in
Montpelier Europa’s target markets, and is well known to clients.  We are
delighted that he is joining us at such an important point in the roll-out
of our Syndicate operations," Montpelier Chairperson Anthony Taylor
stated.

Headquartered in Bermuda, Montpelier Re Holdings Ltd., through its
operating subsidiary Montpelier Reinsurance Ltd., is a premier provider of
global property and casualty reinsurance and insurance products.  During
the year ended Dec. 31, 2005, Montpelier underwrote US$978.7 million in
gross premiums written.  Shareholders' equity at Dec. 31, 2005, was US$1.1
billion.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
A.M. Best affirms these ratings on Montpelier Re Holdings:

Montpelier Re Holdings Ltd.

   -- "bbb-" on senior unsecured debt;
   -- "bb+" on subordinated debt; and
   -- "bb" on preferred stock.

   MRH Capital Trust I and II (guaranteed by Montpelier Re
   Holdings Ltd.)

   -- "bb" on preferred securities.




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


CAMARGO CORREA: S&P Affirms BB Long-Term Corporate Ratings
----------------------------------------------------------
Standard & Poor's Ratings affirmed its 'BB' long-term corporate credit
ratings on Camargo Correa S.A. and its subsidiary Camargo Correa Cimentos
S.A., as well as its 'brAA' Brazilian National Scale rating on CCC.  At
the same time, S&P affirmed its ratings on various issuances either made
or guaranteed by these two companies.  The outlook is stable.

"The ratings on CCSA reflect the combined credit quality of Camargo Correa
group's diverse business portfolio.  As such, they reflect the group's
aggressive growth strategy based on organic capacity expansion and
acquisitions; the significant gross financial leverage on some of its key
subsidiaries resulting from M&A activities; and exposure to volatile and
competitive businesses (when each of them is analyzed
individually)," said Standard & Poor's credit analyst Eduardo Chehab.
These negative topics are offset by CCSA's robust liquidity on a
consolidated basis, increasing geographic diversification, leading market
positions by many of its key subsidiaries, and positive prospects for some
of its main businesses.

The ratings on CCC reflect mainly the group's proven financial support to
fund CCC working capital and debt amortization requirements, as this
company has been presenting weakened cash flow generation since 2005 due
to the drop in cement prices.  Besides the operational cash flow, CCC also
receives relevant dividend inflow from the companies in which it has
participations, part of them acquired by CCSA and transferred to CCC
through capital increase.

CCSA is the main holding company of Camargo Corrêa group, which owns
shareholding stakes in a diverse range of businesses, including cement,
textile, footwear, home and heavy construction, among others.  CCSA's
consolidated revenues totaled US$3.8 billion in 2006, an increase of 35%
in comparison with the previous year, reflecting the full consolidation of
Loma Negra (B+/Stable/--) and six months of Tavex's results.
International businesses (exports and revenues generated abroad)
represented 18% of the revenues, a growing trend as they accounted for
only 2% three years ago.  EBITDA increased to US$639 million due to higher
revenues, but its margin was negatively affected by the weak performance
of the cement and textile segments in Brazil.

Even though the textile segment has become geographically more diverse,
and cement production has grown with Loma Negra's acquisition, performance
by these businesses is still closely related to Brazil's economic
development, as both demand and pricing competition are heavily affected
by the exchange
variation, inflation, and GDP growth.  Although the E&C business has
limited geographic and backlog diversification, its performance has been
positively affected by the increasing investments in infrastructure and by
the positive outlook for the homebuilding segment.  The other segments in
which CCSA
participates, such as footwear and power and road concessions, also have
favorable prospects.

The stable outlook reflects our expectation that despite programmed
capital expenditures and potential acquisitions in the medium term, the
group's financial policies will remain conservative.  S&P believes CCSA
will preserve its robust liquidity, which, coupled with adequate credit
measures,
should allow it to be comfortably positioned at its current rating category.

Given the group's aggressive investment plan in the following years, a
positive revision of the ratings will depend on CCSA's ability to
strengthen the combined credit quality of its business portfolio by
improving the operating profitability, mainly in the textile and cement
manufacturing, and at the same time presenting more robust credit metrics,
such as a FFO-to-total gross debt ratio above 30% and total gross
debt-to-EBITDA ratio below 3.0.  The ratings or the outlook could be
revised negatively if the group's financial policy deteriorates into a
more aggressive leverage, reflected in a net debt-to-EBITDA ratio
consistently lower than 2x.

Camargo is one of the largest private industrial conglomerates in Brazil.
The company has controlling interests in cement, engineering and
construction, textiles, and footwear and sportswear manufacturing.  The
company's domestic cement subsidiary, Camargo Correa Cimentos S.A., is the
fifth largest cement producer in Brazil in terms of revenues. Loma Negra
is the leading cement producer in Argentina with a 46% market share.  The
company owns the second largest infrastructure developer in Brazil, which
also provides project consulting services.  Sao Paolo Alpargatas S.A. is
one of the largest Brazilian manufacturers and exporters of footwear.
Santista Textil S.A. is the leading Brazilian exporter of denim and
twills.  Camargo also has equity interests in the energy, transportation
and steel businesses including a 33% equity stake in VBC Participacoes
S.A. (which indirectly owns 37.7% of CPFL Energia S.A., the largest
privately held power company in Brazil), various minority stakes in
hydroelectric plants, and equity interests in highways concessions through
a minority stake in Compahia de Concessoeas Rodoviarias.  The company is
controlled by the Camargo family through their direct holdings in
Participacoes Morro Vermelho, which in turn owns 100% of Camargo.


DELPHI CORPORATION: Moves Bid Deadline to July 31
-------------------------------------------------
Delphi Corporation and its debtor-affiliates extend to:

  (i) July 31, 2007, at 11:00 a.m., prevailing Eastern time, the
      deadline for a Qualified Bidder to submit a Qualified
      Bid for the assets used in the Catalyst Business; and

(ii) Aug. 8, 2007, at 10:00 a.m., prevailing Eastern time,
      the date on which they will conduct an auction, if
      necessary, for the sale of the Catalyst Business Assets.

In addition, the Debtors delivered to the U.S. Bankruptcy Court for the
Southern District of New York, on July 18, 2007, a modified list of the
executory contracts and unexpired leases that they intend to assume and
assign in connection with the sale of the Catalyst Business.

A 51-page list of the Contracts and Leases is available for free
At http://ResearchArchives.com/t/s?21b9

As reported in Troubled Company Reporter on June 7, 2007, the Debtors
entered into a sale and purchase agreement with Umicore for the sale of
its global OE and aftermarket catalyst business.  Subject to the terms and
conditions of the agreement, the aggregate purchase price for the assets
related to the catalyst business is US$55.6 million, subject to
adjustments.  The Debtors, as part of their transformation plan,
identified the catalyst business as a non-core business line that would be
better positioned within another firm.

                         Objections

(1) A-1 Specialized Services & Supplies

A-1 Specialized Services & Supplies, Inc., contests the Debtors'
assignment of the parties' contracts to Umicore S.A., the
stalking horse bidder.

A-1 supplies the Debtors with platinum, palladium, and rhodium,
which the Debtors use in the production of automotive components.   A-1
also reclaims PGM from the Debtors' industrial manufacturing scrap.

Ashok Kumar, owner of A-1, points out that Umicore and A-1 are
major competitors in the supply and reclamation of PGM.  He notes that
when Umicore acquired PGM-related assets in 2003, the
transaction was identified by the European Commission as having a
potential anti-competitive impact, and A-1 was specifically
identified and questioned by the EC with regard to that impact
due to A-1's status as a competitor.

The A-1 Contracts, with their inter-relationship between PGM
reclamation and subsequent availability of PGM supply, have
involved very frequent discussions of price and market
availability, and inventory repurchases by A-1, with consequent
adjustments and pricing decisions, Mr. Kumar tells Judge Drain.
He contends that the A-1 Contracts, if assigned to Umicore, would be:

  (1) revealing of confidential business practices;
  (2) subject to substantial manipulation in world markets;
  (3) inappropriate; and
  (4) a probable violation of European and U.S. anti-trust laws.

Umicore has more than sufficient resources to fully supply the
manufacturing needs and fully service the reclamation needs of
the Debtors' PGM catalyst manufacturing operations, Mr. Kumar
says.  He avers that the Debtors and Umicore will not be harmed
if the the A-1 Contracts will not be assigned to Umicore.

A-1 also objects to the Debtors' proposed US$430,384 cure amount in
connection with the assumption and assignment of the A-1
Contracts.  Mr. Kumar aserts that the prepetition arrearages due
A-1 are the metals that were in the possession of the Debtors as
of the date of the petition, namely:

  * platinum – 500 troy ounces;
  * palladium – 4,000 troy ounces; and
  * rhodium – 300 troy ounces.

Mr. Kumar relates that A-1 set off those prepetition arrearage
metals in the Debtors' possession against metals that were, at
the Petition Date, in its possession.

(2) Maricopa County Treasurer

The Maricopa County Treasurer objects to the sale of the Debtors
property located in Maricopa County, Arizona, on personal
property parcel 949-65-352 to the extend that the tax liabilities
associated with the property are not fully paid at closing from the
proceeds of the Sale in accordance with A.R.S. Section 42-17153 (1999).

The Maricopa Property is encumbered with a fully perfected tax
lien aggregating US$2,628 plus accruing interest for a 2006 tax
liability, Barbara Lee Caldwell, Esq., at Hebert Schenk, P.C., in Phoenix,
Arizona, informs the Court.

Under Arizona law, the County has a valid lien that is prior and
superior to all other liens and encumbrances on the Property,
Ms. Caldwell asserts.  It is also unlawful for the Debtors to
knowingly sell or transfer the Property until all taxes are paid, Ms.
Caldwell contends, citing A.R.S. Section 42-19107(A).

By this objection, the Maricopa County Treasurer asks the Court
to direct the Debtors to pay the taxes associated with the
Property before it is transferred.

(3) Corning Inc.

Corning Incorporated informs Judge Drain that it simply cannot,
at this time, agree to the Debtors' proposed US$2,126,000 cure
amount for the assumption and assignment of the parties' four
contracts, represented by Purchase Order Nos. 50186, 50187,
50188, and 50189.  Corning believes that additional amounts may
be due.

Due to the limited time between the delivery of the Debtors'
lease assumption notice and the deadline to object to that
notice, however, Corning was not able to identify the Contracts,
nor form an opinion as to the assumption of the Contracts.

Corning thus asks the Court to:

  (a) disapprove the assumption of the Corning Contracts and the
      proposed cure amounts; and

  (b) schedule a hearing to consider its objection.

Prior to any hearing on its objection, Corning assures the Court
that it will endeavor to further review its books and records and
correspond with the Debtors to amicably resolve any cure amount and
assumption issues.

                      About Delphi Corp.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed US$11,446,000,000 in
total assets and US$23,851,000,000 in total debts.  The Debtors' exclusive
plan-filing period expires on Dec. 31, 2007.

(Delphi Corporation Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GOL LINHAS: Fitch Affirms BB+ Local Currency Ratings
----------------------------------------------------
Fitch Ratings has affirmed the 'BB+' foreign and local currency issuer
default ratings of Gol Linhas Aereas Inteligentes S.A.  Fitch has also
affirmed the outstanding USD200 million perpetual bonds and USD200 million
of senior notes due 2017 at 'BB+' as well as the company's 'AA-' (bra)
national scale rating.  The Rating Outlook is Stable.

The affirmations reflect GOL's low-cost structure, strong cash flow
generation, business position and moderate leverage.  The ratings also
reflect the company's exposure to fuel cost volatility and other
industry-related risks, such as revenue volatility and correlation with
the domestic economy, high operating leverage and competitive threats.
Recent fatal accidents will likely have a negative short term effect that
could lead to a near term softening in demand and new' capacity
restrictions at Congonhas and other Brazilian airports although medium to
long term demand for domestic air transportation in Brazil continues to
look quite robust.

GOL's strong competitive advantages and profitability are underpinned by
its business model, which utilizes a single fleet type of Boeing 737s and
a multi-stop route system.  An integrated route network has helped the
company maintain high asset utilization rates and achieve one of the
lowest cost structures in the industry.  GOL's low-cost structure has
allowed it to offer discounted fares versus its competitors, which has
stimulated domestic air travel demand and helped the company rapidly
increase market share and load factors since it launched operations.

Over the past five years, GOL has been consolidating its position in the
Brazilian airline market.  In the first quarter of 2007, GOL acquired VRG
Linhas Aereas S.A for USD98 million in cash, 6.1 million of non-voting GOL
shares and the assumption of BRL45.0 million of VRG debentures. VRG was
created to own a majority of Viacao Aerea Rio-Grandense S.A's operations,
airport slots and the VARIG brand name as part of Varig's emergence from
bankruptcy.  Although VRG was structured following bankruptcy to limit
exposure to VARIG pre bankruptcy liabilities, several parties, primarily
from former VARIG employees, are in litigation with GOL.  Although the
legal structure of the transactions are in theory free from liability, the
recently implemented bankruptcy law in Brazil is still in its early stages
and no precedent for jurisprudence on certain issues has been established.

Strategically, the acquisition of VRG is positive as it secured GOL access
to Brazil's most valuable intangible assets in the domestic airline
transportation sector, slots in Congonhas, and thereby reduced competitive
threats.  Revenues have grown dramatically to BRL 3.8 billion in 2006 from
BRL 230 million in 2001, with market share increasing to 37% in December
2006 from 4.7% at the end of 2001. By the end of the June, the
consolidated market-share reached 43%.

The domestic airlines profitability deteriorated during the last three
quarters, mainly due to capacity constraints and an "infrastructure
bottleneck."  The lack of investment in Brazilian airports is evident as
the scarcity of efficient infrastructure is insufficent to support
accelerating growth.  In addition, sector excess capacity has increased as
supply seats grew approximately 15% while demand grew around 13%,
negatively impacting load factor and profitability. Stronger competition
resulted in higher discounted fares and lower yield. Over the short term,
yields and load factors should continue to be moderately pressured.

GOL's margins have been pressured as lower load factors and yields
together with an increase in average stage lenght resulted in a decreased
in RASK around 25% in the first quarter of 2007.  In contrast, the CASK
showed a reduction of just 11%. GOL posted an EBITDAR margin of 24% versus
35% on the first three months of 2007.  LTM ended on March 2007, EBITDAR
reached 901.5 million, a decrease of 8.5% compare to the full 2006 year
(BRL 985.4 million).

GOL's short-term challenge will be to sustain its operational spread
(RASK-CASK) during the next few quarters.  The company has showed ability
to implement cost reductions, but the sector conditions should continue to
pressure the RASK.  In a effort to offset possible short term market
weakness, the company has recently announced a reduction on its fleet
expansion plan to 103 from 108 in 2007 and to 112 from 124 aircrafts in
2008.  GOL continues to manage its fleet to keep its capacity in line with
demand conditions.

GOL's financial profile is solid for the category and strong compared to
the industry standards.  GOL maintains a strong liquidity position with
BRL1.9 billion of cash and marketable securities at the end of March or
nearly 50% of revenues.  Significant cash balances should enable the
company to mitigate short-term risks and volatility.  At March 31, 2007
the company had a ratio of total adjusted debt to EBITDAR of 4.1 times and
a ratio of net adjusted debt to EBITDAR of 1.9x.

Over the next years, total adjusted debt should moderately increase as GOL
completes its investment program (BRL 4.7 billion).  The company plans to
grow its consolidated fleet to 143 aircraft by 2012.  At March 31, 2007,
the company had total adjusted debt of BRL3.7 billion, including BRL 875,5
millions of perpetual bonds and senior notes, BRL 300 million in bank
loans and BRL 176 in working-capital funding.  GOL's debt maturity profile
is well distributed with only 5% of the debt due in the next 12 months.

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL Transportes Aereos
S.A., provides airline services in Brazil, Argentina, Bolivia, Uruguay,
and Paraguay.  The company's services include passenger, cargo, and
charter services.  As of March 20, 2006, Gol Linhas provided 440 daily
flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.
The company was founded in 2001.


HERCULES INC: Earns US$34.5 Million in Second Quarter 2007
----------------------------------------------------------
Hercules Incorporated reported net income of US$34.5 million for the
quarter ended June 30, 2007, compared to a loss of US$52.3 million for the
second quarter of 2006.

Net income from ongoing operations for the second quarter of 2007 was
US$45.8 million, an increase of 25% compared to US$35.3 million in the
second quarter of 2006.

Net sales in the second quarter of 2007 were US$549.0 million, an increase
of 10% from the same period last year.  Net sales for the six months ended
June 30, 2007, were US$1.051 billion, an increase of 10% from the prior
year, excluding the impact of the FiberVisions transaction.  For the
second quarter, volume and pricing increased by 7% and 1%, respectively.
Rates of exchange increased sales by 3% during the quarter, while mix was
1% unfavorable.

Net sales in the second quarter of 2007 increased in all major regions of
the world versus the prior year.  Sales increased 4% in North America, 18%
in Latin America, 15% in Europe (8% excluding the impact of the Euro), and
11% in Asia Pacific.

Reported profit from operations in the second quarter of 2007 was US$74.5
million, an increase of 14% compared with US$65.6 million for the same
period in 2006.  Profit from ongoing operations in the second quarter of
2007 was US$80.9 million, an increase of 10% compared with US$73.7 million
in the second quarter of 2006.

Cash flow from operations for the six months ended
June 30, 2007, was US$140.5 million as compared to US$64.0 million for the
same period last year.  The company has now received US$221.7 million,
including US$23.2 million in July 2007, of a total US$240 million in
expected federal and state tax refunds.  The company also paid US$124
million in May 2007 in connection with the Vertac litigation.

"The second quarter results demonstrate continued strong sales, earnings
and cash flow growth," said Hercules President and Chief Executive Officer
Craig A. Rogerson.  "Both business franchises, Aqualon and Paper
Technologies and Ventures, continue to deliver solid performance.  Based
on the strength of our financial profile and our expectations as we look
forward, we are also pleased to have announced earlier today our Board's
approval of a US$200 million share repurchase program and the initiation
of a dividend on our common stock."

Interest and debt expense was US$17.8 million in the second quarter of
2007, an increase of US$1.1 million or 7% compared with the second quarter
of 2006, reflecting increased variable short term rates, partially offset
by lower outstanding debt balances and improved debt mix.

Net debt was US$721.2 million at June 30, 2007, a decrease of US$102
million from year-end 2006. Cash and cash equivalents were US$237.9
million at June 30, 2007, as compared to US$171.8 million at year-end
2006.  During June 2007, US$84.1 million of the total US$100 million
outstanding 6.6% notes due 2027 were put to the company pursuant to the
terms of the indenture, requiring payment in August of this year, expected
to be paid from existing cash balances.

Capital spending was US$53.8 million for the first six months of the year
as compared to US$22.9 million in the same period last year.  The increase
in spending is directed toward growth and expansion projects in Hercules'
businesses globally.

                        Segment Results

In the Aqualon Group, net sales increased 11% while profit from operations
increased 5% in the second quarter as compared with the same period in
2006.  All business units had increased sales in the second quarter as
compared to the prior year.  In the aggregate, the sales increase was
driven by 7% higher volumes, 1% higher prices and 3% favorable rates of
exchange.  Price increases were achieved in all business units.

Coatings and construction sales increased 9% in the second quarter of 2007
as compared to the same period of last year, due to 5% higher volumes, 1%
increased pricing and 4% favorable rates of exchange, partially offset by
1% unfavorable mix.  Sales into the coatings markets were up 6% in the
second quarter of 2007 as compared to the same period of last year.
Strong volume growth in Asia, Eastern Europe, Africa and South America
offset modestly weaker coatings market conditions in North America.
Construction market sales increased 11% as compared to the second quarter
of last year.  Strong growth was achieved in Asia, along with modest
growth in Europe and Latin America.  Eastern European markets remain
strong.  Pricing improvements were achieved in both the coatings and
construction markets.

Regulated industry sales increased 12% in the second quarter of 2007 as
compared to the same period of last year, primarily due to 4% higher
volumes, 3% improved product mix, 3% increased pricing and 2% favorable
rates of exchange.  Sales increased in the pharmaceutical, personal care
and food markets by 6%, 18% and 11%, respectively, as compared to the
second quarter of last year.  Asian and European markets were especially
strong during the quarter.

Energy and specialties sales increased 14% in the second quarter of 2007
as compared to the same period of last year.  The increase was due to 15%
higher volumes, 1% higher prices, and 1% favorable rates of exchange,
partially offset by 3% unfavorable product mix.  The natural gas and oil
services sector demand continues to be strong and price increases were
achieved across most products families.

Profit from operations increased US$3.0 million, primarily as a result of
higher volumes and the associated contribution margin, increased selling
prices and favorable rates of exchange, partially offset by higher raw
materials, increased supply chain costs and startup costs at Hercules' new
methylcellulose production site in the company's Chinese venture.
Selling, general and administrative (SG&A) costs were higher compared to
the prior year, reflecting increased sales, marketing, business
management, technology and other spending to support growth.

"Aqualon’s global presence and scale continue to deliver improved results
in spite of challenging North American coatings and construction markets
and startup costs associated with new production capacity," said Mr.
Rogerson.

In the Paper Technologies and Ventures Group, net sales in the second
quarter increased 8% and profit from operations increased 58% compared
with the same quarter in 2006.

Paper Technologies sales increased 9% due to 10% increased volumes, 1%
increased prices, and 3% favorable rates of exchange, partially offset by
5% unfavorable product mix.  Volumes increased in all major regions of the
world.  Volumes were up 3% excluding the impact of the Mead Westvaco rosin
size alliance.  Sales in emerging markets were up 22% compared to the
prior year.  Price increases were achieved primarily in North America with
modestly lower pricing in Asia.  Sales of new products continued to drive
growth in overall sales and profitability.

Ventures sales increased 5% primarily due to 4% higher prices and 2%
favorable rates of exchange, partially offset by 1% unfavorable mix.
Sales increased in all Ventures business units except in
polyols/lubricants.  Significant growth was achieved in our building
products venture.

The increase in profit from operations reflects higher volumes, improved
selling prices, favorable rates of exchange and lower SG&A costs,
partially offset by higher raw material and tolling costs.  Severance,
restructuring and other exit costs, accelerated depreciation of impaired
assets and legal settlements taken in the second quarter of 2007 were
US$0.5 million, significantly lower than the US$4.7 million recorded in
the same period of 2006.  SG&A costs were lower primarily due to higher
patent defense costs incurred in the prior year.

"Our results continue to demonstrate our innovations and execution serving
our customers in paper chemicals," commented Mr. Rogerson. "Sales of
innovative higher margin products continue to support margins overall."

                           Outlook

“We expect continued strong results in sales, earnings and cash flow in
2007," said Mr. Rogerson.  "With our strong cash flow generation, we will
continue to focus on our high return business franchises, both through
organic growth as well as acquisitions."

Hercules Inc. (NYSE:HPC) -- http://www.herc.com/-- manufactures and
markets chemical specialties globally for making a variety of products for
home, office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility in
Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on July 2,
2007, Standard & Poor's Ratings Services revised its outlook on
Wilmington, Delaware-based Hercules Inc. to positive from stable and
affirmed the existing 'BB' corporate credit rating.


HERCULES INC: Okays US$200-Million Share Buyback Program
--------------------------------------------------------
The Board of Directors of Hercules Inc. has authorized the repurchase of
up to US$200 million of its common stock and declared a quarterly cash
dividend payment of five cents per share, payable on Oct. 19, 2007, to
shareholders of record on Sept. 28, 2007.

"These actions result from our significantly improved balance sheet and
financial profile," commented Hercules President and Chief Executive
Officer Craig Rogerson.  "They also demonstrate our confidence in the
future health of the company and in our ability to sustain strong cash
flow generation.  We expect to purchase these shares over the next two
years.  We remain committed to growing our high return portfolio of
businesses, focusing on both internal investment and appropriate
acquisition opportunities."

Hercules Inc. (NYSE:HPC) -- http://www.herc.com/-- manufactures and
markets chemical specialties globally for making a variety of products for
home, office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility in
Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on July 2,
2007, Standard & Poor's Ratings Services revised its outlook on
Wilmington, Delaware-based Hercules Inc. to positive from stable and
affirmed the existing 'BB' corporate credit rating.


HEXCEL CORP: Loses US$8.7 Million from Discontinued Operations
--------------------------------------------------------------
Hexcel Corporation has reported results for the second quarter of 2007.
Net sales from continuing operations in the quarter were US$289.8 million,
5.8% higher than the US$274.0 million reported for the second quarter of
2006.  Related operating income for the second quarter was US$34.0 million
compared to US$33.9 million for the same period last year.  Net income
from continuing operations for the second quarter of 2007 was US$17.5
million, compared to US$18.0 million in 2006.  Net loss from discontinued
operations was US$8.7 million, or US$0.09 per diluted share including an
after-tax charge of US$9.7 million for previously disclosed legal matters.
Discontinued operations consist of the assets of the US electronics,
ballistics and general industrial reinforcement product lines, which we
have entered into a definitive agreement to sell to JPS Industries.

Hexcel Chief Executive Officer David Berges commented, "The second quarter
saw a continuation of the first quarter sales pattern for the commercial
aerospace market.  Because of the A380 delay, Airbus sales were again down
significantly from a year ago, but strong demand from all other major
customers resulted in the almost 9% overall growth in our commercial
aerospace sales.  Start-up, training and qualification efforts combined
with some unplanned maintenance outages put some pressure on our margins
but we still met our guidance targets and expect better year-on-year
margin expansion for the remainder of 2007."

"The ramp up of new B787 and A380 programs layered on top of increasing
aircraft build rates should provide opportunity for good volume leverage
next year.  Longer term we are encouraged by the continued strength in
wind turbine and aircraft orders, especially the new composite intensive
A350 XWB.  With the divestiture of non-core assets nearly completed, our
sharper focus should allow us to capitalize on these market trends as well
as emerging applications for advanced composite materials."

Commercial aerospace sales grew for the quarter by 8.9% (7.4% in constant
currency).  The growth was driven by strong sales to Boeing, to
manufacturers of engines and nacelles and to regional aircraft producers.
Sales to these customers were up over 25% year-on-year for the second
quarter in a row.

Sales to Airbus were again down double digits for the quarter due to the
A380 delay.  Although we currently don’t expect A380 demand to begin to
recover until 2008, comparisons for the second half of 2007 to the second
half of 2006 become easier as the A380 delays were evident in those
quarters as well.

Hexcel remains focused on the product development and selection
requirements related to the new Boeing 787, Boeing 747-8 and Airbus A350
programs.  The firm's efforts are evident in higher levels of research and
technology expenses, which are directly related to on-going qualification
efforts for those new programs.

Industrial sales were essentially flat for the quarter (down 5.0% in
constant currency) against a particularly strong quarter last year.
Second quarter 2006 sales were over 10% higher than any other quarter in
2006.  Sales of applications for the wind energy market saw growth in the
mid-teens in constant currency, but were offset by a weak performance in
the recreation and other industrial markets.

Wind energy growth was in line with our guidance, however, if not for
component supply issues at our customers the growth would have been even
stronger.  Global demand remains strong and we expect to add capacity in
China next year to support regional growth.

Sales for recreation applications were lower than in the comparable
quarter of 2006 principally in the area of winter recreational products,
particularly in Europe due to the warm winter season.  Other industrial
sales were lower than last year as Hexcel continue to refine its focus on
selected customers and applications.

Space & Defense sales for the quarter were up 5.3% over last year (3.0% in
constant currency), which combined with an exceptionally strong first
quarter bring the year to date growth to 10.9%, in line with our guidance.
Demand from military fixed wing and rotorcraft applications remains
solid, but the timing of orders in this market remains difficult to
predict.

Aerospace qualification processes are underway in a number of locations
including:

          -- a new carbon fiber precursor line in Decatur,
             Alabama;

          -- a new prepreg facility in Stade, Germany;

          -- the new carbon fiber line in Salt Lake City, Utah;
             and

          -- for prepreg products transferred as part of the
             Livermore, California closure.

Hexcel has also begun the training of newly hired Spanish employees in
Salt Lake City to assure a timely start-up of our new fiber line in the
Madrid area early next year.

Gross margins declined slightly to 24.3% in the quarter compared to 24.6%
in the second quarter of 2006.  Unplanned equipment outages resulted in
higher maintenance, labor and freight costs.

Selling, General and Administrative Expenses expenditures in the quarter
of US$27.4 million were US$1.5 million higher than the second quarter of
2006.  Significant contributors to this increase include the impact of
exchange rates and costs incurred related to personnel transitions.

R&T spending increased US$1.1 million in the quarter compared to the
second quarter of 2006 reflecting expenditures related to new product
development and qualification efforts for new aircraft programs.  Most of
the increase was within our Engineered Products operating segment as a
result of certification testing on Boeing 787 components made from
Hexcel's new HexMC system.

Operating income for the quarter, excluding business consolidation and
restructuring expense, was US$34.5 million or 11.9% of sales, in line with
our guidance for the year.

                    Discontinued Operations

As previously disclosed, during the second quarter Hexcel entered into a
definitive agreement to sell EBGI to JPS Industries for US$62.5 million
plus up to US$12.5 million of additional payments dependent upon future
sales of the Ballistics product line.  The additional payments will be
recorded as income when earned.

The transaction is anticipated to close in the third quarter, at which
time Hexcel expects to record an after-tax loss of up to US$3 million.
The company has concluded that the transaction satisfies the accounting
considerations necessary for EBGI to be classified as "assets held for
sale" and have reported EBGI as "discontinued operations" in the firm's
financial statements.

Sales for EBGI during the quarter were US$45.7 million, or 28.4% higher
than the second quarter of 2006.  The growth was driven by a 60% increase
in ballistic sales.

During the quarter, Hexcel established an after-tax reserve of US$9.7
million in connection with the anticipated settlement of claims relating
to the previously disclosed investigation by the U.S. Department of
Justice into the use of allegedly defective Zylon fiber in ballistic vests
purchased under U.S. government funded programs.  While Hexcel admits no
wrongdoing, the firm believes it serves its best to settle the U.S. claims
to avoid the distraction, costs and uncertainties of potential litigation.
The charge is included in the loss from discontinued operations.

                        Income Taxes

Hexcel's effective income tax rate for the second quarter 2007 was 42.5%,
as compared to 39.2% for the second quarter of 2006.  The increase was
primarily due to tax reserves for exposures which have been accounted for
in accordance with FIN 48.  It is expected that FIN 48 will increase the
volatility of the effective tax rate.

                   Total Debt, Net of Cash

Total debt, net of cash of US$367.9 million as of June 30, 2007, decreased
by US$20.2 million from US$388.1 million as of
March 31, 2007.

Inventories as of June 30, 2007, were substantially unchanged compared to
March 31, 2007, while cash used for the increase in inventories since
December 31, 2006, is about US$14 million.  The growth in inventories
since year-end has been driven by a number of factors, including tooling
to mold finished parts using the new HexMC materials for the Boeing 787,
increases in aircraft production and normal seasonality.  Despite these
requirements for additional inventory, Hexcel continues to seek
opportunities to improve its inventory turnover.

                          Guidance

Hexcel's prior guidance for 2007 was issued in December 2006 and included
the EBGI business.  As a result of the expected divestiture of the
business in the third quarter, the company has updated its guidance for
the year.

The company had expected total sales to increase of up to 10% for the year
assuming comparable exchange rates to 2006.  It now expects it will be in
the upper end of that range as stronger than expected commercial aerospace
growth will be partially offset by lower than expected growth in
recreation and other industrial sales.

Hexcel still expects gross margins for the year of 23% to 24% and
operating margin before restructuring expense of 11% to 12% despite
increased spending for new program development and qualifications, as well
as start up costs for new production capacity.

Headquartered in Stamford, Connecticut, Hexcel Corporation
(NYSE: HXL) -- http://www.hexcel.com/-- is an advanced
structural materials company.  It develops, manufactures and
markets lightweight, high-performance structural materials,
including carbon fibers, reinforcements, prepregs, honeycomb,
matrix systems, adhesives and composite structures, used in
commercial aerospace, space and defense and industrial
applications.

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

                        *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Moody's Investors Service has raised the ratings of Hexcel
Corporation, Corporate Family Rating to Ba3 from B1.  The
ratings on Hexcel's senior secured credit facility have been
upgraded to Ba1 from Ba2, while the subordinated notes ratings
were upgraded to B1 from B3.  The ratings outlook was Stable.


MYERS INDUSTRIES: Shareholders Okay Acquisition by GS Capital
-------------------------------------------------------------
Myers Industries, Inc.'s shareholders voted at a special meeting to
approve the previously announced Agreement and Plan of Merger pursuant to
which Myers Industries would be acquired by Myers Holdings Corporation, an
entity controlled by GS Capital Partners, a private equity fund affiliated
with Goldman, Sachs & Co.  The acquisition is for cash consideration of
US$22.50 per share, or total consideration, including the assumption of
debt, of approximately US$1.1 billion.

Myers Industries reported that approximately 68.8% of its outstanding
shares, representing approximately 24.2 million shares, were cast in favor
of the merger.

Myers Industries announced on April 24, 2007, that the company had reached
a definitive agreement to be acquired by GS Capital.  The independent
members of the Board of Directors of Myers Industries, on the unanimous
recommendation of a Special Committee, unanimously approved the
transaction and recommended that Myers' shareholders approve the sale.

The shareholder vote satisfies a condition for the completion of the
transaction.  The companies presently expect the transaction to close in
the third quarter of 2007, pending satisfaction of the other conditions to
closing set forth in the Agreement and Plan of Merger.

        About Goldman, Sachs & Co. & GS Capital Partners

Founded in 1869, Goldman, Sachs & Co. is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global leader in private
corporate equity and mezzanine investing. Established in 1992, the GS
Capital Partners Funds are part of the firm’s Principal Investment Area in
the Merchant Banking Division. Goldman Sachs’ Principal Investment Area
has formed 13 investment vehicles aggregating US$56 billion of capital
raised. GS Capital Partners VI is the current primary investment vehicle
for Goldman Sachs to make large, privately negotiated equity investments.

                   About Myers Industries

Myers Industries, Inc. -- http://www.myersind.com-- is an international
manufacturer of polymer products for industrial, agricultural, automotive,
commercial, and consumer markets.  The Company is also the largest
wholesale distributor of tools, equipment, and supplies for the tire,
wheel, and undervehicle service industry in the US.  The company reported
record net sales from continuing operations of US$780.0 million in 2006.
It has operations in Brazil.

As reported in the Troubled Company Reporter-Latin America on July 6,
2007, Moody's Investors Service assigned a Ba3 rating to a proposed US$685
million senior secured credit facility offered by Myers Industries, Inc.
and a B3 rating to a proposed US$265 million subordinated notes.


NET SERVICOS: Conducting Network Upgrade To Boost Service
---------------------------------------------------------
Net Servicos said in a statement that it is upgrading its network to
improve its service offerings for over 100,000 households in Sao Paulo.

Business News Americas relates that the expansion will let residents
receive cable television and high-speed broadband as well as fixed line
voice services provided by fixed line operator Embratel's NET Fone service
in areas like:

          -- Freguesia do A,
          -- Pirituba,
          -- Cidade Lider, and
          -- Parque Sao Domingos.

Embratel and Net Servicos are part of Mexican telephony giant Telmex,
BNamericas notes.

Net Servicos offers triple play services to 8.9 million households across
79 Brazilian cities.  It had about 2.3 million clients for pay television,
some 2.12 million for broadband and approximately 354,000 for voice
services at the end of this year's second quarter, BNamericas states.

Headquartered in Sao Paulo, Brazil, NET Servicos de Comunicacao
-- http://Nettv.globo.com/NETServ/br/home/indexNet.jsp?id=1--
is a subscriber TV multi-operator in Brazil, as it operates the
NET brand in major cities, including operations in the 4 largest
cities: Sao Paulo, Rio de Janeiro, Belo Horizonte and Porto
Alegre.

NET also offers Broadband Internet services through its NET
VIRTUA brand name.

                        *     *     *

Moody's America Latina assigned on May 22, 2006, a Baa2.br
Brazilian National Scale Rating and a B1 Global Local Currency
Rating to Net Servicos de Comunicacao S.A.'s BRL650 million
debentures due in 2011 issued in September 2005.  Concurrently,
Moody's Investors Service affirmed Net's B1 global local
currency scale corporate family rating.  Moody's said the
ratings outlook was stable.


POLYONE CORP: Sr. VP Wendy Shiba's Resignation Effective Aug. 17
----------------------------------------------------------------
PolyOne Corporation's Wendy C. Shiba, Senior Vice President, Chief Legal
Officer and Secretary of the company accepted a position with another
company and would be resigning from the company, effective on or about
Aug. 17, 2007.

In addition, the company’s Compensation and Governance Committee of the
Board of Directors approved an amendment to the two-year cash incentive
granted to Stephen D. Newlin on Feb. 13, 2006.  The two-year cash
incentive originally was contingent upon the attainment of certain
pre-established metrics approved by the committee in connection with Mr.
Newlin’s joining the company, with the attainment levels being based on
the Company’s 2005-2007 Long Term Incentive Plan, but adjusted to take
into account estimated attainment at the time of the award.  The amendment
to Mr. Newlin’s cash incentive changes the attainment goals relating to
cash flow and debt/EBITDA ratio to reflect the company’s performance only
in years 2006 and 2007, the time during which Mr. Newlin was with the
company.  The amendment also provides for a payout under the cash
incentive plan of not less than the targeted number of units at 87,000 at
the grant date stock price of US$9.185.

                        About PolyOne

Headquartered in northeast Ohio, PolyOne Corporation --
http://www.polyone.com/-- is a leading global compounding and
North American distribution company with operations in
thermoplastic compounds, specialty polymer formulations, color and
additive systems, and thermoplastic resin distribution.  With 2005 annual
revenues of approximately US$2.5 billion, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and Australia, and
joint ventures in North America and South America.

                        *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Fitch Ratings upgraded PolyOne Corporation's Issuer Default Rating to
'BB-' from 'B', Senior unsecured debt and debentures to 'BB-' from
'B+/RR3', and rating outlook to stable.


TAM SA: Fitch Affirms BB Rating on US$300-Million Notes
-------------------------------------------------------
Fitch has affirmed the 'BB' foreign currency and local currency Issuer
Default Ratings of TAM S.A. Fitch has also affirmed the 'BB' rating of its
US$300 million of senior unsecured notes due 2017 as well as the company's
'A+(bra)' national scale rating and for its first debentures issuance
(BRL500 million).  The Rating Outlook is Stable.

The affirmations reflect the company's market leading position in the
Brazilian air passenger transportation sector, adequate leverage
indicators and positive free cash flow generation.  The ratings also
reflect the company's exposure to fluctuations in jet fuel prices and
exchange rates, the strong correlation of its activities with the
performance of the domestic economy, high operating leverage and
competitive threats.  The ratings incorporate TAM's fleet expansion plans
and the company's intention to maintain conservative leverage ratios.
Recent fatal accidents will likely have a negative short term effect that
could lead to a near term softening in demand and new capacity
restrictions at Congonhas and other Brazilian airports although medium to
long term demand for domestic air transportation in Brazil continues to
look quite robust.

Over the past several years, revenues have grown strongly, operating
margins have improved and the company has maintained positive cash
generation.  Net revenues grew due to strong growth in seats supply and
demand, which was supported by the expansion of the fleet, higher average
flight length, greater capacity utilization rate and more frequencies.
TAM has been able to enhance its cost structure by raising the capacity
utilization rate, operating new aircraft with lower maintenance costs and
fuel consumption and reducing commercial and overhead expenses.

Recent financial performance for the domestic airlines has deteriorated
(over the last three quarters) mainly due to capacity constraints and an
"infrastructure bottleneck" as new capacity is coming on line.  The lack
of investment in Brazilian airports is evident as the scarcity of
efficient infrastructure is insufficient to support accelerating growth.
In addition,
sector excess capacity has increased as supply seats grew approximately
15% while demand grew around 13%, negatively impacting load factors and
profitability.  Strong competition has resulted in higher discounted fares
and lower yields. Over the short term, yields and load factors should
continue to be moderately pressured.

TAM maintains a solid liquidity position with BLR2.0
billion of cash and marketable securities at the end of March 2007.  TAM's
liquidity position and solid financial profile mitigate short-term risk
and volatility related to domestic air transportation sector.  At March
31, 2007, total adjusted debt
reached BRL6.7 billion, which includes BRL540 million
of debentures and approximately BRL700 million of working capital and
leases obligations.  A majority of the company's debt relate to
off-balance-sheet liabilities associated with aircraft operating leases,
which totaled BRL5.4 billion.

Over the next several years, TAM will face new challenges to maintain
market leadership in a strongly competitive environment.  TAM's main
competitor, GOL Linhas Aereas S.A -- a low cost carrier, recently
announced an agreement to acquire VRG S.A. VRG operates under the brand
name Varig and owns a significant number of slots in an important domestic
airport, Congonhas.  An increase in competition resulting from supply
pressures and aggressive fare discounting, coupled with lower aircraft
load factors, could eventually impact credit profile of the Brazilian air
carriers.




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


ABACUS FUND: Proofs of Claim Filing Ends on July 27
---------------------------------------------------
Abacus Fund Ltd.’s creditors are given until July 27, 2007, to prove their
claims to John Cullinane and Derrie Boggess, the company's liquidators, or
be excluded from receiving any distribution or payment.

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

Abacus Fund’s shareholders agreed on June 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:

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


AMMC CDO: Proofs of Claim Must be Filed by July 26
--------------------------------------------------
AMMC CDO II Ltd.’s creditors are given until July 26, 2007, to prove their
claims to Mora Goddard and Joshua Grant, 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.

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

The liquidators can be reached at:

        Mora Goddard
        Joshua Grant
        Maples Finance Limited
        P.O. Box 1093
        George Town, Grand Cayman
        Cayman Islands


ANTHRACITE BALANCED: Final Shareholders Meeting Is Tomorrow
-----------------------------------------------------------
Anthracite Balanced Company (Libgdf4) Ltd. will hold its final
shareholders meeting on July 25, 2007, at 10:00 a.m., at:

        P.O. Box 1109
        George Town, Grand Cayman
        Cayman Islands

These agendas will be taken during the meeting:

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

   2) authorizing the liquidator to retain the records
      of the company for a period of 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 liquidators can be reached at:

        Scott Aitken
        Connan Hill
        P.O. Box 1109
        George Town, Grand Cayman
        Cayman Islands
        Tel: (345) 949-7755
        Fax: (345) 949-7634


ANTHRACITE BALANCED: Proofs of Claim Filing Ends Tomorrow
----------------------------------------------------------
Anthracite Balanced Company (Libgdf4) Ltd.’s creditors are given until
July 25, 2007, to prove their claims to Scott Aitken and Connan Hill, 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.

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

The liquidators can be reached at:

        Scott Aitken
        Connan Hill
        P.O. Box 1109
        George Town, Grand Cayman
        Cayman Islands
        Tel: (345) 949-7755
        Fax: (345) 949-7634


AQR FINANCIAL: Proofs of Claim Filing Deadline Is Aug. 6
--------------------------------------------------------
AQR Financial Futures Offshore Fund (USD) IV Ltd.’s creditors are given
until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Financial's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL: Proofs of Claim Filing Ends on Aug. 6
-------------------------------------------------
AQR Global Arbitrage Offshore Fund (USD) Ltd.’s creditors are given until
Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL ASSET: Proofs of Claim Filing Deadline Is Aug. 6
-----------------------------------------------------------
AQR Global Asset Allocation Offshore Fund (EUR) Ltd.’s creditors are given
until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL (ALLOCATION): Proofs of Claim Filing Ends on Aug. 6
--------------------------------------------------------------
AQR Global Asset Allocation Offshore Fund (USD) III Ltd.’s creditors are
given until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL FIXED: Proofs of Claim Must be Filed by Aug. 6
---------------------------------------------------------
AQR Global Fixed Income Offshore Fund (USD) Ltd.’s creditors are given
until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL FIXED INCOME: Proofs of Claim Filing Ends on Aug. 6
---------------------------------------------------------------
AQR Global Fixed Income Offshore Fund (USD) II Ltd.’s creditors are given
until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL YIELD: Proofs of Claim Filing Deadline Is Aug. 6
-----------------------------------------------------------
AQR Global Yield Curve Offshore Fund (USD) Ltd.’s creditors are given
until Aug. 6, 2007, to prove their claims to Bradley D. Asness, 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.

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


ARCEL FINANCE: Proofs of Claim Must be Filed by Aug. 12
-------------------------------------------------------
Arcel Finance Ltd.’s creditors are given until Aug. 12, 2007, to prove
their claims to John Cullinane and Derrie Boggess, the company's
liquidators, or be excluded from receiving any distribution or payment.

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

Arcel Finance's shareholders agreed on July 4, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


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 Filing Deadline Is 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


EUREKA INTERACTIVE: Sets Last Shareholders Meeting for Oct. 19
------------------------------------------------------------
The Eureka Interactive Fund Ltd. will hold its final shareholders meeting
on Oct. 19, 2007, at 9:00 a.m., at:

          4th Floor Harbour Place
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

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

          John Sutlic
          Attention: Kim Charaman
          Close Brothers (Cayman) Limited
          Fourth Floor, Harbour Place
          P.O. Box 1034
          Grand Cayman, KYI-1102
          Cayman Islands
          Tel: (345) 949 8455
          Fax: (345) 949 8499


MORANE INVESTMENTS: Proofs of Claim Filing Ends on Aug. 12
----------------------------------------------------------
Morane Investments Ltd.’s creditors are given until
Aug. 12, 2007, to prove their claims to John Cullinane and Derrie Boggess,
the company's liquidators, or be excluded from receiving any distribution
or payment.

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

Morane Investments shareholders agreed on June 28, 2007, to place the
company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


ROYALTY INCOME: Proofs of Claim Filing Deadline Is Aug. 12
----------------------------------------------------------
Royalty Income Fund Of North America (Offshore) Ltd.’s creditors are given
until Aug. 12, 2007, to prove their claims to John Cullinane and Derrie
Boggess, the company's liquidators, or be excluded from receiving any
distribution or payment.

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

Royalty Income's shareholders agreed on July 2, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

       John Cullinane
       Derrie Boggess
       c/o Walkers SPV Limited
       Walker House
       87 Mary Street, George Town
       Grand Cayman KY1-9002




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


GENERAL MOTORS: Reports Global 2nd Qtr. Sales of 2.4MM Vehicles
---------------------------------------------------------------
General Motors Corp. sold 2.405 million cars and trucks around the world
in the second quarter of 2007, reporting record sales
outside the United States, according to preliminary sales figures.  GM
sold 2.395 million vehicles in the second quarter last year.

"GM's second quarter sales were driven by exceptionally strong demand in
emerging markets," John Middlebrook, GM vice president, Global Sales,
Service and Marketing Operations, said.  "GM global sales of 4.67 million
vehicles for the first half of the year reflects solid results, in fact
we're on track to have our second-best annual sales performance in our
almost 100-year history.  In the second quarter we experienced record
sales growth around the globe including 20% growth in Latin America,
Africa and the Middle East -- an all-time quarterly record for that
region, and 8% growth in the Asia/Pacific region.  We're also pleased to
see almost 5% growth in Europe where we sold more than 574,000 vehicles."

Chevrolet global sales of 1.13 million vehicles in the second
quarter of 2007 were up more than 4,000 vehicles compared with a
year ago.  The brand grew by 34% in Europe, 24% in Latin America, Africa
and the Middle East and 3% in Asia-Pacific.

Saturn sales in the United States and Canada were up 27%, based
largely on the popularity of three new vehicles, the Sky roadster, Aura
mid-car and Outlook mid-utility crossover vehicle.  Saturn is launching
the all-new Vue small utility crossover and soon will introduce the Astra
small car.  Saturn has two hybrid offerings in its lineup, the Aura Green
Line and Vue Green Line.

Second quarter sales outside the United States has set a record.
At 1.39 million vehicles, Q2 2007 sales outside of the United
States accounted for about 58% of GM's total global sales, growing at
close to 8% compared with Q2 2006, outpacing the industry average growth
rate of 6%.

In the Latin America, Africa and Middle East region, GM sales surged to
293,300 vehicles, up 20% in volume compared with 2006, which set the
industry and GM record for the second quarter.
Sales in Brazil were up 23% for the quarter.

In the Asia/Pacific region, GM sales of 338,000 vehicles were 8% higher
than the previous year's second quarter, and were a record for the
quarter.  GM China sales of 234,000 vehicles posted a more than 6% sales
increase compared with 2006.  GM remained the top-selling automaker in
China.  With these results, GM is on track to become the first
manufacturer in China to exceed one million vehicles sold annually.  GM's
sales in China include sales by SAIC-GM-Wuling, in which GM owns the
maximum permissible interest for a foreign company, 34%.

In Europe, GM also set a quarterly sales record with deliveries of 574,000
vehicles, up 5%.  Growth in Russia, up 106%, led the
increase.  Chevrolet achieved record European sales of 114,900
vehicles, up 34%, and is fueling GM's growth in Russia.  Vauxhall sales
strength in the UK helped offset significant reductions in the German
market, keeping Opel/Vauxhall share in Europe at 7.4% for the first half
of the year.

In North America, planned reductions in daily rental sales and
softness in the U.S. market due to increasing fuel prices and
concerns about housing, resulted in sales of 1.2 million vehicles, a
decline of 7% compared with a strong quarter the previous year.  Despite a
competitive market for full-size pickups, GM continues to show pickup
truck segment leadership with share gains in the quarter thanks to the
North America Truck of the Year Chevrolet Silverado and all-new GMC
Sierra.  GM's mid-car and mid-utility crossover segments also saw retail
sales gains on the strength of mid-cars Saturn Aura, Pontiac G6 and
Chevrolet Impala, and mid-utility crossovers GMC Acadia, Saturn Outlook
and Buick Enclave.

                     About General Motors

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 Argentina, Brazil, Chile, Colombia, Ecuador,
Venezuela, Paraguay, and Uruguay.  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.




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


MAZDA MOTORS: Resumes Production in Yamaguchi Factory
-----------------------------------------------------
Mazda Motor Corporation says that it has restarted its production at its
Yamaguchi Prefecture factory, which was scheduled to have begun on Monday
nighttime, reports Makiko Kitamura of Bloomberg News.

According to the report, Mazda was among those affected after Riken
Corporation -- Japan's largest maker of piston rings and seal rings which
are key parts used in engines and transmissions -- was hit by the 6.8
magnitude earthquake, causing it to close 11 parts factories.

However, as of July 23, 2007 at 8 a.m., Mazda has restarted its partial
production and is scheduled to have resumed its mass production later in
the day, reports Tetsuya Komatsu and Naoko Fujimura of Bloomberg News in a
separate interview.

                      About Mazda Motors

Headquartered in Hiroshima Prefecture, in Japan, Mazda Motor Corporation
-- http://www.mazda.co.jp/-- together with its subsidiaries and
associates, is primarily involved in the manufacture and distribution of
automobiles.  The company manufactures passenger cars and commercial
vehicles.  Mazda Motor distributes its products in both domestic and
overseas markets.  The company has 58 subsidiaries.  It has overseas
operations in the United States, Canada, Mexico, Germany, Belgium, France,
the United Kingdom, Switzerland, Portugal,
Italy, Spain, Austria, Russia, Columbia, New Zealand, Thailand, Indonesia
and China.  The Company has a global network.

                        *     *     *

As reported on April 27, 2007, that Standard & Poor's Ratings Services
raised Mazda Motor Corp.'s long-term corporate credit rating and the
company's long-term senior unsecured debt to:

   * Corporate Credit Rating: BB /Stable/
   * Company's Long-term Senior Unsecured Debt: BB+

S&P's rating actions reflect Mazda's improved operational and financial
performance, and financial risk profile.  Mazda's operating and financial
performance has been improving over the past several years due to the
success of new products following a shift in strategy.  The company
continued to improve operating and financial performance in the nine
months ended
Dec. 31, 2006, owing to an improved sales mix and favorable foreign
exchange rates.  Although the EBITDA margin of about 6% remains lower than
most of its Japanese peers, profitability is steadily improving.  Mazda is
now focusing on certain segments instead of attempting to compete as a
full-line producer.  The company also has excellent product engineering
capabilities.


POLYONE CORP: Inks Canadian Receivables Purchase Agreement
----------------------------------------------------------
PolyOne Corporation, on Friday, entered into a Canadian
Receivables Purchase Agreement among the company, as servicer,
PolyOne Funding Canada Corporation, as seller, Citicorp USA Inc., as
administrative agent, National City Business Credit, Inc., as syndication
agent, and the banks and other financial institutions party thereto, as
initial purchasers.

In connection with the Purchase Agreement, the company also
entered into the Canadian Receivables Sale Agreement, dated as of July 13,
2007, by and among the company, as buyer's servicer,
PolyOne Canada Inc. as the seller, and PolyOne Funding Canada
Corp., as the buyer.

Under the Purchase and Sale Agreements, from time to time, PolyOne Canada
Inc. will sell its Canadian receivables to PolyOne Funding Canada Corp.,
which will then sell interests in the receivables to the banks and other
financial institutions party to the Purchase Agreement on the terms and
subject to the conditions of the Purchase Agreement.  The Purchase
Agreement provides up to US$25 million in funding, based on availability
of eligible trade accounts receivable and other customary factors.

Headquartered in Avon Lake, Ohio, PolyOne Corp. --
http://www.polyone.com/-- is a global compounding and North
American distribution company with operations in thermoplastic
compounds, specialty polyvinyl chloride (PVC) vinyl resins,
specialty polymer formulations, color and additive systems, and
thermoplastic resin distribution, with equity investments in
manufacturers of PVC resin and its intermediates.  The company
has 53 manufacturing sites and 14 warehouses in North America,
Europe and Asia.  The company maintains operations in China,
Colombia, Thailand and Singapore.

                        *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Fitch Ratings upgraded PolyOne Corporation's Issuer Default Rating to
'BB-' from 'B'; and Senior unsecured debt and debentures rating to 'BB-'
from 'B+/RR3'.  Fitch said the rating outlook is stable.




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


* DOMINICAN REPUBLIC: Complains on IMF's Demands on Power Law
-------------------------------------------------------------
Prensa Latina reports that the Dominican Republic finds the International
Monetary Fund's pressures on the nation's Electricity Law unbearable.

According to Prensa Latina the IMF exerted the pressures by binding
contract renewal to passing the Electricity Law in 10 days.

Listin Diario relates that the Dominican Republic's Federal Chamber of
Deputies chairperson rejected the IMF deadline "that recalls the past
times of US proconsuls."

The IMF wants to recover its loans.  It fails to notice "the traumatic
effects of its useless recipes on the people's purchasing power," Listin
Diario notes.

Dominican officials must defend national interests "without double
standards, submission or hesitation with the IMF abusive demands," Listin
Diario states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.


* DOMINICAN REPUBLIC: Taiwan Seeks To Solidify Pacts with Nation
----------------------------------------------------------------
Beata Lockwood at the Caribbean Net News reports that Taiwan seeks to
solidify its trade ties with the Dominican Republic.

The Caribbean Net notes that Taiwan has been a trading partner with the
Dominican Republic for over 50 years.  It has contributed to projects over
the years in the Dominican nation.

Too many Taiwanese businesses were focusing efforts in China, "where the
political climate is risky at best," the Caribbean says, citing Taiwanese
Vice President Anette Lui.

Vice President Lui encouraged business leaders to consider transferring
their businesses to Latin America, the Dominican Republic in particular,
according to the report.

Vice President Lui told the Caribbean Net that the Dominican Republic has
been a dependable trading partner.  Its geographical location would be a
"springboard" to the Taiwanese entrepreneurs' investments and business
ventures into the US and Caribbean markets.

Taiwan is keen on the possibility of signing a free trade accord with the
Dominican Republic.  It wants a second round of talks for the agreement
later this year, The Caribbean Net states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.




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


SPECTRUM BRANDS: Discloses More Information for Fiscal 2007
-----------------------------------------------------------Spectrum
Brands, Inc. has provided further information regarding current
expectations for fiscal 2007 financial results.  The company reported that
cash on hand at the close of the quarter ending June 30, 2007, was in
excess of US$175 million and that it expects to generate total operating
cash flow of between US$120 and US$140 million during the six-month period
ending Sept. 30, 2007.  The expected cash flow number differs from the
company’s earlier projections as included in its March 8K filing due to:

          -- a previously announced US$20 million shortfall in
             EBITDA as compared to that projected in the 8K
             filing, and

          -- the fact that US$30 million assumed to be generated
             in the third quarter in the earlier projections was
             instead generated during the company’s fiscal
             second quarter ended April 1, 2007.

Net debt at Sept. 30, 2007, is anticipated to be approximately US$2.4
billion, a reduction of approximately US$200 million as compared with
reported net debt as of April 1, 2007.

As previously announced, Spectrum Brands expects to reduce its
indebtedness under its senior credit facility term loan by the amount of
US$225 million during the fourth quarter through a combination of cash on
hand and positive operating cash flow.  In addition, Spectrum Brands has
received financing commitments from Goldman Sachs and Wachovia Bank to
provide the company with a US$225-million asset based loan (ABL) facility.
Although Spectrum does not currently anticipate the need to borrow on the
ABL facility at closing, it will be available for future working capital
needs at lower interest rates than the company’s current term loan.  The
ABL facility is expected to close during the fiscal fourth quarter ending
Sept. 30, 2007.  The company currently anticipates that positive operating
cash flow and the available credit under the asset based loan facility
will be sufficient to meet liquidity and working capital needs for the
foreseeable future.

Spectrum Brands reiterated its strategy of reducing indebtedness and
leverage through the strategic sale of assets, including its Home & Garden
business, which is currently being accounted for as discontinued
operations, and potentially other additional assets.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.

The company operates in 13 Latin American nations including El
Salvador, Guatemala, Costa Rica, Colombia and Nicaragua.

                        *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Fitch Ratings affirmed the ratings of Spectrum Brands, Inc.,
including its CCC issuer default rating, its CCC- rating of the
company's US$700 million 7-3/8% senior subordinated note due
2015 and its CCC- rating of the company's US$350 million 11.25%
Variable Rate Toggle Interest pay-in-kind Senior Subordinated
Note due 2013.  Fitch keeps the outlook at negative.




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


ADVANCED MARKETING: Wants Sale Order on Baker & Taylor Enforced
---------------------------------------------------------------
Advanced Marketing Services, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to compel Baker & Taylor, Inc., to pay the remaining
US$6,216,222 due under their Asset Purchase Agreement.

As reported in the Troubled Company Reporter on March 20, 2007, Baker &
Taylor, completed the acquisition of the wholesale operations of Advanced
Marketing.  The transaction had been approved on March 8, 2007.

Baker & Taylor's acquisition includes Advanced Marketing assets
through which it distributes bestsellers, children's books,
culinary titles, reference works, and other books to membership
warehouse clubs.  Baker & Taylor also acquired Advanced
Marketing's wholesale distribution operations in the United
Kingdom and in Mexico.

Under the agreement, the purchase price was to be paid in three installments:

  -- on the closing date, US$20,000,000 plus certain additional
     sums, including 33.3% of the "Combined APG/AR Price";

  -- 30 days after the closing date, 33.3% of the Combined
     APG/AR Price; and

  -- 60 days after the Closing Date, 33.4% of the Combined
     APG/AR Price, minus US$1,000,000.

Pursuant to the terms of the APA, the amount of the Final Payment should
have been US$10,350,632.  However, B&T paid only US$4,134,410 on May 18,
2007, leaving the US$6,200,000 shortfall.

Over the last several months, AMS tried to persuade B&T to pay
what it owes, B&T continues to withhold the amount.

To justify its refusal to pay, B&T has relied on unfounded and
patently erroneous interpretations of the Purchase Agreement.
B&T has insisted it is entitled to US$2,043,969 held by AMS in its ban
account at the time of closing, on the ground that any funds deposited in
the account on or after 12:01 a.m. on
March 19, 2007, belong to B&T.

AMS contends B&T's position is false.  AMS points out the
Purchase Agreement provides that any cash in its bank accounts
prior to 2:00 p.m. on March 19, 2007, belongs to it.  The parties did not
agree to an earlier or later date, AMS says.

B&T has also claimed that AMS is responsible for book returns in
transit prior to the closing.

AMS, however, points out that the parties expressly agreed that
unless a return was "received" by AMS -- that is, in AMS'
physical possession -- prior to 12:01 a.m. on March 19, 2007, the return
was an Assumed Obligation and was B&T's responsibility.

B&T has also held that it is entitled to roughly US$4,000,000 in
deductions -- US$2,072,054 in co-op advertising deductions taken by
customers and US$2,654,606 in other deductions taken by customers.

AMS contends that the Co-op Deductions cannot be deducted from
Accounts Receivable and they cannot reduce the Accounts
Receivable Price.  In addition, B&T's documentation did not even
identify the specific customer deductions comprising the supposed
US$2,654,606 in other deductions.

The Court's prompt intervention is necessary to confirm the plain meaning
of the Purchase Agreement, AMS asserts.

If the Court requires evidentiary hearing, AMS asks the Court to
compel B&T to place any remaining disputed amounts in escrow,
pending final adjudication of the issue.

AMS also wants B&T to pay its attorney's fees and costs.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the U.S.,
Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated and
Publishers Group West Incorporated filed for chapter 11 protection on Dec.
29, 2006 (Bankr. D. Del. Case Nos. 06-11480 through 06-11482).  Suzzanne
S. Uhland, Esq., Austin K. Barron, Esq., Alexandra B. Feldman, Esq.,
O'Melveny & Myers, LLP, represent the Debtors as Lead Counsel.  Chun I.
Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than US$100 million.

The Debtors' exclusive period to file a plan expires on
Aug. 10, 2007.  (Advanced Marketing Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


ADVANCED MARKETING: Files Revised Reclamation Claims Report
-----------------------------------------------------------
Advanced Marketing Services, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of Delaware a
revised reclamation claims report on July 6, 2007 to reflect adjustments
in the methodology used to determine the date of receipt of goods.

The Reclamation Reports, including the initial report filed in
April 2007, contain two broad categories of claims -- claims
under Section 503(b)(9) and reclamation claims.  With respect to
Section 503(b)(9) claims, the Debtors determined the value and
amount of goods received during the 20-day period before the
Petition Date.  With respect to reclamation claims, the Debtors
determined the value and amount of goods received during the
period from 21 to 45 days prepetition.

To calculate the amounts set forth in the Initial Report, the
Debtors reviewed the purchase order freight terms for goods
received at their various distribution centers from November 14,
2006, through February 8, 2007.  If the purchase order freight
terms suggested that possession or title to the goods passed to
the Debtors as of the date of the bill of lading for the goods,
the Debtors used the bill of lading date -- instead of the actual date of
receipt at the distribution centers -- to determine whether the goods were
received by or sold to the Debtors during the 45-day reclamation period.

After filing the Initial Report, the Debtors consulted with the
Official Committee of Unsecured Creditors and determined to make
the adjustments.  The Revised Report reflects the Debtors' use of the date
of actual receipt of both domestic and international
goods at their distribution centers to calculate the amount and
value of goods received during the reclamation period.

Goods sold by the Debtors prior to the receipt of a Reclamation
Claim, but subsequently returned by a customer prior to the
receipt of the Claim, were excluded from the calculations set
forth in the Revised Report.  The Debtors also looked to the
calendar day immediately prior to the receipt date of a
Reclamation Claim to determine whether or not goods were in their
possession.  The Debtors believe using this date avoids confusion
regarding shipments they made on the actual dates the Reclamation Claims
were received.

A full-text copy of the Revised Reclamation Report is available
at no charge at http://ResearchArchives.com/t/s?21bb

The Debtors ask the Court to allow the Reclamation Claims in amounts set
forth in the Revised Report as administrative expense claims, subject to
reduction for goods returned to the reclaiming creditor.  The Debtors
propose to pay the Reclamation Claims in accordance with, and pursuant to
the terms of, a confirmed plan of reorganization or liquidation in their
cases.

Any reclamation claimant disputing the amount set forth in the
Revised Report must file and serve an objection to the Debtors'
request by Aug. 6, 2007.

The Debtors believe that the proposed treatment of Reclamation
Claims is fair and reasonable, and will likely avoid the costs
and risks attendant with litigation.

The Committee supports the Debtors' request.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the U.S.,
Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated and
Publishers Group West Incorporated filed for chapter 11 protection on Dec.
29, 2006 (Bankr. D. Del. Case Nos. 06-11480 through 06-11482).  Suzzanne
S. Uhland, Esq., Austin K. Barron, Esq., Alexandra B. Feldman, Esq.,
O'Melveny & Myers, LLP, represent the Debtors as Lead Counsel.  Chun I.
Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than US$100 million.

The Debtors' exclusive period to file a plan expires on
Aug. 10, 2007.  (Advanced Marketing Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. ttp://bankrupt.com/newsstand/ or
215/945-7000).


ADVANCED MICRO: Posts US$600 Mil. Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Advanced Micro Devices Inc. reported second quarter 2007 revenue
of US$1.4 billion, an operating loss of US$457 million, and a net loss of
US$600 million.

These results include an impact of US$130 million from ATI
acquisition-related and integration charges of US$78 million,
employee stock-based compensation expense of US$31 million,
severance charges of US$16 million and debt issuance charges of US$5 million.

In the first quarter of 2007, AMD reported revenue of
US$1.2 billion, net loss of US$611 million, and an operating loss of
US$504 million.  In the second quarter of 2006, AMD reported revenue of
US$1.2 billion, net income of US$89 million, and operating income of
US$102 million.

Second quarter 2007 gross margin was 34%, excluding stock-based
compensation expense, acquisition-related and severance charges,
compared to 31% in the first quarter of 2007 and 57% in the second quarter
of 2006.  The increase from the prior quarter was largely due to increased
microprocessor unit shipments.  The second quarter gross margin was
impacted by a write-off of older
microprocessor inventory of about US$30 million.

At June 30, 2007, the company's total assets were US$13.2 billion, total
liabilities were US$8.7 billion, and total stockholders' equity was US$4.5
billion.

"While we made solid progress in the second quarter across a
number of fronts, we must improve our financial results," said
Robert J. Rivet, AMD's chief financial officer.  "We achieved a
12% sequential revenue increase, improved the gross margin and won back
microprocessor unit and revenue market share.  Strong
distribution channel demand, initial sales to Toshiba, and a
broader adoption of AMD platforms led to a 38% sequential increase in
microprocessor unit shipments.  In addition, our Graphics business gained
momentum at the end of the quarter as we began shipping the new ATI Radeon
HD(TM) 2000 family of graphics processors.

"We continue to focus on realigning our business model and
reducing our capital expenditures and cost structure in the second half of
the year."

In the seasonally up third quarter, AMD expects revenue to
increase in line with seasonality.

                     Additional Highlights

Additional highlights during the second quarter of 2007 include:

   -- Toshiba chose AMD as a strategic supplier for its new
      series of Satellite notebook computers powered by an AMD
      platform featuring AMD Turion(TM) 64 X2 dual-core mobile
      technology and the AMD M690 chipset.

   -- Customers continued to adopt AMD-based solutions across a
      broader portion of their product offerings.

   -- AMD announced that initial revenue shipments of the
      industry's first native x86 quad-core processor,
      "Barcelona," will commence in the third quarter in both
      standard and low-power versions.  AMD broadened its
      portfolio of product offerings in the quarter.

   -- AMD disclosed details of its next-generation platform for
      notebook computing, codenamed "Puma."  The platform pairs
      AMD's next-generation notebook processor, "Griffin," with
      the next-generation AMD "RS780" mobile chipset.  "Puma"
      represents one of the first results of the "new AMD,"
      delivering an optimized mobile solution with extended
      battery life, graphics and video processing enhancements
      and improved overall system performance.

   -- The Italian stock exchange, Borsa Italiana, joined the
      growing roster of global exchange customers running their
      business on AMD Opteron processor based technology,
      including NYSE Group Inc., the International Securities
      Exchange's Stock Exchange, London Stock Exchange,
      Luxembourg Stock Exchange, Montreal Exchange and
      Philadelphia Stock Exchange.

                          About AMD

Advanced Micro Devices Inc. -- http://www.amd.com/-- (NYSE: AMD) designs
and manufactures microprocessors and other semiconductor products.

The company has a facility in Singapore. It has sales offices in
Belgium,France, Germany, the United Kingdom, Mexico and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service affirmed AMD's B1 corporate family
rating while revising to Ba2 from Ba3 the ratings on both the
currently secured US$390 million notes due 2012 (2012 Note) and the US$1.7
billion remainder of the original US$2.5 billion term loan due.  Moody's
said the rating outlook remains negative.


BALLY TOTAL: Inks Restructuring Support Pact with Noteholders
-------------------------------------------------------------
Holders of a majority of Bally Total Fitness Holding Corp.'s
10-1/2% Senior Notes due 2011 and more than 80% of its 9-7/8%
Senior Subordinated Notes due 2007 have entered into a
Restructuring Support Agreement agreeing to, following receipt
of a disclosure statement, vote in favor of a plan of
reorganization.

The company says that the Plan will further enhance its
liquidity by increasing the rights offering to US$90 million and
by allowing the company to retain the cash which would have been
used for the July 15, 2007, interest payment due on the Senior
Notes.  With its Restructuring Support Agreement in place, the
company believes it has sufficient support from its noteholders
to proceed to implement the Plan through appropriate bankruptcy
proceedings and expects to make its Chapter 11 filing in the
near future.  The company plans to continue normal club
operations during the pendency of the anticipated bankruptcy
case and will seek to emerge from bankruptcy as quickly as
possible.

Don R. Kornstein, Interim chairman and Chief Restructuring
Officer, stated, "We are pleased to have such strong support for
the Plan from both our senior and senior subordinated
noteholders.  The Restructuring Support Agreement will enable us
to expedite our work on restoring the strength of our balance
sheet in the shortest time possible, and positioning Bally Total
Fitness to compete over the long term.  We look forward to
emerging from bankruptcy with a greater ability to invest in and
continue upgrading our fitness centers and to focus on building
the Bally brand."

Pursuant to the Restructuring Support Agreement, the Plan will
provide that:

   * The Senior Notes will be modified, including an increase in
     the annual interest rate to 12-3/8% effective from
     July 16, 2007.  The cash interest payment on the Senior
     Notes due July 15, 2007, will not be made.  Upon
     effectiveness of the Plan, the new principal amount of the
     outstanding Senior Notes will be US$247,337,500, with the
     increase distributed pro rata to the holders of the Senior
     Notes.  The maturity and guarantees of the Senior Notes
     would remain the same.  Upon effectiveness of the Plan,
     holders of the Senior Notes would receive a fee equal to 2%
     of the face value of their notes on the date of the filing
     of the Chapter 11 cases.

   * The Senior Note Indenture would be amended to provide the
     holders with a "silent" second lien on substantially all
     assets of the company and the subsidiary guarantors.  Under
     the amended Senior Note Indenture, the company would have a
     permitted debt basket for the senior credit facility of
     US$292 million, with a reduction for proceeds of asset
     sales completed after June 15, 2007, that are used to
     permanently pay down indebtedness under its senior credit
     facilities and are not reinvested in replacement assets
     within 360 days after the applicable asset sale.

     The Senior Note Indenture will also permit Bally to issue
     after emergence from bankruptcy and in addition to the
     securities referred to below, an additional US$90 million
     of pay-in-kind senior subordinated notes.  The amended
     Senior Note Indenture also increases by US$50 million to a
     total of US$100 million the permitted debt basket for
     purchase money indebtedness and capital leases (with a
     US$50 million capital lease sublimit).

     The optional redemption schedule in the Senior Notes would
     be amended to permit the company to redeem the Senior Notes
     prior to July 15, 2008, at a:

        -- T+50 make whole premium (including all interest due
           and payable through July 15, 2008) based upon a
           redemption on July 15, 2008, at 106.25%;

        -- optional redemption at 106.25% until July 14, 2009;

        -- 102.50% until July 14, 2010; and

        -- 100% after July 14, 2010.

     The amended Senior Note Indenture would eliminate any
     requirement for filing of SEC reports, but would require
     the company to provide to investors and prospective
     investors SEC equivalent audited annual and unaudited
     quarterly financials, including MD&A and footnotes, and 8-K
     reportable events.

   * Consistent with the terms of the previously announced
     restructuring proposal, holders of Senior Subordinated
     Notes would receive, in exchange for their claims, new
     subordinated notes in the principal amount of US$150
     million, representing 50% of the principal amount of their
     claims, and shares of common stock representing 100% of the
     equity in the reorganized company (subject to reduction for
     common stock to be issued to holders of certain other
     claims).

     The New Subordinated Notes would mature five years and nine
     months after the effective date of the Plan and would bear
     interest payable annually at 135/8% per annum if paid in
     kind or 12% per annum if paid in cash, at the company's
     option, subject to satisfaction of a toggle covenant based
     on specified cash EBITDA and minimum liquidity thresholds.

   * In addition, the holders of Senior Subordinated Notes would
     receive non-detachable rights to participate in a US$90
     million rights offering of new senior subordinated notes.
     The Rights Offering Senior Subordinated Notes would rank
     senior to the New Subordinated Notes but otherwise have the
     same terms.

   * Holders of certain other claims against the company will be
     given the opportunity to participate in the rights
     offering, which, if exercised, would generate incremental
     proceeds beyond the US$90 million to be funded by electing
     Senior Subordinated Noteholders.

   * The company and its subsidiaries may reject selected leases
     and other contracts in the bankruptcy.

   * All existing equity would be cancelled for no
     consideration.

   * Effectiveness of the Plan is conditioned upon, among other
     things, the company having filed its Annual Report on Form
     10-K for the year ended Dec. 31, 2006.

A copy of the Restructuring Support Agreement will be included
as an exhibit to a Current Report on Form 8-K that the company
will file with the SEC.

Tennenbaum Capital Partners, LLC and Anschutz Investment
Company, through certain of their affiliates, and Goldman Sachs
& Co., who collectively hold more than 80% of the Senior
Subordinated Notes, have agreed in principle to subscribe for
their pro rata share of the Rights Offering Senior Subordinated
Notes and to purchase any Rights Offering Senior Subordinated
Notes not subscribed for by other holders of Senior Subordinated
Notes.  As a result of these backstop provisions, the company
will be assured of having US$90 million in additional cash
availability upon the effectiveness of the Plan.

Houlihan Lokey Howard & Zukin Capital acts as financial advisor
and Akin Gump Strauss Hauer & Feld, LLP is counsel to the Ad Hoc
Committee of Senior and Senior Subordinated Noteholders.

                   About Bally Total Fitness

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com/-- is
the largest and only United States-wide commercial operator of fitness
centers, with over 400 facilities located in 29 states, in Canada, the
United Kingdom, the Carribbean, Mexico and China.  Bally offers a unique
platform for distribution of a wide range of products and services
targeted to active, fitness-conscious adult consumers.

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

Additionally, Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate credit rating,
on CreditWatch with developing implications, where they were placed on
Dec. 2, 2005.


COOPER-STANDARD: S&P Affirms B Rating & Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate credit
rating on Cooper-Standard Automotive Inc. and revised the outlook to
positive from stable.  At the same time, S&P assigned a 'B+' bank loan
rating and '2' recovery rating to Cooper-Standard's proposed add-on of a
EUR65 million senior secured term loan due 2011.  The bank loan rating and
the recovery rating together indicate that lenders could expect
substantial (70%-90%) recovery of principal in the event of a payment
default.

"The outlook revision reflects the auto-supplier's improved operating and
financial performance and the potential to sustain these results and
enhance credit measures in the next two years," said Standard & Poor's
credit analyst Nancy C. Messer.

In 2006, the company improved gross margins and leverage relative to 2005,
despite challenging industry dynamics.  Furthermore, Cooper-Standard's
EBITDA margins have been less volatile that many of its peers in the auto
supplier group, and the company has generated positive free cash flow
since it became a stand-alone company.  The planned acquisition of
Metzeler Automotive Profile Systems (MAPS) is slightly de-leveraging since
it will be funded in part by an equity contribution from the sponsors and
the multiple of EBITDA being paid is a low 3.7x.  S&P believes the
acquisition will enhance Cooper-Standard's business position, since it
expands the company's geographic reach, improves the customer diversity,
and brings value-add technology.

Novi, Michigan-based Cooper-Standard makes fluid-handling systems,
body-and chassis sealing systems, and vibration control components and
systems for the global automotive light vehicle market.  Following the
MAPS acquisition, Cooper-Standard will have pro forma total balance sheet
debt of US$1.1 billion at March 31, 2007.  Privately held Cooper-Standard
is controlled by unrated GS Capital Partners 2000 and The Cypress Group
LLC.

While earnings and cash flow prospects have diminished with recent
production volume cuts and continuing margin pressures.  Cooper-Standard's
proven ability to generate free cash flow in a difficult market should
enable it to endure challenging automotive industry fundamentals.  The
ratings could be raised if Cooper-Standard is able to sustain EBITDA
expansion and generate sufficient cash flow to meaningfully and
permanently reduce debt in the next two years.  S&P could revise the
outlook to stable or negative if Cooper-Standard's free cash flow turns
meaningfully negative or if a worse-than-expected EBITDA shortfall
significantly depletes availability on the revolving credit facility.  An
outlook revision could also result if the
company's expansion into low-cost countries and its new business fail to
mitigate the negative effect of ongoing industry challenges.  The company
has very little debt capacity at the current rating for acquisitions, so
an outlook revision could also occur if the company undertakes another
material acquisition before it is able to integrate MAPS and reduce debt.

Headquartered in Novi, Michigan, Cooper-Standard Automotive,
Inc. -- http://cooper-standard.com/-- is a portfolio company of
The Cypress Group and Goldman Sachs Capital Partners.  It is a
leading global manufacturer of fluid handling systems (about 53%
of revenues); and body sealing, and noise, vibration, and
harshness control systems (about 47%) for automotive vehicles.
The company sells about 80% of its products directly to
automotive original equipment manufacturers.  Annual revenues
currently about US$2.2 billion.  It has Latin America operations
in Brazil and Mexico.


UNITED RENTALS: Inks US$6.6 Billion Merger Pact with Cerberus
-----------------------------------------------------------
United Rentals has signed a definitive merger agreement to be acquired by
affiliates of Cerberus Capital Management, L.P., in a transaction valued
at approximately US$6.6 billion, including the assumption of approximately
US$2.6 billion in debt obligations.

Under the terms of the agreement, United Rentals stockholders will receive
US$34.50 in cash for each share of United Rentals common stock that they
hold.  The purchase price per share represents a 25% premium over United
Rentals' closing share price of US$27.55 prior to the company's
announcement on April 10, 2007 that it had commenced a process to explore
a broad range of strategic alternatives.

Bradley S. Jacobs, chairman of United Rentals, said, "We're pleased that
our strategic alternatives process has resulted in this favorable
agreement for our shareholders.  This transaction is a credit to the
thousands of United Rentals employees who have created unmatched value in
our industry.  A decade ago we started United Rentals with little more
than a concept and achieved industry leadership in just 13 months.  Today
we remain the preeminent equipment rental company in the world."

Michael J. Kneeland, chief executive officer of United Rentals, said, "We
will continue to focus intensely on customer service and employee
satisfaction. Cerberus is a firm that shares our deep respect for
operational excellence.  They have an impressive track record of investing
in industry leaders and working constructively with management teams to
accelerate profitability and growth."

The board of directors of United Rentals has approved the merger agreement
and has recommended the approval of the transaction by United Rentals
stockholders.

Completion of the transaction is subject to customary closing conditions,
including approval of the transaction by United Rentals' stockholders and
regulatory review. Stockholders will be asked to vote on the proposed
transaction at a special meeting that will be held on a date to be
announced.  Holders of the company's preferred stock, including affiliates
of Apollo Management, L.P., which represent approximately 18% of the
voting power of the capital stock of United Rentals, have agreed to vote
their shares in favor of the merger.

Under the agreement, United Rentals may continue to solicit proposals for
alternative transactions from third parties for a period of 30 business
days continuing through August 31, 2007. There can be no assurances that
this solicitation will result in an alternative transaction.  United
Rentals does not intend to disclose developments with respect to this
solicitation process unless and until its board of directors has made a
decision regarding any alternative proposals that may be made.

UBS Investment Bank acted as financial advisor to United Rentals in
connection with the strategic review process and the transaction. Simpson
Thacher & Bartlett LLP acted as legal advisor to United Rentals.
Lowenstein Sandler PC, and Schulte, Roth & Zabel acted as legal advisor to
Cerberus.  Bank of America, Credit Suisse, Morgan Stanley and Lehman
Brothers have committed to provide debt financing.

                About Cerberus Capital Management

Established in 1992, Cerberus Capital Management, L.P. --
http://www.cerberuscapital.com/-- is one of the world's leading private
investment firms, with approximately US$25 billion under management in
funds and accounts.  Through its team of more than 275 investment and
operations professionals, Cerberus specializes in providing both financial
resources and operational expertise to help transform undervalued
companies into industry leaders for long-term success and value creation.
Cerberus is headquartered in New York City, with affiliate and/or advisory
offices in Atlanta, Chicago, Los Angeles, London, Baarn, Frankfurt, Tokyo,
Osaka and Taipei.

                      About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with an
integrated network of over 690 rental locations in 48 states, 10 Canadian
provinces and Mexico.  The company's more than 12,000 employees serve
construction and industrial customers, utilities, municipalities,
homeowners and others.  The company offers for rent over 20,000 classes of
rental equipment with a total original cost of US$4.0 billion.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and the
Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United Rentals
Inc.'s corporate credit, on CreditWatch with developing implications after
the company's announced that it is exploring strategic alternatives, which
could include the sale of  the company.


UNITED RENTALS: Shares Up on Cerberus Merger Agreement
------------------------------------------------------
United Rentals Inc.'s shares went up Monday after the disclosure that it
was selling itself to Cerberus Capital Management, L.P., for US$34.50 per
share, Forbes reports citing the Associated Press.  The total value of the
transaction is approximately US$6.6 billion, which includes the assumption
of approximately US$2.6 billion in debt obligations.

The company's shares upped 2% to US$33.01 at morning trading, the report
relates.

                     About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with an
integrated network of over 690 rental locations in 48 states, 10 Canadian
provinces and Mexico.  The company's more than 12,000 employees serve
construction and industrial customers, utilities, municipalities,
homeowners and others.  The company offers for rent over 20,000 classes of
rental equipment with a total original cost of US$4.0 billion.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and the
Russell 2000 Index(R).

                        *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United Rentals
Inc.'s corporate credit, on CreditWatch with developing implications after
the company's announced that it is exploringstrategic alternatives, which
could include the sale of  the company.


UNITED RENTALS: Fitch Keeps BB- Rating on NegWatch Due to Sale
--------------------------------------------------------------
Fitch Ratings is maintaining its Rating Watch Negative on United Rentals
Inc. (NYSE: URI) following the announcement that it has signed a
definitive merger agreement to be acquired by affiliates of Cerberus
Capital Management, L.P., in a transaction valued at approximately US$6.6
billion.  The agreement does provide URI with the opportunity to solicit
bids from additional parties until Aug. 31, 2007.

On April 10, 2007 Fitch placed ratings of URI and United Rentals North
America, Inc., on Rating Watch Negative after the company's board of
directors approved exploring strategic options, which included a potential
sale.  At that time, Fitch believed that completing a sale without
negatively affecting URI's financial profile would be difficult and likely
result in a ratings downgrade.  As this scenario is expected to play out,
Fitch will likely downgrade URI's long-term Issuer Default Rating by at
least one notch to the 'B' category.

A downgrade by more than one notch and the relative notching between
classes of debt, will consider the degree of incremental leverage, the
amount of secured debt employed and the nature and volume of unencumbered
assets that remain available to unsecured creditors.  URI's senior secured
and subordinated ratings will be notched relative to the company's IDR
based on Fitch's assessment of expected recovery levels for each class of
creditor. Although it is possible that a competing bid from a higher rated
entity may emerge, Fitch believes that such an outcome is unlikely.

Fitch maintains these ratings on rating watch negative:

United Rentals, Inc (URI)

   -- Long Term Issuer Default Rating (IDR): 'BB-'.

United Rentals (North America), Inc. (URNA)

   -- Long Term Issuer Default Rating (IDR): 'BB-';
   -- Senior Secured: 'BB';
   -- Senior Unsecured: 'BB-';
   -- Subordinated Debt: 'B'.

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company, with an
integrated network of more than 760 rental locations in 48 states, 10
Canadian provinces, and Mexico.  The company's 13,900 employees serve
construction and industrial customers, utilities, municipalities,
homeowners and others.  The company offers for rent over 20,000 classes of
rental equipment.  United Rentals is a member of the Standard & Poor's
MidCap 400 Index and the Russell 2000 Index(R).


WERNER LADDER: Committee Wants Ch. 11 Cases Converted to Ch. 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE) Inc. aka Werner Ladder Company
and its debtor-affiliates asks the U.S. Bankruptcy Court for the District
of Delaware to convert the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code.

The Creditors Committee believes that there are insufficient
assets in the Debtors' estate to confirm a Chapter 11 plan within a
reasonable time, in that:

   (i) the US$750,000 wind-down budget, which New Werner Holding
       Co. (DE), LLC, agreed to pay as an assumed liability
       under the Asset Purchase Agreement to fund certain
       invoiced expenses, is insufficient to pay the wind-down
       expenses of the Debtors' estates; and

  (ii) there is no funding to pay other administrative expense
       and priority claims during plan confirmation.

The Creditors Committee further believes that converting the
Debtors' cases to Chapter 7, rather than dismissing the cases, is in the
best interests of the general unsecured creditors because a Chapter 7
trustee may promptly begin liquidating the remaining assets pursuant to
the Court-approved stipulation among the Committee; Levine Leichtman
Capital Partners III, L.P., together with Milk Street Investors LLC; and
other major parties-in-interest.

Under the Stipulation, the Committee agreed to conditionally
withdraw its objection to the Debtors' request to sell
substantially all of their assets in exchange for certain funding
obligations and agreements of the other parties, as well as New Werner,
that would pay the expenses to wind down the estates and pursue causes of
action.  The Sale proceeds would be shared with the general unsecured
creditors.

The Stipulation provides, among other things, that Levine
Leichtman will:

   (1) advance (a) roughly US$1,900,000 to fund the expenses
       associated with pursuing the estates' causes of action
       that were not sold to New Werner, and (b) up to an
       additional US$250,000 for the costs of administering the
       Debtors' assets other than the causes of action; in
       exchange, Levine Leichtman has the right to act as, or
       appoint, a designee of the Debtors' estates to pursue
       and liquidated the causes of action;

   (2) hold an allowed superpriority claim under Section 507
       of the Bankruptcy Code in an approximate amount of
       US$97,000,000; and

   (3) share a percentage of the recoveries on account of its
       Section 507(b) Claim with the unsecured creditors.

The Wind-Down Budget was also negotiated by the Debtors and the
Committee pursuant to the Stipulation.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, told the Court that those rights and
protections were critical to the Committee's agreement to
withdraw its Sale objection and to allow New Werner to acquire
the Debtors' businesses, as a going concern, outside of a
Chapter 11 plan.

As of the closing of the Debtors' asset sale on June 8, 2007, Ms. Counihan
related, the Debtors have not conducted any business operations.  She said
the Debtors' directors have resigned, and on June 15, Charles A.
Stanziale, Jr., was appointed as interim director of the Debtors.

Moreover, in accordance with the Stipulation, Levine Leichtman
and Committee selected Mr. Stanziale to serve as the liquidation
trustee under the Committee's proposed liquidating plan.

The Committee stated that the liquidation trustee would perform
many of the same duties required of a Chapter 7 trustee if the
Debtors' Chapter 11 cases are converted.

                 Difficulties with Plan Effort

In accordance with the Stipulation, the Committee filed a
Liquidating Plan and an accompanying disclosure statement as
reported in the Troubled Company Reporter on June 29, 2007.

In light of the filing of its Conversion Motion, the Committee is
continuing the Disclosure Statement hearing, currently scheduled for July
24 at 10:00 a.m., to August 23 at 2:00 p.m.

The Plan provides that, once effective, the causes of action and
other assets excluded from the Sale will be transferred to a
liquidation trust.  The primary beneficiaries under the proposed
liquidation trust are Levine Leichtman and the general unsecured
creditors.

The Plan further provides that, with certain exceptions, all
administrative expense and priority claims will be paid in full
at confirmation.  Ms. Counihan stated that the Plan was based on
the assumptions that:

   * the only administrative expenses would be the wind-down
     expenses of the Debtors' estates that were provided for
     in the Wind-Down Budget; and

   * there were no administrative and priority claims remaining
     from the pre-Sale period.

However, those assumptions turned out to be untrue, Ms.
Counihan revealed.

Based on the Committee's recent budget analysis, Ms. Counihan
explained, there is a shortfall in the Wind-Down Budget of
approximately US$450,000 and other unfunded administrative expense and
priority claims totaling well in excess of US$75,000,000.

Without any additional funding to the Debtors' estates, the
Committee believes that it will be unable to confirm the Plan in
its current form, or any other Chapter 11 plan within a
reasonable period of time.

A full-text copy of the Committee's Budget Analysis is available
for free at http://ResearchArchives.com/t/s?21b3

              Stipulation & New Werner Funding
             Will Remain Effective in Chapter 7

Ms. Counihan stated that while the Stipulation contains
provisions contemplating a confirmed plan, the effectives of the
Stipulation is not contingent upon plan confirmation.  She noted
that the parties expressly agreed that the Stipulation would
remain binding and fully enforceable upon the Chapter 7
conversion.

Therefore, Ms. Counihan said, Levine Leichtman will still be
required to share its recoveries on account of the Section 507(b)Claim and
provide the full amount of the LLCP Funding to the Chapter 7 estates,
notwithstanding the conversion of the Debtors' cases to Chapter 7.
Moreover, the Stipulation will be binding upon the Chapter 7 trustee if
the Debtors' cases are converted.

Ms. Counihan added that as an assumed liability under the Asset
Purchase Agreement, the Chapter 7 conversion will have no impact
on New Werner's obligation to pay the wind-down expenses of the
Debtors' estates up to US$750,000.

The Committee wants the Court to confirm that all rights and
protections provided to the panel, the Debtors' estates, Levine
Leichtman and the general unsecured creditors, including the
right to share in recoveries from the Section 507(b) Claim;
Levine's obligation to provide the LLCP Funding; Levine's right
to appoint the Litigation Designee; and New Werner's obligations
to pay up to US$750,000 in wind-down expenses of the Debtors'
estates, will remain fully binding and enforceable following the
Chapter 7 Conversion.

         Chap. 7 Conversion is Appropriate & Necessary

Ms. Counihan told the Court that, given the continuing loss of
value of the Debtors' assets and the build-up of administrative
expenses -- roughly US$200,000 per month in professional fees and retiree
costs alone -- there is a continuing and substantial loss to, and
diminution of, the Debtors' estates within the meaning of Section
1112(b)(4).

Ms. Counihan added that there is no reasonable likelihood of
rehabilitation of the Debtors' cases.

As a result of the sale and the Debtors' continued deteriorating
financial situation, coupled with the ongoing accrual of
administrative expenses, the only viable option remaining is to
liquidate the Debtors' assets under Chapter 7, Ms. Counihan said.

If the Debtors' cases are converted to a Chapter 7 proceeding,
the Committee supports the appointment of Mr. Stanziale as the
Chapter 7 trustee for the Debtors' estates because of his
familiarity with the Debtors' cases and his current experience as a
Chapter 7 trustee in three cases pending in the District of
Delaware.

                   About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed for
chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578).
The company has operations in Mexico.

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial advisor.
At March 31, 2006, the Debtors reported total assets ofUS$201,042,000 and
total debts of US$473,447,000.  (Werner Ladder Bankruptcy News, Issue No.
34; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or
(215/945-7000).


WERNER LADDER: Rothschild Objects to Panel’ Disclosure Statement
----------------------------------------------------------------
Rothschild Inc. and the Union Central Life Insurance Company and
Grand Central Asset Trust, PNT Series, ask the U.S. Bankruptcy Court for
the District of Delaware to deny the approval of the Official Committee of
Unsecured Creditors' Disclosure Statement and solicitation procedures with
respect to the Liquidating Plan filed in Werner Holding Co. (DE) Inc., aka
Werner Ladder Co., and its debtor-affiliates’ Chapter 11 cases.

Rothschild contends that the Committee Plan is patently
unconfirmable because it failed to satisfy Section 1129(a)(9) of
the Bankruptcy Code, which requires that Rothschild's fees for
services rendered to the Debtors during the pendency of their
Chapter 11 cases be paid in full, in cash, on the Plan's
effective date.

In contrast, the Plan would impermissibly force Rothschild to
accept a speculative and contingent recovery on a portion of its
fees from a litigation trust that would improperly subordinate
Rothschild's claim, David J. Baldwin, Esq., at Potter Anderson &
Corroon LLP, in Wilmington, Delaware, states on Rothschild's
behalf.

In light of the Plan's patent unconfirmability, it would be a
waste of the Debtors' meager resources to solicit votes on the
plan, and doing so would not be in the best interests of the Debtors,
their creditors and all parties in interest, Mr. Baldwin tells Judge
Carey.

Judicial economy also does not favor soliciting votes on a plan
of reorganization that is unconfirmable on its face, Mr. Baldwin
maintains.

In a separate filing, Union Central and Grand Central, as second
lien holders in the Debtors' asset under a second lien credit
facility, states that during the Debtors' Chapter 11 cases, an
ad-hoc committee of second lien holders was formed to represent
holders of second liens in the Debtors' assets.

The members of the ad-hoc committee have second liens that are
materially the same as second lien claims of Union Central and
Grand Central, Christopher A. Ward, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, states
on the lien holder's behalf.

However, Mr. Ward says, not all second lien claim holders are
being treated equally pursuant to the Plan.

The treatment of Union Centrala(TM)s and Grand Centrala(TM) second lien
super-priority claims are not consistent with the provisions of the
Bankruptcy Code, as claims within the same class will not betreated
consistently under the Plan, Mr. Ward contends.

Specifically, Mr. Ward asserts, the Disclosure Statement is
devoid of any mention of second lien claims other than Levine
Leichtman Capital Partners III, L.P.'s second lien claim, which
arose from the same loan documents and same set of circumstances
as Union Central's and Grand Central's second lien super-priority claims.

Mr. Ward states that neither the Disclosure Statement nor the
Plan recognizes the Union Central and Grand Central second lien
superpriority claims as allowed super-priority claims pursuant to Section
507(b) of the Bankruptcy Code.

Union Central and Grand Central seek that the Disclosure
Statement should affirmatively state that they are the holders of allowed
super-priority claims pursuant to Section 507.

Accordingly, Union Central and Grand Central want the Disclosure
Statement revised, at a minimum, to (i) reflect the existence and priority
of those second lien super-priority claims, and their treatment under the
Plan, and (ii) include references to the allowance and amounts of the
Union Central, Grand Central and other second lien super-priority claims
that are not part of the LLCP Second Lien Claim.

That reference is required for the Disclosure Statement to
satisfy the adequate information requirements of Section 1125,
Mr. Ward emphasizes.

In light of the filing of its request to convert the Debtors'
Chapter 11 cases to a case under Chapter 7, the Committee is
continuing the Disclosure Statement hearing, currently scheduled
for July 24,2007, at 10:00 a.m., to August 23 at 2:00 p.m.

                   About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed for
chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial advisor.
At March 31, 2006, the Debtors reported total assets of US$201,042,000 and
total debts of US$473,447,000.  On June 19, 2007, the Creditors Committee
submitted their own chapter 11 plan and disclosure statement explaining
that plan.  The hearing to consider the adequacy of the Panel’s Disclosure
Statement is scheduled.  (Werner Ladder Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or
(215/945-7000).




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


FORD MOTOR: TPG Capital, Others Bid for Jaguar & Land Rover
-----------------------------------------------------------
Private-equity firm TPG Capital, in a surprise move, has submitted a
proposal to purchase Jaguar and Land Rover, which Ford Motor Company is
selling, The Financial Times reports.

The carmaker has confirmed that a number of firms have come forward with
various offers.  Ford is currently evaluating the level of interest in the
two marques although it has declined to disclose more details on the
potential bidders or the timeline for any sale, Reuters states.

"We're not ruling anything in or anything out in terms of options for
Jaguar and Land Rover," said John Gardiner, a Ford spokesman in London,
the New York Times notes.  He added that the whole process was in a "very
preliminary" stage and that "no final decisions have been made."

The TCR-Europe reported on July 20, 2007, that Ford was expected to
receive six indicative bids for Jaguar and Land Rover from interested
parties that include Cerberus Capital Management, Ripplewood Holdings and
One Equity Partners.  Indian carmaker Tata Motors was believed to be in
the early stages of evaluating a bid for Jaguar and Land Rover.  FT
observes that Tata Motors seems to be the most likely contender for the
assets.

The potential bidders have not been given detailed information about
Jaguar and Land Rover, the Times relates, citing a person taking part in
the process as its source.  Ford may reveal the final list of bidders this
week, after which, the finalists may be given tours of the companies'
operations and the opportunity to interview senior management.  Once the
group is narrowed, Ford would like to move quickly in choosing the winning
bidder, the Times reports, quoting the same source.

                     About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in 200
markets across six continents.  With about 260,000 employees and about 100
plants worldwide, the company's core and affiliated automotive brands
include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin,
and Mazda.  The company provides financial services through Ford Motor
Credit Company.

The company has operations in Japan in the Asia Pacific region.  In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various Latin
American countries: Argentina, Belize, Bolivia, Brazil, Chile, Colombia,
Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Ecuador,
and Venezuela.

                        *     *     *

To date, Ford Motor Company still carries Standard & Poor's Ratings
Services 'B' long-term foreign and local issuer credit ratings and
negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and senior
unsecured debt ratings and negative ratings outlook.




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


* PERU: S&P Revises Ratings' Outlook to Positive from Stable
------------------------------------------------------------
Standard & Poor's Ratings revised its outlooks on its 'BB+' long-term
foreign and 'BBB-' long-term local currency sovereign credit ratings on
the Republic of Peru to positive from stable. Standard & Poor's also
affirmed its 'B' short-term foreign and 'A-3' short-term local currency
sovereign credit ratings on the republic.

According to Standard & Poor's credit analyst Sebastian Briozzo, the
positive outlook stems from two factors.  "First, strong economic growth
prospects from rising investment will continue to strengthen Peru's
macroeconomic framework over the medium term and make it less vulnerable
to both terms-of-trade shocks and political instability," said Mr.
Briozzo.  He explained that more diversified sources of growth, including
strong domestic
demand, will provide policymakers more room to maneuver to address the
country's pressing social needs.  While social conflict remains, high
expected GDP growth matched with stronger employment dynamism and greater
social expenditure will attenuate social problems contributing to the
political sustainability of the current economic approach. Standard &
Poor's expects real GDP to grow by an average 6.3% between 2007 and 2010.

"Second, adept debt management (as illustrated by the government's
issuance of 30-year, fixed-rate Peruvian-soles-denominated debt as part of
the repayment of US$1.75 billion to its bilateral creditors in July 2007)
is reducing the vulnerability of the government's debt trajectory to
adverse
foreign exchange movements," added Mr. Briozzo.  "Net general government
debt to GDP is projected to fall to 22% at year-end 2007 from 32% two
years earlier.  Standard & Poor's expects the level of local currency debt
to total debt to continue to increase substantially over the medium term
from the current level of 29%," he said.

Peru's weak political environment and social indicators, however, continue
to weigh significantly on the sovereign ratings.  Mr. Briozzo said that
structural factors explain the emergence of more radical movements, which
resulted in candidate Ollanta Humala winning the first round of the 2006
presidential elections, and that these factors still remain in place.
While social conflict is expected to continue, there is increasing
awareness among Peru's political and economic leadership of the urgency of
promoting effective social spending, and Peru's high growth will help the
government meet these needs without significant deficit spending.

The positive outlook is therefore based upon Peru's strengthening
economic, fiscal, and external indicators, despite the fragility of the
country's social and political environment. "As these indicators converge
with the 'BBB' median, Standard & Poor's expects the government to have
additional room to maneuver to deal with potential risk, whether emanating
from the political sector or from a deterioration in terms of trade,"
noted Mr. Briozzo. "Should the current forecast materialize, including the
expected effectiveness in government social spending, Peru's foreign
currency rating could be raised to investment grade over the next two
years.  On the contrary, deterioration in governability that increases the
risk of policy reversals could lead to the outlook being revised back to
stable," he concluded.




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


DORAL: Stock Sale Cues S&P to Remove B Rating from Dev. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' counterparty credit
rating on Doral Financial Corp. has been removed from CreditWatch
Developing, where it was placed on April 30, 2007.  Subsequently, the
rating was placed on CreditWatch Positive.

The rating action follows Doral's announcements that it has sold its
common stock to Doral Holdings Delaware LLC, a newly formed entity, and
repaid in full US$625 million in senior notes, which mature today.  Doral
Holdings Delaware LLC's investors include Bear Stearns Merchant Banking
and other institutional investors.  Furthermore, S&P expect Doral to
transfer its portfolio of mortgage servicing rights to Doral Bank Puerto
Rico, which has received regulatory approval and a dividend of at least
US$150 million from its principal banking subsidiary.  S&P also expect
Doral to realize additional funds from its sale of 11 New York City
branches, which regulators approved, and S&P expect it to close in late
July.  With the recapitalization now complete, S&P expect Doral to
finalize shortly its agreement to settle all claims in the consolidated
securities class action and shareholder derivatives litigation, which has
received final court approval.  In fourth-quarter 2006, Doral had
established a litigation reserve of US$95 million for these pending
claims.

"We think the expected recapitalization resolves the company's near-term
liquidity issues and improves its capital position," said Standard &
Poor's credit analyst Robert Hansen.  "Furthermore, we expect the
recapitalization to have a positive effect on the company's reputation
among both depositors and investors, which we believe has been tarnished
by the ongoing accounting and liquidity issues.  However, although we view
the recapitalization positively, we remain concerned about Doral's weak
profitability, the challenging economic environment in Puerto Rico, and
weakening credit quality," added Mr. Hansen.  Also, Doral continues to
operate under a variety of consent orders and memorandums of understanding
with its primary regulators, the Federal Reserve, the FDIC, and the Office
of the Commissioner.

The CreditWatch placement reflects S&P's expectation that management will
become more focused on executing its business strategy following its
recapitalization.  In assessing the potential for an upgrade, S&P will
access details of the recapitalization plan, management's business
strategy, the final resolution of various accounting issues, and the
company's ability to return to profitability in the near term, amid
difficult industry conditions.  S&P expect to resolve the CreditWatch
within 90 days and expect the counterparty credit rating to raise no more
than two notches to 'BB-'.

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.


MUSICLAND HOLDING: Posts US$138,000 Net Loss in May 2007
-----------------------------------------------------

                      Musicland Holding Corp.
                     Consolidated Balance Sheet
                         As of May 31, 2007

ASSETS
Current Assets
  Cash                                            US$11,729,000
  Letters of Credit/Other Deposits                    415,000
  Other
     Amounts due from TransWorld                    1,300,000
     Receivables from Sub-leases                      774,000
     Amounts due from GOB sales                             -
     Miscellaneous CC                                  29,000
     Vendors Credit due from services               1,541,000
                                                -------------
     Total                                         15,788,000

Fixed Assets                                                0
Other assets
  Transport Logistic deposit                                -
  Insurance Deposits                                3,977,000
  Utility and Tax Deposits                                  -
                                                -------------
     TOTAL ASSETS                                 US$19,765,000

Liabilities & Shareholders' deficit
Current liabilities
  Accounts payable
     Due to Transworld                                     US$0
     Due to Deluxe                                          0
     Expense accruals                               2,840,000
  Other accrued liabilities
     Logistic Accrual                                       -
     Deferred Income                                        -
     Insurance Reserve                              3,380,000
     Accrued Payroll & Employee Benefits:
        Accrued Vacation                                    -
        Accrued Severance                                   -
        Accrued Employer Payroll Taxes                      -
        Accrued Benefits                                    -
     Sales Tax                                              -
     5% Admin. Fee on Wachovia L/C                    250,000
     FY06 Tax Return & Employee Benefit
        Audit Services                                      -
     Payroll/W2 & 1099 System                               -
     Miscellaneous                                     29,000
  Gift Card liabilities                                     0
                                                -------------
     Total                                          3,659,000
                                                -------------

DIP financing                                               0
Other LT Liabilities                                        0
Liabilities subject to compromise                 315,047,000
Shareholders' deficit                            (301,781,000)
                                                -------------
     TOTAL LIABILITIES &
     SHAREHOLDERS' DEFICIT                        US$19,765,000

                      Musicland Holding Corp.
                      Statement of Operations
                   For the Month Ended May 31, 2007

Merchandise revenue                                         -
Non-merchandise revenue                                     -

  Net sales                                                 -

Cost of good sold                                           -

  Gross Profit                                              -

Store operating expenses
  Payroll                                                   -
  Occupancy                                                 -
  Other                                                US$2,000
                                                  -------------
     Store expenses                                         0
                                                  -------------
General & administrative                                2,000
                                                  -------------
EBITDA (Loss)                                           2,000

  Hilco 340 Store GOB                                       -
  Chapter 11 & related charges                       (200,000)
  Sale to Transworld                                        0
  Hilco 65                                                  0
  Media Play Wind down                                      0
  Depreciation & Amortization                               0
                                                 -------------
     Operating income (Loss)                         (198,000)

  Interest income (expense)                            46,000
  Other non-operating charges                          14,000
                                                 -------------
     Earnings before Taxes                           (138,000)
                                                 -------------
  Income tax                                                0
                                                  -------------
     Net earnings (Loss)                            (US$138,000)

                      Musicland Holding Corp.
                      Statements of Cash Flow
                   For the Month Ended May 31, 2007

Operating activities
  Net earnings (Loss)                               (US$138,000)
  Adjustments to reconcile net earnings (loss)
     to net cash provided by (used in)
     operating activities:
        Loss on utility deposits write off

  Changes in operating assets & liabilities:
     Inventory                                              -
     Other current assets                              59,000
     Other Non-current Assets                               -
     Accounts payable                                       -
     Other accrued liabilities                              -
                                                            -
     Liabilities subject to compromise                      -
                                                -------------
  Net cash provided by (used in)
     operating activities                             (79,000)
                                                -------------

Investing activities
  Change in other long term asset/liabilities               -
  Retirement of fixed assets                                -
     Net cash                                               -

Financing activities
  Distribution to Secured Creditors                         -
                                                -------------
Increase/decrease in cash                             (79,000)
                                                -------------
  Cash at the beginning of Period                  11,808,000
                                                -------------
  Cash at the end of Period                       US$11,729,000


Headquartered in New York City, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products in the United States, Puerto Rico and the Virgin Islands.  The
Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed US$20,121,000 in total assets and US$321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation with
the Court.  On Sept. 14, 2006, they filed an amended Plan and a Second
Amended Plan on Oct. 13, 2006.  The Court approved the adequacy of the
Amended Disclosure Statement on Oct. 13, 2006.  (Musicland Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).




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


AES CORP: Finalizes Joint Dev't & Equipment Pact with Altair
------------------------------------------------------------
The AES Corporation has finalized a joint development and equipment
purchase agreement related to Altairnano’s battery technology and energy
storage products with Altair Nanotechnologies Inc.

Earlier this year, AES completed a US$3-million strategic investment in
Altairnano.

Under the terms of the deal, Altairnano and AES will jointly develop a
suite of energy storage solutions specifically for AES.  These energy
storage products are expected to deliver in excess of one megawatt of
power and 500-kilowatt hours of energy.  Altairnano is working with AES to
apply these products and systems at strategic points within the electrical
grid to more efficiently deal with congestion, peak energy consumption,
and real-time fluctuations in electricity demand.  The quick response
time, extended life, and power profile of the Altairnano batteries and
energy storage products are well suited to improving performance in these
areas with lower environmental impact than traditional generation
solutions.

Delivery to AES of the prototype Altairnano energy storage products is
scheduled for the end of the year.

"This agreement demonstrates the unique product performance of
Altairnano’s technology to improve the operation of the electrical grid,
one of the most critical infrastructures in the world," said Altairnano
President and Chief Executive Officer Alan J. Gotcher, PhD.  "We are very
proud to work with the AES Corporation in these market applications and we
look forward to jointly creating solutions for their businesses around the
globe."

                 About Altair Nanotechnologies

Altairnano -- http://www.altairnano.com-- is an innovator and supplier of
advanced novel, ceramic nanomaterials.  A seasoned management team
complements Altairnano's leading edge scientists, with substantial
experience in commercializing innovative, disruptive technologies.  The
company has developed nanomaterials for the alternative energy, life
sciences and performance materials markets based on its proprietary
manufacturing process.  This process also provides the foundation for its
innovative AHP pigment process.  Altairnano is a manufacturer of advanced
battery pack systems which are used in stationary power applications and
electric and hybrid-electric vehicles.

                   About The AES Corporation

AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela.  Fuels include biomass, diesel, coal, gas and
hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.

                        *     *     *

In Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation in connection with
the implementation of its new Probability-of-Default and Loss-
given-default rating methodology.  Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-
default ratings on the company's loans and bond debt obligations
including the B1 rating on its senior unsecured notes 7.75% due
2014, which was also given an LGD4 loss-given default rating,
suggesting noteholders will experience a 55% loss in the event
of a default.


                         ***********


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 de los 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
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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
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           * * * End of Transmission * * *