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 Thursday, April 10, 2008, Vol. 9, No. 71 Headlines A N T I G U A & B A R B U D A AMERICAN AIRLINES: Adds Miami-Antigua Non-Stop Flight Schedule A R G E N T I N A ACELSUD ACEROS: Proofs of Claim Verification Deadline is May 9 AL-DIST SRL: Proofs of Claim Verification Deadline is May 21 ALITALIA SPA: Air France-KLM May Resume Talks AMERICAN AIRLINES: Cancels Flights for Fed. Aviation Inspection AUTOMOTORES SAN TELMO: Claims Verification Deadline is June 3 CLINICA MARIANO: Proofs of Claim Verification is Until Aug. 4 DELTA AIR: BNY Says 1982 Indenture Not a "True Lease" DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims ENVASADORA DEL OESTE: Claims Verification Deadline is June 19 FARMA SISTEM: Proofs of Claim Verification Deadline is May 9 FINCA MARILIA: Files for Reorganization in Buenos Aires Court FORD MOTOR: Plastech Can Get Funding from Lender Consortium FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams FORD MOTOR: Details 2007 Executive Compensation GMAC LLC: Buys US$1.2 Billion of Residential Capital's Debt GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15 GUACAMOLE COMPANY: Proofs of Claim Verification is Until June 6 ITALPANAL SA: Buenos Aires Court Concludes Reorganization MUNDO CARTOGRAFICO: Trustee to Verify Claims Until June 25 OR MAZAL: Files for Reorganization in Buenos Aires Court ROSAC SA: Files for Reorganization in Buenos Aires Court TELECOM ARGENTINA: Intends to Pay 26.4% of Remaining Notes WR GRACE: Inks US$250MM Deal to Settle Asbestos-Related Claims WR GRACE: MassDEP et al. Mulls Liability Transfer Agreement WR GRACE: BoA's DIP Financing Decreased to US$165 Million * ARGENTINA: Meeting With France May Help Paris Club Debt Talks B E R M U D A SECURITY CAPITAL: Receives NYSE Notice of Non-Compliance B R A Z I L ABITIBIBOWATER INC: Unit's Exchange Offer for 3 Notes Ends ABITIBIBOWATER INC: Bowater Unit Amends Credit Agreements AMAZONIA CELLULAR: S&P Lifts Foreign Currency Credit Rtng to BB+ ASPEN TECH: ATF II Completes Payments to Key Bank Facility ATARI INC: Curtis Solsvig Resigns as Chief Restructuring Officer BANCO ITAU: Buys Back 14.1MM Preferred Shares for BRL41.05 Each BANCO ITAU: Increases Stake in Banco BPI to 18.8% BANCO NACIONAL: Okays BRL35.3 Billion Energy Projects Financing BRASKEM SA: Will Pay BRL278 Million in Dividends to Shareholders CA INC: Cuts 2,800 Jobs in Expanded 2007 Restructuring Plan CONSTRUTORA NORBERTO: S&P Holds Corporate Credit Rating at BB DELPHI CORP: Court Extends Indemnification Agreement with GM DELPHI CORP: Court Extends Time on IRS Pension Funding Waivers ENERGIAS DO BRASIL: Holds Conference on Enersul's Tariff Review GENERAL MOTORS: Plastech Can Get Funding from Lender Consortium GENERAL MOTORS: Court Extends Indemnification Pact with Delphi GENERAL MOTORS: Deutsche Bank Keeps Hold Rating on Firm's Shares GRAPHIC PACKAGING: Fitch Junks Rating on Sr. Subordinated Notes ODEBRECHT FINANCE: S&P Assigns BB Rating on US$200 Million Notes RHODIA SA: S&P Ups Long-Term Corporate Credit Rating to BB TAM SA: Inaugurates Exclusive VIP Lounge at Sao Paulo Airport TELEMIG CELLULAR: S&P Raises Rating on Five-Year Notes to BB+ TELEMIG CELULAR: Vivo Offers for Up to One-Third of Firm TELE NORTE: Controller to Issue BRL1.61BB Non-Convertible Bonds TELE NORTE: Deutsche Bank Downgrades Firm to Hold from Buy XERIUM TECHNOLOGIES: Obtains Default Waiver Until May 31 C A Y M A N I S L A N D S BASIS YIELD: Stops Plea for US Court Protection From Creditors BLACK BEAR: Proofs of Claim Filing Deadline is April 16 BOMBAY CO: Wants to Hire A.S.K. Financial as Special Counsel CL ASSETS: Proofs of Claim Filing is Until April 17 KINGSWAY PROPERTY: Proofs of Claim Filing Deadline is April 17 MORLEY BALANCED: Sets Final Shareholders Meeting for April 17 SKK HOLDING: Proofs of Claim Filing Deadline is April 16 C H I L E COUER D'ALENE: Cerro Bayo Mine Upgrades Electrical Systems FREEPORT-MCMORAN: Strong Liquidity Cues Fitch to Lift Ratings C O S T A R I C A EXIDE TECH: Board Appoints Lou Martinez as Corporate Controller D O M I N I C A N R E P U B L I C TRICOM SA: Court Adjourns Confirmation Hearing to August 6 G U A T E M A L A BRITISH AIRWAYS: BALPA Demands Management Change Over T5 Chaos M E X I C O ADVANCED MICRO: Expects 15% Decrease in First Quarter Revenues CASA DE CAMBIO: Wants to Hire Luis V. Echeverria as Consultant CHALCO (MEXICO): Moody's Withdraws B1 Rating for Business Reason CHRYSLER LLC: Mexico Unit Sales Increase in 2008 First Quarter CLEAR CHANNEL: Trial on Case Over Sale Set May; Banks Countersue COREL CORP: Randall Eisenbach Resigns as EVP of Operations DURA: Wants Court Nod on Atwood Capital Adjustment Pact LA BARCA: Moody's Withdraws B1 Curr. Rating for Business Reasons PRIDE INT'L: Redeems US$300 Million of 3.25% Senior Notes SANLUIS CORP: Rep Uno Extends Expiration Date of Tender Offer N I C A R A G U A INFINITY ENERGY: Receives Deficiency Notice From NASDAQ P E R U GRAN TIERRA: American Stock Exchange Lists Common Stocks P U E R T O R I C O W HOLDING: NYSE Will Give Firm Six Months to File 10-K Form V E N E Z U E L A CHRYSLER LLC: Outsources IT Management Department CHRYSLER LLC: Plastech Can Get Funding from Lender Consortium HARVEST NATURAL: CEO To Present at Louisiana Energy Conference INTERPUBLIC GROUP: Fitch Lifts ID Rating to BB+ from BB- PETROLEOS DE VENEZUELA: Will Explore Oil & NatGas with ONGC - - - - - =============================== A N T I G U A & B A R B U D A =============================== AMERICAN AIRLINES: Adds Miami-Antigua Non-Stop Flight Schedule -------------------------------------------------------------- American Airlines Inc. will begin daily nonstop service from Miami to Antigua this fall -- the only nonstop service currently scheduled between Miami and the eastern Caribbean island. American will begin flying the Miami-Antigua route on Nov. 20, 2008, using Boeing 737-800 aircraft configured with 16 seats in First Class and 132 seats in the Main Cabin. The new service from Miami complements existing flights to Antigua from San Juan, Puerto Rico, offered by American and its regional affiliate, American Eagle. Located approximately 290 miles southeast of San Juan, Antigua is known for its sunny climate, beautiful beaches, outstanding sailing and yachting facilities, and well-preserved coral reefs that offer excellent snorkeling and diving opportunities. "We are very excited to add Antigua to American Airlines extensive list of destinations served nonstop from Miami," said American's Senior Vice President for Miami, Caribbean and Latin America, Peter J. Dolara. "It's the perfect place for a relaxing getaway. And now, it's just a convenient nonstop flight away from South Florida on American Airlines, as well as a convenient connecting flight from dozens of other destinations via our Miami hub." "Antigua entices visitors with wonderful scenery, beautiful beaches, numerous activities, and warm, friendly people," said the Antigua's Minister of Tourism and Civil Aviation, Hon. Harold Lovell. "We look forward to the start of American's nonstop service from Miami and the opportunity it offers to showcase the many things that make Antigua such a special place for residents and visitors alike. We are confident that once visitors experience Antigua, they will want to return again and again." Here is American's schedule between Miami and Antigua, effective Nov. 20. Flights operate daily. All times shown are local. From Miami to Antigua: Flight # Departs Arrives 1907 11:00 a.m. 3:00 p.m. From Antigua to Miami: Flight # Departs Arrives 1906 4:15 p.m. 6:40 p.m. Antigua joins a growing list of destinations to have nonstop service from South Florida on American or American Eagle. This past December, American began nonstop flights from Miami to Barranquilla, Colombia, and Santa Cruz, Bolivia, as well as from Fort Lauderdale to San Jose, Costa Rica. In addition, December also saw the start of nonstop service from Miami to Phoenix on American, and from Miami to Sarasota/Bradenton, Florida, and Savannah, Georgia, on American Eagle. Last month, American Eagle began nonstop flights from Miami to Tallahassee, Florida, while in June, American will begin flying from Fort Lauderdale to Kingston, Jamaica. With the addition of these new routes, American and American Eagle combine to offer more than 275 daily flights from Miami and Fort Lauderdale, serving 100 destinations. About American Airlines Based in Fort Worth, Texas, American Airlines Inc., a wholly owned subsidiary of AMR Corp., operates the largest scheduled passenger airline in the world with service throughout North America, the Caribbean, Latin America, Europe and Asia. The airline flies to Belgium, Brazil, Japan, among others. * * * As reported in the Troubled Company Reporter-Latin America on March 26, 2008, Standard & Poor's Ratings Services revised its outlook on the long-term ratings on AMR Corp. (B/Negative/B-3) and subsidiary American Airlines Inc. (B/Negative/--) to negative from positive. S&P also lowered its short-term rating on AMR to 'B- 3' from 'B-2' and affirmed all other ratings on AMR and American. ================= A R G E N T I N A ================= ACELSUD ACEROS: Proofs of Claim Verification Deadline is May 9 -------------------------------------------------------------- Carlos Federico Berger, the court-appointed trustee for Acelsud Aceros Elaborados Sudamericanos S.A.'s bankruptcy proceeding, will be verifying creditors' proofs of claim until May 9, 2008. Mr. Berger will present the validated claims in court as individual reports on June 23, 2008. The National Commercial Court of First Instance in Buenos Aires will determine if the verified claims are admissible, taking into account the trustee's opinion, and the objections and challenges that will be raised by Acelsud Aceros 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 Acelsud Aceros' accounting and banking records will be submitted in court on Aug. 19, 2008. Mr. Berger is also in charge of administering Acelsud Aceros' assets under court supervision and will take part in their disposal to the extent established by law. The trustee can be reached at: Carlos Federico Berger Santiago del Estero 112 Buenos Aires, Argentina AL-DIST SRL: Proofs of Claim Verification Deadline is May 21 ------------------------------------------------------------ Salomon Wilhelm, the court-appointed trustee for Al-Dist S.R.L.'s bankruptcy proceeding, will be verifying creditors' proofs of claim until May 21, 2008. Mr. Wilhelm will present the validated claims in court as individual reports on July 2, 2008. The National Commercial Court of First Instance in Buenos Aires will determine if the verified claims are admissible, taking into account the trustee's opinion, and the objections and challenges that will be raised by Al-Dist 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 Al-Dist's accounting and banking records will be submitted in court on Aug. 27, 2008. Mr. Wilhelm is also in charge of administering Al-Dist's assets under court supervision and will take part in their disposal to the extent established by law. The trustee can be reached at: Salomon Wilhelm Lavalle 1290 Buenos Aires, Argentina ALITALIA SPA: Air France-KLM May Resume Talks --------------------------------------------- Air France-KLM SA is giving Alitalia S.p.A. and its unions a chance to accept its binding offer to acquire the Italian government's 49.9% stake in the national carrier, various reports say citing the French airline's CEO Jean Cyril Spinetta. "`It's now up to Alitalia and its employees and unions to say how they view the future of their airline," Mr. Spinetta said in a statement. Mr. Spinetta said that Air France will not submit a new offer, stressing that the plans amended bid presented to unions during the negotiations "is the only one that would enable Alitalia to return to profitable growth within a rapid time frame." Unions, meanwhile, expressed willingness to resume talks with Air France. "The main road to follow is to start negotiating again immediately," the CGIL and FILT-CGIL unions said in a joint statement published by Agenzia Giornalistica Italiana. "It's a deadlock but it's not a definite halt [from Air France]," SDL union told Bloomberg News. "We confirm our availability to real negotiations." "If Air France's position can be interpreted as a willingness to resume the negotiation, we are ready to discuss [the issues]," UIL leader Luigi Angeletti was quoted by Apcom as saying. The unions will meet with Alitalia today and with the Finance Ministry tomorrow to discuss the carrier's future, ANSA News reports. As reported in the TCR-Europe on April 3, 2008, Alitalia S.p.A., labor unions, professional associations, and Air France-KLM SA stopped negotiations after failing to reach an agreement that would accomplish the sale's effectiveness conditions, satisfaction of which would finalize the acceptance by Alitalia and Italy of Air France's binding offer. Alitalia's board had said it would review financial options before deciding whether to continue its operations or to file for bankruptcy proceedings. Italian Finance Minister Tommaso Padoa-Schioppa had said that if the sale to Air France fails, Alitalia may seek protection from creditors and the government would appoint a special commissioner to initiate bankruptcy proceedings. The government had pledged to grant Alitalia a EUR300 million bridging loan if Air France's takeover pushes through. Alitalia badly need more funds as it had less than EUR200 million in cash and credit available at March 31, 2008. About Alitalia Headquartered in Rome, Italy, Alitalia S.p.A. -- http://www.alitalia.it/-- provides air travel services for passengers and air transport of cargo on national, international and inter-continental routes. The Italian government owns 49.9% of Alitalia. The company has operations in Argentina. Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia posted net losses of EUR256 million and EUR907 million in 2000 and 2001 respectively. Alitalia posted EUR93 million in net profits in 2002 after a EUR1.4 billion capital injection. The carrier booked annual net losses of EUR520 million in 2003, EUR813 million in 2004, EUR168 million in 2005, and EUR625.6 million in 2006. AMERICAN AIRLINES: Cancels Flights for Fed. Aviation Inspection --------------------------------------------------------------- American Airlines Inc. cancelled several hundred flights to conduct additional inspections of its MD-80 fleet to ensure precise and complete compliance with the Federal Aviation Administration's airworthiness directive related to the bundling of wires in the aircraft's wheel wells. These inspections -- based on Federal Aviation Administration audits -- are related to detailed, technical compliance issues and not safety-of- flight issues. "We've been working in good faith to ensure that we are in complete compliance with this airworthiness directive," said American Airlines Chairperson and Chief Executive Officer, Gerard Arpey. "We regret and apologize that we are once again causing inconvenience to our customers, but we will continue to work in good faith until we satisfy all of the technical issues related to this airworthiness directive." It is not known at this time how many cancellations will result, but it could be as many as 500. Additional cancellations are likely today. American Airlines will re-accommodate customers on its other flights or on flights operated by airlines in the same market. Customers may be automatically notified of flight changes; they should also check AA.com or with their travel agents for flight status. The Federal Aviation Administration raised additional concerns regarding the recent inspection of American Airlines' aircraft and the manner in which the company followed the engineering change order that had been written for the airworthiness directive related to the wiring in the MD-80s wheel wells. Specifically, some areas of concern included the spacing of the ties on the wiring bundle and the direction in which the retention clips and lacing cords were facing. American Airlines has assigned teams of employees that include aviation maintenance technicians, quality assurance inspectors, and engineers to inspect the aircraft and ensure full compliance, as well as to make the necessary adjustments. Any aircraft that does not completely comply with the detailed technical specifications of installation will be removed from service until all specifications have been met. Aircraft will return to service as they have been inspected and all necessary work completed. Additionally, American Airlines has applied for and received Federal Aviation Administration approvals of an alternative method of compliance for this airworthiness directive that has already been applied to the MD-80 fleet of other carriers. About American Airlines Based in Fort Worth, Texas, American Airlines Inc., a wholly owned subsidiary of AMR Corp., operates the largest scheduled passenger airline in the world with service throughout North America, the Caribbean, Latin America, Europe and Asia. The airline flies to Belgium, Brazil, Japan, among others. * * * As reported in the Troubled Company Reporter-Latin America on March 26, 2008, Standard & Poor's Ratings Services revised its outlook on the long-term ratings on AMR Corp. (B/Negative/B-3) and subsidiary American Airlines Inc. (B/Negative/--) to negative from positive. S&P also lowered its short-term rating on AMR to 'B- 3' from 'B-2' and affirmed all other ratings on AMR and American. AUTOMOTORES SAN TELMO: Claims Verification Deadline is June 3 ------------------------------------------------------------- Daniel Contador, the court-appointed trustee for Automotores San Telmo SA's bankruptcy proceeding, will be verifying creditors' proofs of claim until June 3, 2008. Mr. Contador will present the validated claims in court as individual reports. The National Commercial Court of First Instance No. 11 in Buenos Aires, with the assistance of Clerk No. 21, 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 Automotores San Telmo 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 Automotores San Telmo's accounting and banking records will be submitted in court. La Nacion didn't state the submission dates for the reports. Mr. Contador is also in charge of administering Automotores San Telmo's assets under court supervision and will take part in their disposal to the extent established by law. The debtor can be reached at: Automotores San Telmo SA Entre Rios 1244 Buenos Aires, Argentina The trustee can be reached at: Daniel Contador Cordoba 392 Buenos Aires, Argentina CLINICA MARIANO: Proofs of Claim Verification is Until Aug. 4 ------------------------------------------------------------- Auzmendi-Palma, the court-appointed trustee for Clinica Mariano Moreno S.A.'s bankruptcy proceeding, will be verifying creditors' proofs of claim until Aug. 4, 2008. Auzmendi-Palma will present the validated claims in court as individual reports on Sept. 15, 2008. The National Commercial Court of First Instance in Buenos Aires will determine if the verified claims are admissible, taking into account the trustee's opinion, and the objections and challenges that will be raised by Clinica Mariano 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 Clinica Mariano's accounting and banking records will be submitted in court on Oct. 27, 2008. Auzmendi-Palma is also in charge of administering Clinica Mariano's assets under court supervision and will take part in their disposal to the extent established by law. The trustee can be reached at: Auzmendi-Palma Jose E. Uriburu 1632 Buenos Aires, Argentina DELTA AIR: BNY Says 1982 Indenture Not a "True Lease" ----------------------------------------------------- The Bank of New York and the Hillsborough County Aviation Authority ask the U.S. Bankruptcy Court for the Southern District of New York to: * declare that a 1982 Indenture Agreement with Delta Air Lines Inc. is not a "true lease"; and * declare that the claims of HCCA and BNY are not subject to the limitations under in Section 502(b)(6) of the Bankruptcy Code; and * enter a summary judgment denying a counter-motion by Delta. Pursuant to the 1982 Indenture, HCAA issued bonds to Delta, with BNY as the Indenture Trustee. Delta used the proceeds to construct a hanger, a maintenance facility and other improvements to a Tampa International Airport property in Florida. The bonds were refinanced in 1988 and 1993. HCAA and BNY filed an US$8,110,311 claim for debt service payments when Delta discontinued its periodic rent payments upon rejection of the Lease. HCCA also has a separate US$4,181,735 claim for periodic payments, which the Debtors also refuse to pay. Delta's analysis "recharacterization" cases does not refute the Plaintiffs' argument that the Agreement, taken as a whole, is not a "true lease" and must be deemed a "financing transaction," Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP,in New York, says. Mr. Zujkowski relates that Delta, HCCA and BNY drafted the 1982 Service Agreement to insure that the capital costs of construction -- the financing provisions -- had priority over and were paid prior to the current ongoing occupancy costs or the ground rent relating to the Project. Accordingly, Delta's basic argument that a single agreement can never be deemed a financing if it contains provision for the payment of both ground rent and debt service, is fundamentally flawed, Mr. Zujkowski says, citing United Air Lines, Inc. v. HSBC Bank USA 453 F.3d 436, 471 (7th Cir. 2006). HCCA and BNY assert that they do not dispute that the HCCA entitlement to receive ground rents under the Agreement, but the payments of debt service were solely for the benefit of the holders of the Bonds, which (i) did not oblige the HCCA to pay the Bonds and (ii) from which HCCA received no benefit from the amounts paid that Delta paid. Accordingly, the debt service payments had no relation to the occupancy cost of the Property and were in the exact amount necessary to make payment due under the Bonds. Hence, Delta's assertion that "the basic rent and the assigned debt secure payments were both designed to compensate the authority for the value of Delta's possessory interest" indicates the Debtors' attempt to "mischaracterize" the economic substance of the Agreement, Mr. Zujkowski says. Delta's requirement under the Agreement to make interest only payments on the Bonds until January 1, 2024 -- at which time, a balloon payment in the principal amount of US$8,000,000 would be due -- has no parallel in a true lease and is a significant element of a financing, Mr. Zujkowski maintains, pointing the Court to United/San Francisco, 416 F. 3d at 617; In re Wingspread Corp. 116 B.R. at 923; In re Winston Mills, 6 B.R. at 594. Moreover, he continues, the Agreement provides that Delta's obligation to make debt service payments is unconditional, absolute and survives the destruction or condemnation of the Tampa Property. Mr. Zawojski notes that contrary to Delta's argument, there was no need to structure the Agreement as a "lease-leaseback" or a "sale-leaseback" since the HCCA, which would issue the tax- exempt bonds, was already the owner of the Property. Mr. Zawojski also says that the debt service cap established by Section 502(b)(6) of the Bankruptcy Code was never intended to apply to a "financing transaction," and that debt service payments under the Agreement were intended to compensate the holders of the Bonds for advances made for the benefit of Delta. According to Mr. Zawojski, the holders of Bonds -- as Delta's prepetition creditors -- should be treated like Delta's other general unsecured creditors. To this end, satisfying HCCA's and BNY's claims would not be inequitable but would recognize the true nature of the their claim., he says. Delta Responds Sharon Katz, Esq., at Davis Polk & Wardwell, in New York, reiterates that the Lease is a "true lease" because: -- the HCAA owned both the Premises and imposed numerous restrictions on Delta's use and occupancy of that property in order to protect its ownership interest, which makes it "a typical landlord"; -- the basic rent payments were meant to compensate the HCAA for Delta's use and occupancy of the Lease Premises, contrary to HCAA's contention that it "received no benefit" from the Delta's payments under the Agreement; and -- based on the Agreement records, the HCAA was expected to have a reversionary interest of at least 10% of the economic life of the maintenance base facility, in addition to the HCAA's reversionary interest in the Land; -- does not have a purchase option to acquire the Leased Property; -- the tax-exempt nature of the Bonds was not dependent on the lease structure in the transaction under the Agreement; and -- the interest that Delta was permitted to assign, and that was subject to the HCAA's right of first refusal, was Delta's leasehold right to the use and occupancy of the property. Ms. Katz maintains that the Plaintiffs can seek to recharacterize the Lease as a financing, but cannot deny that they refused to accept the risk that any damages claim they might have upon rejection of the Lease would be capped. Accordingly, the Debtors ask the Court to declare that (i) the Lease is a "true lease", and (ii) claims of the HCAA and the BNY are subject to the limitations under Section 502(b)(6) of the Bankruptcy Code. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. (Delta Air Lines Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on Jan. 17, 2008, Standard and Poor's said that media reports that Delta Air Lines Inc. (B/Positive/--) entered into merger talks with UAL Corp. (B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will have no effect on the ratings or outlook on Delta, but that confirmed merger negotiations would result in S&P's placing ratings of Delta and other airlines involved on CreditWatch, most likely with developing or negative implications. DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims ---------------------------------------------------------------- The Bank of New York, acting as indenture trustee and AT&T Credit Holdings, Inc., as owner participant, filed claims against Delta Air Lines Inc. and its debtor-affiliates with respect to certain leveraged lease transactions involving aircraft bearing Tail Nos. N131DN, N178DN, N660DL, N962DL,N963DL, N964DL and N965DL. Specifically, BNY filed Claim No. 5335. AT&T filed Claim Nos. 4901, 4902, 4903, 4904, 4909, 4922 and 4942 which were amended and superseded by Claim Nos. 8273, 8274, 8275, 8276, 8277, 8278 and 8279. In February 2008, the U.S. Bankruptcy Court for the Southern District of New York disallowed and expunged the Original AT&T Claims. As a result, AT&T filed an appeal with the District Court from Judge Adlai S. Hardin's Order. In an effort to resolve the dispute, the Debtors, AT&T and BNY agree that the Court's Order respect to the Objection is corrected to state that "AT&T's Claim Nos. 8273, 8274, 8275, 8276, 8277, 8278 and 8279 filed, which amended and superseded Claim [Nos.] 4909, 4904, 4942, 4922, 4901, 4902 and 4903, are disallowed and expunged except for the portions of [the] claims that seek amounts owed pursuant to prepetition agreements to rebate certain payments." Accordingly, the parties stipulate that the portions of AT&T's amended claims which seek amounts owed pursuant to prepetition agreements to rebate certain payments will be assigned as new Rebate Claims: Original Claim No. New Rebate Claim No. Claim Amount ----------------- -------------------- ------------ 8273 8273-[x] US$1,997,065 8274 8274-[x] 1,294,215 8275 8275-[x] 1,874,835 8276 8276-[x] 2,826,022 8277 8277-[x] 1,294,215 8278 8278-[x] 1,294,215 8279 8279-[x] 1,294,215 The parties agree that the Stipulation will not affect (i) BNY's Claim No. 5335 as it relates to the Aircraft, and (ii) any other claims for stipulated loss values or tax indemnification, or other claims, asserted against the Debtors relating to other aircraft or transactions, and the Debtors' defenses and objections to the Claims. Subsequently, Judge Hardin approved the parties' stipulation. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. (Delta Air Lines Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter-Latin America on Jan. 18, 2008, Standard and Poor's said that media reports that Delta Air Lines Inc. (B/Positive/--) entered into merger talks with UAL Corp. (B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will have no effect on the ratings or outlook on Delta, but that confirmed merger negotiations would result in S&P's placing ratings of Delta and other airlines involved on CreditWatch, most likely with developing or negative implications. ENVASADORA DEL OESTE: Claims Verification Deadline is June 19 ------------------------------------------------------------- Ricardo Lisio, the court-appointed trustee for Envasadora del Oeste SA's bankruptcy proceeding, will be verifying creditors' proofs of claim until June 19, 2008. Mr. Lisio will present the validated claims in court as individual reports. The National Commercial Court of First Instance No. 11 in Buenos Aires, with the assistance of Clerk No. 21, 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 Envasadora del Oeste 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 Envasadora del Oeste's accounting and banking records will be submitted in court. La Nacion didn't state the submission dates for the reports. Mr. Lisio is also in charge of administering Envasadora del Oeste's assets under court supervision and will take part in their disposal to the extent established by law. The debtor can be reached at: Envasadora del Oeste SA Sanabria 2009 Buenos Aires, Argentina The trustee can be reached at: Ricardo Lisio Alcaraz 5177 Buenos Aires, Argentina FARMA SISTEM: Proofs of Claim Verification Deadline is May 9 ------------------------------------------------------------ Mirta Ana Calfun de Bendersky, the court-appointed trustee for Farma Sistem S.A.'s bankruptcy proceeding, will be verifying creditors' proofs of claim until May 9, 2008. Ms. de Bandersky will present the validated claims in court as individual reports on June 20, 2008. The National Commercial Court of First Instance in Buenos Aires will determine if the verified claims are admissible, taking into account the trustee's opinion, and the objections and challenges that will be raised by Farma Sistem 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 Farma Sistem's accounting and banking records will be submitted in court on Aug. 15, 2008. Ms. de Bandersky is also in charge of administering Farma Sistem's assets under court supervision and will take part in their disposal to the extent established by law. The trustee can be reached at: Mirta Ana Calfun de Bendersky Avenida Santa Fe 2521 Buenos Aires, Argentina FINCA MARILIA: Files for Reorganization in Buenos Aires Court ------------------------------------------------------------- Finca Marilia S.A. has requested for reorganization approval after failing to pay its liabilities. The reorganization petition, once approved by the court, will allow Finca Marilia to negotiate a settlement with its creditors in order to avoid a straight liquidation. The case is pending in the National Commercial Court of First Instance in Buenos Aires. The debtor can be reached at: Finca Marilia S.A. Uruguay 1037 Buenos Aires, Argentina FORD MOTOR: Plastech Can Get Funding from Lender Consortium ----------------------------------------------------------- Crain's Detroit Business and The Detroit Free Press report that the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan has granted Plastech Engineered Products, Inc., and its debtor-affiliates authorization to: i) transfer the DIP facility to a new lender selected and formed by their Debtors' major customers General Motors Corporation, Ford Motor Company, Johnson Controls Inc.; and ii) continue to draw under the interim facility provided provide for a continuation of the interim postpetition facility provided by Bank of America, N.A., pending the transfer. A draft amendment, dated March 31, 2008, to the Postpetition Loan and Security Agreement signed by Plastech and Bank of America provides that the maturity date of the revolving credit facility will be extended to April 30, 2008, and the maximum amount available under the facility will be raised to US$51,500,000 equal to: -- US$44,703,000, plus -- additional amounts delivered by the major customers. A full-text copy of the proposed Fifth Amendment to the DIP Agreement is available for free at: http://researcharchives.com/t/s?2a08 Crain's Detroit Business said Judge Shefferly approved the transfer of post-April 30 financing responsibilities to Plastech's major customers -- GM, Ford, Johnson Controls and possibly Chrysler. Details of the agreement remain subject to further negotiation and final judicial approval, according to the report. According to the Detroit Free Press, bankruptcy experts say Plastech's decision to obtain loans from its customers -- and not banks or equity firms -- is an example of the alternatives that reorganizing companies are turning to as more traditional lenders tighten their lending and require more onerous terms for bankruptcy loans. The credit crunch has made it difficult for firms in bankruptcy to find loans to exit court protection, leading to longer stays and greater need for financing while under Chapter 11, it added. The Final DIP Facility is scheduled for hearing on April 30, 2008. The Debtors have filed a budget for the period from March 24, 2008 to May 4, 2008. A copy of the budget is available for free: http://researcharchives.com/t/s?2a09 Parties Consent to New Funding Key parties-in-interest, including some objections, in the Chapter 11 cases have signed a statement of consent to an interim order allowing the Debtors' entry into a DIP facility sponsored by the Debtors' major customers. The parties who signed the document, which was posted in the Court's docket on April 3, 2008, include: -- The Steering Committee of First Lien Term Loan Lenders; -- Bank of America -- Goldman Sachs Credit Partners L.P., as Pre-Petition First Lien Term Agent; -- The Official Committee of Unsecured Creditors; -- Asahi Kasei; -- M&I Equipment Finance Company; -- Wells Fargo Equipment Finance, Inc. and The Huntingdon National Bank; -- RBS Asset Finance, Inc.; -- Johnson Controls, Inc.; -- Chrysler, LLC, Chrysler Motors Counsel to General Motors Corporation LLC and Chrysler Canada Inc.; -- Ford Motor Company; and -- U.S. Bancorp Equipment Finance, Inc. Under the proposed transactions, the New DIP Lender will purchase the BofA Facility and provide the Debtors with additional funding pursuant to an US$80,000,000 DIP Financing. About Chrysler LLC Based in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. About Plastech Engineered Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. As of Dec. 31, 2006, the company's books and records reflected assets totaling US$729,000,000 and total liabilities of US$695,000,000. (Plastech Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. About Ford Motor Company 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 regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter-Latin America on March 31, 2008, Standard & Poor's Ratings Services said that the ratings and outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated B/Stable/B-3) were not affected by Ford's announcement of an agreement to sell its Jaguar and Land Rover units to Tata Motors Ltd. (BB+/Watch Neg/--) for US$2.3 billion (before US$600 million of pension contributions by Ford for Jaguar-Land Rover). As reported in the Troubled Company Reporter-Latin America on Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor Company and Ford Motor Credit Company at 'B', and maintained the Rating Outlook at Negative. FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams ---------------------------------------------------------------- Ford Motor Company is taking further steps to align its product development and purchasing organizations into an integrated global team to accelerate the creation of vehicles customers really want, reduce costs, enhance quality, and improve efficiency by eliminating duplicate engineering and purchasing efforts. Under changes effective April 1, 2008, Ford is reorganizing senior leaders in the product development and purchasing organizations to assign global responsibility for key vehicle segments and major purchasing functions. In addition, Ford is designating a global network of engineering centers that will be responsible for developing the core attributes of Ford brand vehicles worldwide. These changes will allow Ford to more effectively and efficiently support the company's regional business units in the Americas, Europe and Asia Pacific and Africa. "We have successfully shared technologies across many of our product lines in the past," Derrick Kuzak, Ford's group vice president, Global Product Development, said. "These changes will allow us to fully leverage Ford's global product development and purchasing organizations to create more customer-focused vehicles faster." Ford consolidated its global product development activities under Kuzak in December 2006. Since then, work has been underway with the purchasing organization under Tony Brown, group vice president, Global Purchasing, to more closely integrate the two organizations and eliminate duplication in how vehicles are created, engineered and sourced. "Better alignment of our resources not only helps Ford -- it will also improve the way we do business with our global supply base by simplifying our sourcing process," Mr. Brown said. "This is consistent with the principles of our Aligned Business Framework, which is strengthening collaboration with our key suppliers." Under the new structure, Ford is designating global product development leads for different vehicle segments, such as small, mid-size and large cars, leveraging the company's engineering expertise around the world. At the same time, Ford is assembling joint product development and purchasing teams around the world with responsibility for the company's core engineering and purchasing functions. Teams in North America will be responsible for electrical and body (interior and exterior) engineering for vehicles worldwide, as well as select powertrains such as V-6 and V-8 engines, hybrids and automatic transmissions. Teams in Europe will be responsible for chassis engineering, and certain powertrains, including 4-cylinder gasoline and diesel engines, and manual transmissions. Asia Pacific and Africa engineering and purchasing resources will be integrated into Ford's global core engineering and purchasing groups in Europe and the Americas. APA will remain responsible for specific global product development programs and all regional programs. The global core engineering teams will ensure that all Ford brand vehicles around the world share common DNA, including consistent driving dynamics, interior quietness and other vehicle attributes. The core engineering and purchasing teams also will improve interaction with Ford's global supply base to leverage economies of scale through common sourcing, reduce complexity and increase sharing of common parts. The changes are designed to further enhance the speed at which Ford is bringing new vehicles to market. In the past four years, Ford has shaved eight to 14 months off the time its takes to bring a new vehicle to market depending on program complexity. The average age of the product portfolio in North America will improve by 35 percent by 2009. By the end of 2008 in Europe, the complete product portfolio will have been replaced or refreshed within the last three years. While Ford is moving rapidly to a global product development system, certain vehicle systems will continue to be developed on a regional basis. For example, chassis engineering for F-Series trucks will remain in North America. Teams in Asia Pacific and Africa will also continue to be responsible for Ford's global compact pickup truck development program. However, going forward there will be closer coordination on a core engineering and commodity purchasing level to improve efficiency and eliminate duplication of work. The organization changes supporting the new structure will start in April and continue as new vehicle programs are started. They will not result in layoffs or large-scale relocations. "This is a crucial part of the plan that we started more than a year ago," Alan Mulally, Ford president and CEO, said. "We need product development and purchasing organizations that are aligned on a global scale. This is an important step in fostering a One Ford approach that leverages our global resources and expertise." About Ford Motor 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 regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter on March 28, 2008, Standard & Poor's Ratings Services said that the ratings and outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated B/Stable/B-3) were not affected by Ford's announcement of an agreement to sell its Jaguar and Land Rover units to Tata Motors Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of pension contributions by Ford for Jaguar-Land Rover). As reported in the Troubled Company Reporter on Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor Company and Ford Motor Credit Company at 'B', and maintained the Rating Outlook at Negative. As reported in the Troubled Company Reporter on Nov. 19, 2007, Moody's Investors Service affirmed the long-term ratings of Ford Motor Company (B3 Corporate Family Rating, Ba3 senior secured, Caa1 senior unsecured, and B3 probability of default), but changed the rating outlook to Stable from Negative and raised the company's Speculative Grade Liquidity rating to SGL-1 from SGL-3. Moody's also affirmed Ford Motor Credit Company's B1 senior unsecured rating, and changed the outlook to Stable from Negative. These rating actions follow Ford's announcement of the details of the newly ratified four-year labor agreement with the United Auto Workers. FORD MOTOR: Details 2007 Executive Compensation ----------------------------------------------- Ford Motor Company reiterated the significant progress it is making on its plan to transform and position the company to grow profitably around the world with the release of its 2007 Annual Report and notice of its 2008 Annual Meeting of Shareholders and Proxy Statement. The Annual Report and Proxy Statement were mailed to approximately 730,000 shareholders and the Proxy Statement was filed with the U.S. Securities and Exchange Commission. The documents outline the company's performance in 2007, announce information about the company's Annual Meeting to be held on May 8, 2008, and proposals to be presented there, as well as provide details of compensation for select corporate officers. "The year 2007 marked a major turning point for Ford Motor Company," Ford Executive Chairman Bill Ford writes in the Annual Report. "We made significant progress toward our plan to return to profitability in North America and in our total operations in 2009. At the same time, we laid the foundation for future growth." "To achieve profitable growth, we need to take advantage of every potential economy of scale and best practice we can find," President and CEO Alan Mulally added. "In the months ahead, you will see more of the building blocks of the new Ford Motor Company start to emerge -- as we work together to create a dynamic global enterprise growing profitably around the world." During 2007, Ford made significant progress toward its transformation plan. All Ford automotive operations were profitable outside of North America, excluding special items, as was the company's Financial Services sector. Specifically, the company achieved a US$10 billion year-over-year improvement in overall financial performance before taxes, positive total automotive operating-related cash flow, significant improvements in vehicle quality, further cost reductions and successful introductions of new products and innovative technologies around the world. The improved performance and results also will be discussed during Ford's Annual Meeting of Shareholders, which will begin at 8:30 a.m. Eastern Time, on May 8, 2008, at the Hotel du Pont, 11th and Market Streets in Wilmington, Delaware. In addition to information about the Annual Meeting, the 2008 proxy provides a detailed review of total 2007 compensation provided, granted to or received by five named executive officers during the year -- based on the company's 2007 performance. Details include: * Alan Mulally, Ford president and chief executive officer, earned US$2 million in salary and received incentive bonus awards of US$7 million. Total 2007 compensation was US$21,670,674, which includes salary, bonuses, the company- recognized expense for stock options and other stock-based awards, as well as all other compensation. * Don Leclair, Ford executive vice president and chief financial officer, earned US$1,005,633 in salary and received incentive bonus awards of US$3 million. His 2007 compensation totaled US$11,703,127. * Mark Fields, Ford executive vice president and president, The Americas, earned US$1,255,634 in salary and received incentive bonus awards of US$2,850,000. His 2007 compensation totaled US$8,389,898. * Lewis Booth, Ford executive vice president, Ford of Europe and Premier Automotive Group, earned US$868,133 in salary and received incentive bonus awards of US$2,250,000. His 2007 compensation totaled US$10,264,463. * Mike Bannister, Ford executive vice president and CEO, Ford Motor Credit Company earned US$708,700 in salary and received incentive bonus awards of US$2,150,000. His 2007 compensation totaled US$8,677,747. About Ford Motor 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 regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter-Latin America on March 31, 2008, Standard & Poor's Ratings Services said that the ratings and outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated B/Stable/B-3) were not affected by Ford's announcement of an agreement to sell its Jaguar and Land Rover units to Tata Motors Ltd. (BB+/Watch Neg/--) for US$2.3 billion (before US$600 million of pension contributions by Ford for Jaguar-Land Rover). As reported in the Troubled Company Reporter-Latin America on Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor Company and Ford Motor Credit Company at 'B', and maintained the Rating Outlook at Negative. As reported in the Troubled Company Reporter on Nov. 19, 2007, Moody's Investors Service affirmed the long-term ratings of Ford Motor Company (B3 Corporate Family Rating, Ba3 senior secured, Caa1 senior unsecured, and B3 probability of default), but changed the rating outlook to Stable from Negative and raised the company's Speculative Grade Liquidity rating to SGL-1 from SGL-3. Moody's also affirmed Ford Motor Credit Company's B1 senior unsecured rating, and changed the outlook to Stable from Negative. These rating actions follow Ford's announcement of the details of the newly ratified four-year labor agreement with the United Auto Workers. GMAC LLC: Buys US$1.2 Billion of Residential Capital's Debt --------------------------------------------------------- GMAC LLC purchased US$1.2 billion of Residential Capital LLC's notes in open market. The notes have a fair value of approximately US$607,192,000 to ResCap in exchange for 607,192 ResCap Preferred units with a liquidation preference of US$1,000 per unit. ResCap canceled the US$1.2 billion face amount of notes. GMAC may, in its sole discretion, on or before May 31, 2008, contribute up to an additional approximately US$340 million of ResCap notes, having a fair value of approximately US$265,779,000, for additional ResCap Preferred units. The ResCap Preferred ranks senior in right of payment to ResCap's common membership interests with respect to distributions and payments on liquidation, winding-up or dissolution of ResCap. The ResCap Preferred pays quarterly distributions at the rate of 13% of the liquidation preference when, as and if authorized by ResCap's board of directors. ResCap may not pay distributions on its common membership interests if any Preferred Distributions have not been paid, or sufficient funds have not been set aside for such payment, for the then-current quarterly period. Preferred Distributions are not cumulative. ResCap is prohibited by the Operating Agreement between it and GMAC from paying distributions on any of its membership interests. The ResCap Preferred is redeemable at ResCap's option on any Preferred Distribution payment date if approved by ResCap's board of directors, including a majority of the independent directors, in whole or in part for 100% of its liquidation preference plus any authorized but unpaid dividends on the ResCap Preferred being redeemed. The ResCap Preferred is exchangeable at GMAC's option on a unit- for-unit basis into preferred membership interests in IB Financing Holdings LLC at any time on or after Jan. 1, 2009, so long as neither ResCap nor any of its significant subsidiaries was the subject of any bankruptcy proceeding on or before that date. The ResCap Preferred has no voting rights, except as required by law, and is not transferable by GMAC to any party other than a wholly-owned affiliate of GMAC without the consent of ResCap's board, including a majority of the independent directors. IB Finance owns GMAC Bank, an industrial loan corporation. ResCap owns the non-voting common interests and GMAC owns the voting common interests in IB Finance. ResCap and GMAC contribute capital to and share earnings and distributions from IB Finance based on the performance of the mortgage division and the automotive division of GMAC Bank. ResCap, GMAC and IB Finance have entered into an agreement that provides that, if GMAC elects to exchange the ResCap Preferred for IB Preferred, IB Finance will allocate capital attributable to the IB Mortgage Common to the IB Preferred in an amount equal to the liquidation preference of the ResCap Preferred being exchanged, which will then be issued to GMAC. The IB Preferred ranks senior in right of payment to the IB Mortgage Common with respect to distributions and payments on liquidation, winding-up or dissolution of IB Finance. The IB Preferred has no claims to the assets attributable to the IB Automotive Common. The IB Preferred pays quarterly distributions at the rate of 10% of the liquidation preference when, as and if authorized by IB Finance's board out of funds attributable to IB's mortgage finance operations. IB Finance may not pay distributions on the IB Mortgage Common interests if preferred distributions on the IB Preferred have not been paid, or sufficient funds for such payments have not been set aside, for the then-current quarterly period. Preferred distributions on the IB Preferred are not cumulative. The IB Preferred is redeemable at the option of ResCap's independent directors on any preferred distribution payment date in whole, or in part for 100% of its liquidation preference plus any authorized but unpaid distributions on the IB Preferred. The IB Preferred has no voting rights, except as required by law, and is not transferable by GMAC to any party other than a wholly-owned affiliate of GMAC without the consent of ResCap's independent directors. About Residential Capital Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. About GMAC LLC GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and employs approximately 26,700 people worldwide. Cerberus Capital Management LP bought 51% GMAC LLC stake from General Motors Corp. on December 2006. Its Latin American operations are located in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela. * * * As reported in the Troubled Company Reporter-Latin America on March 6, 2008, Fitch Ratings downgraded and removed from Rating Watch Negative the long-term Issuer Default Rating GMAC LLC and related subsidiaries to 'BB' from 'BB+'. Fitch has also affirmed the 'B' short-term ratings. Fitch originally placed GMAC on Rating Watch Negative on Nov. 14, 2007. The Rating Outlook is Negative. Approximately US$100 billion of unsecured debt is affected by this action. As reported in the Troubled Company Reporter-Latin America on Feb. 26, 2008, Standard & Poor's Ratings Services lowered its ratings on Residential Capital LLC and GMAC LLC. Residential Capital LLC was downgraded to 'B/C' from 'BB+/B'. GMAC LLC was downgraded to 'B+/C' from 'BB+/B'. The outlook for both entities is negative. GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15 -------------------------------------------------------------- GMAC Financial Services will exercise its option to purchase the remainder of Capital Auto Receivables Asset Trust 2005-SN1 on April 15, 2008. This will result in a termination of all of the outstanding CARAT 2005-SN1 Class B-1, B-2, and C asset backed notes. The Class B-1 and B-2 notes will be purchased at US$1,000 per US$1,000 face amount, plus accrued interest from March 17, 2008. A total of US$10.0 million Class B-1 4.830 percent asset backed notes, and US$70.0 million Class B-2 Libor + 0.750 percent asset backed notes were sold to the public in April 2005, of which US$6,185,994.24 Class B-1 asset backed notes and US$43,301,959.69 Class B-2 asset backed notes remain outstanding. The Class C notes will be purchased at US$1,000 per US$1,000 face amount, plus accrued interest from March 17, 2008. A total of US$70.0 million Class C Libor + 1.250 percent asset backed notes were sold to the public in April 2005. The notes may be presented and surrendered for payment to: Citibank N.A. Agency & Trust Services 15th Floor, 111 Wall Street New York, NY 10005 Interest on the notes will cease to accrue on and after April 15, 2008. About GMAC LLC GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and employs approximately 26,700 people worldwide. Cerberus Capital Management LP bought 51% GMAC LLC stake from General Motors Corp. on December 2006. Its Latin American operations are located in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela. * * * As reported in the Troubled Company Reporter-Latin America on March 6, 2008, Fitch Ratings downgraded and removed from Rating Watch Negative the long-term Issuer Default Rating GMAC LLC and related subsidiaries to 'BB' from 'BB+'. Fitch has also affirmed the 'B' short-term ratings. Fitch originally placed GMAC on Rating Watch Negative on Nov. 14, 2007. The Rating Outlook is Negative. Approximately US$100 billion of unsecured debt is affected by this action. As reported in the Troubled Company Reporter-Latin America on Feb. 26, 2008, Standard & Poor's Ratings Services lowered its ratings on Residential Capital LLC and GMAC LLC. Residential Capital LLC was downgraded to 'B/C' from 'BB+/B'. GMAC LLC was downgraded to 'B+/C' from 'BB+/B'. The outlook for both entities is negative. GUACAMOLE COMPANY: Proofs of Claim Verification is Until June 6 --------------------------------------------------------------- Oscar Alfredo Arias, the court-appointed trustee for Guacamole Company SA's bankruptcy proceeding, will be verifying creditors' proofs of claim until June 6, 2008. Mr. Arias will present the validated claims in court as individual reports. The National Commercial Court of First Instance No. 1 in Buenos Aires, with the assistance of Clerk No. 1, 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 Guacamole Company 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 Guacamole Company's accounting and banking records will be submitted in court. Mr. Arias is also in charge of administering Guacamole Company's assets under court supervision and will take part in their disposal to the extent established by law. The debtor can be reached at: Guacamole Company SA Sarmiento 643 Buenos Aires, Argentina The trustee can be reached at: Oscar Alfredo Arias Carlos Pellegrini 1063 Buenos Aires, Argentina ITALPANAL SA: Buenos Aires Court Concludes Reorganization --------------------------------------------------------- Italpanal S.A. concluded its reorganization process, according to data released by Infobae on its Web site. The closure came after the National Commercial Court of First Instance in Buenos Aires, homologated the debt plan signed between the company and its creditors. The company can be reached at: Italpanal S.A. Esmeralda 740 Buenos Aires, Argentina MUNDO CARTOGRAFICO: Trustee to Verify Claims Until June 25 ---------------------------------------------------------- Estudio Solis, Castellani, Sajuli y Asociados -- the court- appointed trustee for Mundo Cartografico SRL's reorganization proceeding -- will be verifying creditors' proofs of claim until June 25, 2008. Estudio Solis will present the validated claims in court as individual reports. The National Commercial Court of First Instance No. 7 in Buenos Aires, with the assistance of Clerk No. 14, 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 Mundo Cartografico 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 Mundo Cartografico's accounting and banking records will be submitted in court. La Nacion didn't state the reports submission deadlines. Creditors will vote to ratify the completed settlement plan during the assembly on April 8, 2009. The debtor can be reached at: Mundo Cartografico SRL Benjamin Matienzo 2426 Buenos Aires, Argentina The trustee can be reached at: Estudio Solis, Castellani, Sajuli y Asociados Corrientes 1515 Buenos Aires, Argentina OR MAZAL: Files for Reorganization in Buenos Aires Court -------------------------------------------------------- Or Mazal S.A. has requested for reorganization approval after failing to pay its liabilities. The reorganization petition, once approved by the court, will allow Or Mazal to negotiate a settlement with its creditors in order to avoid a straight liquidation. The case is pending in the National Commercial Court of First Instance No. 10 in Buenos Aires. Clerk No. 20 assists the court in this case. The debtor can be reached at: Or Mazal S.A. Catamarca 2221 Buenos Aires, Argentina ROSAC SA: Files for Reorganization in Buenos Aires Court -------------------------------------------------------- Rosac S.A. Servicios Empresarios has requested for reorganization approval after failing to pay its liabilities since Oct. 25, 2007. The reorganization petition, once approved by the court, will allow Rosac S.A. to negotiate a settlement with its creditors in order to avoid a straight liquidation. The case is pending in the National Commercial Court of First Instance No. 11 in Buenos Aires. Clerk No. 21 assists the court in this case. The debtor can be reached at: Rosac S.A. Servicios Empresarios Rodriguez Pena 736 Buenos Aires, Argentina TELECOM ARGENTINA: Intends to Pay 26.4% of Remaining Notes ---------------------------------------------------------- Telecom Argentina S. A., subject to any change in Argentine Central Bank regulations, it intends to make a Note Payment on April 15, 2008, or as soon as practicable thereafter. This Note Payment will result in the payment of the remaining 26.4% of the principal amortization payment scheduled to be paid on Oct. 15, 2010, the payment in whole of the principal amortization payment scheduled to be paid on April 15, 2011 and the payment of 45% of the principal amortization payment scheduled to be paid on Oct. 15, 2011. On the same date, Telecom Argentina intends to make the corresponding interest payment. Series Curr. Due Date ISIN No. % of the % of Original Original Principal Amount Principal Outstanding after Amount Note Payment Series A US$ 2014 US879273AK60 12.2380% 45.0870% XS0218481744 Not Listed EUR 2014 XS0218482122 12.2380% 45.0870% XS0218482395 Not Listed ARS 2014 Not Listed 12.2380% 45.0870% JPY 2014 Not Listed 12.2380% 45.0870% Series B US$ 2011 US879273AM27 12.8550% 4.125% XS0218482981 Not Listed The payment will be made to the holders of the Notes held in global form through the settlement systems of DTC, Euroclear or Clearstream, as applicable. Payments to holders of Notes in certificated form will be made by wire transfer to the accounts of the respective holders. Nortel Inversora S.A., which acquired the majority of the Company from the Argentine government, holds 54.74% of Telecom's common stock. Nortel is a holding company where the common stock (approximately 68% of capital stock) is owned by Sofora Telecomunicaciones S.A. Additionally, Nortel capital stock is comprised of preferred shares that are held by minority shareholders. As of Dec. 31, 2007, Telecom had 984,380,978 shares outstanding. Headquartered in Buenos Aires, Telecom Argentina S.A. -- http://www.telecom.com.ar/index-flash.html-- provides telephone-related services, such as international long-distance service and data transmission and Internet services, and through its subsidiaries, wireless telecommunications services, international wholesale services and telephone directory publishing. As of Dec. 31, 2006, its telephone system included approximately 4.09 million lines in service. As of 2007, current approximate ownership of Telecom Argentina is: * 54.74% by Nortel Inversora S.A., itself a consortium made up of: -- Werthein Group (48%) -- Telecom Italia -- France Telecom group (2%); * 41.5% publicly traded; and * 4.21% employee stock ownership program France Telecom sold its part of Telecom Argentina to the WertheinGroup, an Argentine agricultural concern owned in part by vice chairman Gerardo Werthein. As of 2007, current approximate ownership of Telecom Argentina is: * 54.74% by Nortel Inversora S.A., itself a consortium made up of: -- Werthein Group (48%) -- Telecom Italia group (50%) -- France Telecom group (2%); * 41.5% publicly traded; and * 4.21% employee stock ownership program. * * * As reported in the Troubled Company Reporter-Latin America on Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina's foreign and local currency issuer default ratings to 'B+' from 'B'. Fitch said the outlook is positive. WR GRACE: Inks US$250MM Deal to Settle Asbestos-Related Claims -------------------------------------------------------------- W. R. Grace & Co. disclosed an agreement in principle that would settle all present and future asbestos-related personal injury claims. The agreement, reached with the Official Committee of Asbestos Personal Injury Claimants, the Future Claimants Representative and the Official Committee of Equity Security Holders, requires these assets to be paid into a trust to be established under Section 524(g) of the United States Bankruptcy Code: -- Cash in the amount of US$250 million; -- Warrants to acquire 10 million shares of Grace common stock at an exercise price of US$17 per share, expiring one year from the effective date of a plan of reorganization; -- Rights to proceeds under Grace's asbestos-related insurance coverage; -- The value of cash and stock under the litigation settlement agreements with Sealed Air Corporation and Fresenius Medical Care Holdings Inc.; and -- Deferred payments at US$110 million per year for five years beginning in 2019, and US$100 million per year for ten years beginning in 2024; the deferred payments would be obligations of Grace backed by 50.1% of Grace's common stock to meet the requirements of Section 524(g). The agreement in principle contemplates the filing of a plan of reorganization and related documents with the Bankruptcy Court. The plan will be subject to approval of its co-proponents, exit financing, and Bankruptcy Court and District Court approvals. "This agreement in principle is a very important step in emerging from Chapter 11," Fred Festa, Grace's chairman, president and chief executive officer, said. "In this challenging global marketplace, we need to be able to focus all of our efforts on increasing shareowner value and continued improvement in our core businesses." "The agreement and the Plan of Reorganization that will be based on it will be good for our shareholders, customers, creditors, and our employees," Mr. Festa added. "A lot of work remains to be done before we can confirm a Plan of Reorganization, but I am optimistic we will be successful in reaching that goal by the end of this year or early in 2009." "Also, I want to point out that the Plan of Reorganization will preserve all employee benefits. During the seven years we have been in Chapter 11, our people have nearly doubled Grace's sales and dramatically improved the core businesses, Mr. Festa continued. "We look forward to final approval of our Plan of Reorganization when we can once again operate without the constraints of Chapter 11." About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally, including Argentina, Australia and Ireland. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Debtors' Disclosure Statement began on Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan expired on July 23, 2007. Estimation of W.R. Grace's asbestos personal injury liabilities commenced on January 14, 2008. At Dec. 31, 2006, the W.R. Grace's balance sheet showed total assets of US$3,620,400,000 and total debts of US$4,189,100,000. As of November 30, 2007, W.R. Grace's balance sheet showed total assets of US$3,335,000,000, and total debts of US$3,712,000,000. WR GRACE: MassDEP et al. Mulls Liability Transfer Agreement ----------------------------------------------------------- Five parties-in-interest filed separate objections to the liability transfer agreement between W.R. Grace & Co. and its debtor-affiliates, and Environmental Liability Transfer, Inc., pursuant to which the Debtors will transfer almost US$12,500,000 of environmental liabilities to ELT. The U.S. Government points out that the the Liability Transfer Motion is silent as to what impact the transaction will have with regard to the Debtors' obligations under the December 2007 settlement resolving the Government's environmental claims or under state and federal environmental laws and regulations. The Government, supported by the Massachusetts Department of Environmental Protection, further points out that the Motion does not disclose several information that would give parties- in-interest an informed judgment as the Liability Transfer Motion, including: (a) the nature and extent of contamination at the Properties, the status of environmental remediation, and the Debtors' estimate of future clean-up costs; (b) the current financial condition of ELT or an analysis of its financial condition after assumption of the Debtors' liabilities; and (c) an analysis of whether the funds placed in trust will be adequate to fund clean-up of the Properties. The MassDEP and UniFirst Corporation, a jointly liable party, point out that the Motion is not clear whether the Debtors will remain responsible for their environmental liabilities at the Woburn, Massachusetts Superfund Site, in the event the proposed Trust funding proves inadequate and ELT fails to satisfy the liabilities from its own assets. UniFirst suggests that the Debtors should be required to state unequivocally (i) whether they will remain responsible for all liabilities transferred to ELT, and (ii) whether they will seek to be released or discharged from any of their liabilities absent their satisfaction by ELT. A third party, Hampshire Chemical Corp., seeks clarification to the effect that the liability transfer agreement does not intend or will be interpreted to expunge or in any way implicate its US$6,500,000 claim against the Debtors with respect to the Owensboro, Kentucky Site; or impair Hampshire's rights to pursue its Claim. Hampshire also asks that the definition of "Permitted Title Exceptions" as to the Owensboro Site be amended to include and encompass all easements and restrictions of record notwithstanding whether an easement or a restriction is specifically identified in the liability transfer agreement. The New York State Department of Environmental Conservation contends that the Debtors did not state what effect the Motion will have on their continuing obligations to the state with respect to the site located in Waterloo, Seneca County, New York. The NYDEC complains that the Debtors did not provide sufficient information to determine the current condition of the 10 properties for parties-in-interest to determine whether the funds to be deposited in the Trust would be adequate to meet the Debtors' remediation obligations for the Site. The Debtors also did not include an estimate of the costs they are obligated to cover under the terms of the Consent Order governing the clean- up of the Waterloo Site or the costs the Debtors are obligated to incur with respect to the other nine properties to allow the state to determine whether the funds to be deposited in the Trust would be adequate to meet the Debtors' remediation obligations at the Site, the NYDEC notes. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally, including Argentina, Australia and Ireland. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Debtors' Disclosure Statement began on Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan expired on July 23, 2007. Estimation of W.R. Grace's asbestos personal injury liabilities commenced on January 14, 2008. At Dec. 31, 2006, the W.R. Grace's balance sheet showed total assets of US$3,620,400,000 and total debts of US$4,189,100,000. As of November 30, 2007, W.R. Grace's balance sheet showed total assets of US$3,335,000,000, and total debts of US$3,712,000,000. (W.R. Grace Bankruptcy News, Issue No. 155; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: BoA's DIP Financing Decreased to US$165 Million --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved Amendment No. 6 to the DIP Facility between W.R. Grace & Co. and its debtor-affiliates and a syndicate of lenders led by Bank of America, N.A., which reduces the amount of revolving loans and face amount of letters of credit permitted to a maximum of US$165,000,000, and extends the expiration date of the DIP Facility to the earlier of April 1, 2010, or the Debtors' emergence from Chapter 11. Three lenders committed to provide US$165,000,000, of DIP Loans to the Debtors: Lender Commitment ------ ---------- Bank of America, N.A. US$100,000,000 The CIT Group/Business Credit, Inc. 40,000,000 PNC Bank, National Association 25,000,000 The Amendment also permits the increase of commitments of existing lenders and commitments by new lenders up to an aggregate maximum amount of US$250,000,000. The Debtors disclose in a regulatory filing with the Securities and Exchange Commission that they have no revolving loans and US$61,400,000 of standby letters of credit issued are outstanding under the DIP Facility. The letters of credit and other holdback provisions under the DIP Facility reduce the aggregate unused availability for revolving loans and letters of credit to US$103,600,000, the Debtors say. The letters of credit were issued mainly for trade-related matters like performance bonds, as well as certain insurance and environmental matters. A full-text copy of DIP Amendment No. 6 is available for free at http://ResearchArchives.com/t/s?2a0a About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally, including Argentina, Australia and Ireland. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Debtors' Disclosure Statement began on Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan expired on July 23, 2007. Estimation of W.R. Grace's asbestos personal injury liabilities commenced on January 14, 2008. At Dec. 31, 2006, the W.R. Grace's balance sheet showed total assets of US$3,620,400,000 and total debts of US$4,189,100,000. As of November 30, 2007, W.R. Grace's balance sheet showed total assets of US$3,335,000,000, and total debts of US$3,712,000,000. (W.R. Grace Bankruptcy News, Issue No. 155; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) * ARGENTINA: Meeting With France May Help Paris Club Debt Talks --------------------------------------------------------------- Argentina's President Cristina Fernandez de Kirchner's meeting with French President Nicolas Sarkozy may bring "new stimulus" to negotiations with the Paris Club over Argentina's US$6.3 billion debt, Reuters reports. Argentine Economy Minister Martin Lousteau told journalists during the Inter-American Development Bank meeting in Miami, "The trip of the Argentine president to France, where she is expected to meet the French president, means a change in the quality (of the talks)." Reuters relates that Argentina defaulted in debt payments in late 2001 and made an early repayment of about US$10 billion owed to the International Monetary Fund in 2005. It is still negotiating its remaining debt with the Paris Club, which is composed of 19 creditor nations. Argentina had met twice with creditors in Paris early this year, with the first meeting taking place in February and was followed by talks in March, Reuters says, citing Minister Lousteau. Minister Lousteau told Reuters that the two meetings were aimed at setting the pace for an agreement for Argentina to pay what it owes Paris Club. The Minister denied to Reuters that Argentina made a cash offer to pay some of its debt. "The technical meeting [in March] discussed issues related to the macroeconomic situation of Argentina and a sustainability analysis," Minister Lousteau commented to Reuters. Reuters notes that since defaulting in its debt payments, Argentina's economy has boomed and the nation has been facing increasing pressures to pay its debt as it has accumulated over US$50 billion in reserves. Any agreement with the Paris Club would have to respect Argentina's sovereignty and give the nation time to pay the debt, Minister told Reuters. According to Reuters, Minister Lousteau ruled out any involvement of the IMF as part the negotiations. He told Reuters that it's "non-negotiable." ============= B E R M U D A ============= SECURITY CAPITAL: Receives NYSE Notice of Non-Compliance -------------------------------------------------------- Security Capital Assurance Ltd. has received notification from the New York Stock Exchange advising it that the company was not in compliance with a NYSE continued listing standard applicable to its common shares. In the notification received on April 3, 2008, the NYSE advised Security Capital that its common shares were "below criteria" for the average price of a security. According to the NYSE Price Criteria for Common Shares, a company is considered to be below compliance standards if the average closing price of a security as reported on the consolidated tape is less than US$1.00 over a consecutive 30 trading-day period. As of April 1, 2008, the company's common shares reached a 30 trading- day average closing price of US$0.98. The company notified the NYSE that it intends to cure the average price deficiency and maintain its listing. However, there can be no assurance that the company will be successful in its attempt to cure the deficiency. Security Capital Assurance Ltd. (NYSE: SCA) -- http://www.scafg.com-- is a Bermuda-domiciled holding company whose primary operating subsidiaries, XL Capital Assurance Inc. and XL Financial Assurance Ltd, provide credit enhancement and protection products to the public finance and structured finance markets throughout the United States and internationally. * * * As reported in the Troubled Company Reporter-Latin America on April 2, 2008, Standard & Poor's Ratings Services lowered its rating on Security Capital Assurance Ltd.'s series A perpetual noncumulative preference shares to 'D' from 'C'. At the same time, S&P removed the rating from CreditWatch with negative implications. The rating action follows the company's failure to make its March 31, 2008, dividend payment. =========== B R A Z I L =========== ABITIBIBOWATER INC: Unit's Exchange Offer for 3 Notes Ends ---------------------------------------------------------- AbitibiBowater Inc. disclosed that the exchange offers by Abitibi-Consolidated Company of Canada, an indirect subsidiary of AbitibiBowater, expired at 12:00 midnight, New York City time, on April 4, 2008. The exchange offers were for the 6.95% Senior Notes due 2008, 5.25% Senior Notes due 2008 and 7.875% Senior Notes due 2009. Approximately 89.4% of the outstanding 6.95% Senior Notes, 92.1% of the outstanding 5.25% Senior Notes and 94.8% of the outstanding 7.875% Senior Notes were validly tendered in the exchange offers. As a result, ACCC issued an aggregate of approximately US$292.9 million principal amount of 15.5% Senior Notes due 2010 and approximately US$217.7 million in cash including payment of accrued interest to tendering note holders in connection with the exchange offers. As reported in the Troubled Company Reporter on March 12, 2008, AbitibiBowater Inc. commenced private offers to exchange notes in a private placement for a combination of cash and new 15% Senior Notes due 2010 to be issued by Abitibi-Consolidated Company of Canada. Old notes include: (i) 6.95% Senior Notes due 2008 of Abitibi- Consolidated Inc., a subsidiary of ABH; (ii) 5.25% Senior Notes due 2008 of ACCC, a subsidiary of ACI; and (iii) 7.875% Senior Notes due 2009 of Abitibi-Consolidated Finance L.P., a subsidiary of ACI. About AbitibiBowater Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH) -- http://www.abitibibowater.com/-- was formed as a result of the combination of Abitibi-Consolidated Inc. and Bowater Incorporated. Pursuant to the transaction, Abitibi- Consolidated Inc. and Bowater Incorporated became subsidiaries of AbitibiBowater. The company produces a wide range of newsprint, commercial printing papers, market pulp and wood products and markets these products to more than 90 countries. Following the required divestiture agreed to with the U.S. Department of Justice, AbitibiBowater will own or operate 27 pulp and paper facilities and 35 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. The company also has newsprint sales offices in Brazil and Singapore. The company's shares also trade at the Toronto Stock Exchange under the stock symbol ABH. * * * As reported in the Troubled Company Reporter on April 3, 2008, Fitch Ratings expects to assign a 'CCC/RR1' rating to Abitibi- Consolidated Inc.'s new US$400 million 364-day senior secured term loan and new US$413 million senior secured 13.75% notes due 2011. ACI's new 15.5% senior unsecured notes due 2010 being issued as partial consideration for the tender of upcoming maturing bonds have been assigned an expected rating of 'CC/RR4'. ABITIBIBOWATER INC: Bowater Unit Amends Credit Agreements --------------------------------------------------------- Bowater Incorporated, a subsidiary of AbitibiBowater Inc., and certain of Bowater's direct and indirect subsidiaries, entered into amendments, dated as March 31, 2008, to Bowater's U.S. and Canadian credit agreements. The Amendment to the U.S. credit agreement was entered into among Bowater and certain of the company's subsidiaries; certain lenders; and Wachovia Bank, National Association, as Administrative Agent for the various lenders under that credit agreement. The Amendment to the Canadian credit agreement was entered into among Bowater; Bowater Canadian Forest Products Inc., an indirect subsidiary of Bowater; and certain of the company's subsidiaries; certain lenders; and The Bank of Nova Scotia, as Administrative Agent for the lenders. The Amendments principally: i) withdraw the requirement that Bowater transfer the Catawba, South Carolina mill assets and related operations to a new subsidiary of Bowater; ii) require that Bowater transfer the stock in subsidiaries owning the Coosa Pines and Grenada assets to AbitibiBowater and grant the lenders first-ranking mortgages on such assets before April 30, 2008; iii) amend the "change in control" definition so that following the conversion into equity of the US$350 million aggregate principal amount of AbitibiBowater 8.0% Convertible Notes due 2013 issued to Fairfax Financial Holdings Limited on April 1, 2008, no person or group may own more than 50% of the voting stock of AbitibiBowater, as compared to 30% prior to the Amendments; iv) provide an unsecured guarantee by AbitibiBowater of obligations under the U.S. credit agreements; v) permit AbitibiBowater to incur the AbitibiBowater Convertible Debt and permit Bowater to send distributions to AbitibiBowater to service interest on such debt so long as certain conditions are satisfied; vi) permit Bowater to send distributions to AbitibiBowater to fund 50% of AbitibiBowater's overhead expenses plus, if no default exists, up to US$10,000,000 per year; vii) impose additional reporting obligations on Bowater and implement more extensive eligibility criteria for the assets that may be used in determining the borrowing base under the facility, thereby reducing the funds available under the credit facility; and viii) extend until April 15, 2008, the time for delivery of Bowater's 2007 audited financial statements, related compliance and other certificates and its 2008 annual business plan and projections. A full-text copy of the Fourth Amendment, dated as of March 31, 2008, to the U.S. Credit Agreement dated as of May 31, 2006, is available for free at http://researcharchives.com/t/s?2a1e A full-text copy of the Fourth A