TCRLA_Public/080619.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Thursday, June 19, 2008, Vol. 9, No. 121

                            Headlines


A R G E N T I N A

ALITALIA SPA: Transport Commissioner Vows Fair Probe Over Loan
BAIRES MEAT: Trustee Verifies Proofs of Claim Until Sept. 22
MEDICAL LASER: Files for Reorganization in Buenos Aires Court
RESIDENTIAL CAPITAL: Moody's Junks Ratings on Continued Losses
UTSTARCOM INC: Board Taps Peter Blackmore as Chief Executive


B E R M U D A

BRUNSWICK COMPANY: Sets Shareholders Meeting for June 26
CONTINUUM REINSURANCE: Proofs of Claim Filing Is Until June 27
CONTINUUM REINSURANCE: Final Shareholders Meeting Is on July 18
ECG HOLDING: Proofs of Claim Filing Deadline Is June 27
ECG HOLDING: Sets Final Shareholders Meeting for July 17

HAWKEYE GLOBAL: Supreme Court to Hear Wind-Up Petition on July 4
MALIBU INSURANCE: Proofs of Claim Filing Deadline Is June 25
MALIBU INSURANCE: Sets Final Shareholders Meeting for July 16
MORPHEX BERMUDA: Assets Insufficient to Cover Wind-Up Expenses


B R A Z I L

BANCO NACIONAL: Hints BRL3.15 Toll for Bahia Highway Concession
BANCO NACIONAL: Inks BRL625.2 Mln Deal With Logistica Intermodal
BEAR STEARNS: Hedge Fund Managers Could Face Indictment
BRASKEM SA: CMAI Issues Strategic Global Business Report On Firm
BRASKEM SA: May Seek Partner for Green Polyethylene Production

DUERR AG: Moody's Revises Outlook to Positive; Affirms Ratings
FIDELITY NAT'L: Fitch to Lift Ratings After Lender Biz Spin Off


C A Y M A N  I S L A N D S

BLUE TECHNOLOGY: Proofs of Claim Filing Deadline Is June 26
GOTTBETTER CAPITAL: Proofs of Claim Filing Is Until June 26
GSC CREDIT: Deadline for Proofs of Claim Filing Is June 26
MV FUNDING: Proofs of Claim Filing Is Until June 26
OLD MUTUAL: Deadline for Proofs of Claim Filing Is June 26

OLD MUTUAL SPECTRUM: Proofs of Claim Filing Is Until June 26
SIXTINA 12: Deadline for Proofs of Claim Filing Is June 26
SIXTINA 12 QI: Proofs of Claim Filing Is Until June 26
SIXTINA 16: Deadline for Proofs of Claim Filing Is June 26
SIXTINA 16 CAMPBELL: Proofs of Claim Filing Is Until June 26

SIXTINA 18: Proofs of Claim Filing Deadline Is June 26
SIXTINA 18 ANAKENA: Proofs of Claim Filing Is Until June 26
SPENCER HOUSE: Proofs of Claim Filing Deadline Is June 26
SPENCER HOUSE CAPITAL: Proofs of Claim Filing Is Until June 26
SPENCER HOUSE CAPITAL JAPAN: Claims Filing Deadline Is June 26

SPENCER HOUSE EUROPEAN: Deadline for Claims Filing Is June 26
SPENCER HOUSE EUROPEAN MASTER: Claims Filing Is Until June 26
SPENCER HOUSE MALACCA: Proofs of Claim Filing Is Until June 26


C H I L E

CORPORACION NACIONAL: Loses Four Executives to Rival Firms
FIDELITY NATIONAL: Fitch Eyes IDR Lift to BB+ After LPS Spin-off


D O M I N I C A N  R E P U B L I C

PRC LLC: Bank of America, et al., Oppose Plan of Reorganization
PRC LLC: Reaches Agreement With DIRECTV on Asset Purchase
PRC LLC: Files Supplements to Joint Plan of Reorganization


G U A T E M A L A

CLAIRE'S STORES: Posts US$35.6MM Net Loss in Quarter Ended May 3


J A M A I C A

AIR JAMAICA: Small Islands Ask Airline to Boost Flights
AIR JAMAICA: Wastes Public Funds, People's National Party Says


M E X I C O

ASARCO LLC: Grupo Mexico Confirms Full Payment Proposal Details
ASARCO LLC: Grupo Mexico Chief Denies Looting Charges
AXTEL SAB: Initiates Telecommunication Operations in Culiacan
BHM TECHNOLOGIES: Trustee Appoints 7-Member Creditors Committee
BHM TECHNOLOGIES: US Trustee Objects to Alixpartners as Advisors

BHM TECHNOLOGIES: US Trustee Objects to Kurtzman as Claims Agent
BHM TECHNOLOGIES: Trustee Objects to White & Case as Counsel
BHM TECHNOLOGIES: US Trustee Wants Claims Bar Date Motion Nixed
CARDTRONICS INC: Launches 9.250% Senior Notes Exchange Offer
CARDTRONICS INC: Two Class I Directors Re-Elected to Board

QUIKSILVER INC: Moody's Reviews Ba3 Ratings and May Downgrade
QUIKSILVER INC: Posts US$206MM Net Loss in Qtr. Ended April 30
SANLUIS CORP: Fitch Puts B-/RR4/CCC+ Ratings on Negative Watch
WEST CORP: Affiliate Completes Tender Offer for Genesys' Shares
* TONOLA MUNICIPALITY: Moody's Cuts Local Currency Rating to B1


P A N A M A

CHIQUITA BRANDS: Clarifies Comments About 2008 Outlook
* PANAMA: S&P Sees Robust Cash Flow After Panama Canal Expansion


P E R U

PSEG ENERGY: Unit to Sell Chilean SAESA Group For US$870 Million


P U E R T O  R I C O

HOME INTERIORS: Disclosure Statement Hearing to Continue Aug. 21
HOME INTERIORS: Gets OK to Hire Equity Partners as Sales Broker
HOME INTERIORS: Taps Judd Thomas as Tax Preparation Consultants
HOME INTERIORS: Taps PricewaterhouseCooper as Tax Advisor
HOME INTERIORS: Wants to Continue Engagement of PwC as Auditor


U R U G U A Y

NAVIOS MARITIME: Sponsoring Navios Maritime Acquisition Corp.


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Drills First Offshore Natural Gas Well
PETROLEOS DE VENEZUELA: Gov't Uninformed on Cemex Share Sale
PETROLEOS DE VENEZUELA: Monomeros Buys 77.5% Stake in Gravetal


                         - - - - -


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

ALITALIA SPA: Transport Commissioner Vows Fair Probe Over Loan
--------------------------------------------------------------
Antonio Tajani, Transport Commissioner of the European
Commission, said he will be objective in conducting the probe
into the Italian government's EUR300-million financing to
Alitalia S.p.A., Reuters reports.

Mr. Tajani, a lawmaker close to Italian Prime Minister Silvio
Berlusconi, replaced Franco Frattini as Italy's representative
to the EU.

"Whenever the Commission feels treaties are not being respected,
the Commission has to intervene," Mr. Tajani was quoted by
Reuters as saying.  "I will behave in exactly the same way
regardless of which country we are talking about."

The European Commission commenced June 11, 2008, an in-depth
probe into the emergency funding, which may last up to 18
months.  The Italian government must prove that the loan was
offered to Alitalia on commercial terms and does not constitute
illegal state aid.

Under EU's "one time, last time" principle, a company
beneficiary of a state aid cannot receive additional rescue or
restructuring funding within 10 years since its accepted
financial assistance.  Alitalia cannot receive further aid until
2011, since it took fiscal assistance in 2001.

"On Alitalia I have behaved as a European commissioner," Mr.
Tajani added.  "I didn't first look at my passport, even though
I was born in Rome.  I wasn't going to pass the burden of this
subject on to another commissioner."

                         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, including United States, Canada,
Japan and Argentina.  The Italian government owns 49.9% of
Alitalia.

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, EUR625.6 million
in 2006, and EUR494.64 million in 2007.


BAIRES MEAT: Trustee Verifies Proofs of Claim Until Sept. 22
------------------------------------------------------------
Ulderico Laudren, the court-appointed trustee for Baires Meat
SRL's bankruptcy proceeding, will be verifying creditors'
proofs of claim until Sept. 22, 2008.

Mr. Laudren will present the validated claims in court as  
individual reports.  The National Commercial Court of First
Instance No. 1 in Buenos Aires, with the assistance of Clerk
No. 2, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Baires Meat 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 Baires Meat's
accounting and banking records will be submitted in court.

La Nacion didn't state the submission dates for the reports.

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

The debtor can be reached at:

           Baires Meat SRL
           Av. Corrientes 1922
           Buenos Aires, Argentina

The trustee can be reached at:

           Ulderico Laudren
           Libertad 293
           Buenos Aires, Argentina


MEDICAL LASER: Files for Reorganization in Buenos Aires Court
-------------------------------------------------------------
Medical Laser SRL has requested for reorganization approval
after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Medical Laser 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. 20 in Buenos Aires.  Clerk No. 39 assists the court
in this case.

The debtor can be reached at:

                    Medical Laser SRL
                    Av. Santa Fe 3192
                    Buenos Aires, Argentina


RESIDENTIAL CAPITAL: Moody's Junks Ratings on Continued Losses
--------------------------------------------------------------
Moody's Investors Service has assigned ratings of Caa2 and Caa3
to Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  
Ratings are under review for downgrade.  Separately the senior
unsecured rating of GMAC LLC was downgraded to B3 from B2 with a
negative outlook.

ResCap's ratings are based on its consistent quarterly losses
(the company recorded its sixth consecutive quarterly loss in
the first quarter of 2008), weak liquidity position and what
Moody's considers to be an impaired franchise.

In regards to liquidity, although the bond exchange reduced
ResCap's liabilities by approximately US$1.7 billion and
extended significant maturities to 2010, ResCap has not proven
it has a business model that can produce the required operating
cash flow to ultimately service these obligations.

ResCap has significant maturities in 2010: senior secured bonds
of US$1.7 billion, senior unsecured bonds of US$1.8 billion, and
the new US$3.5 billion credit facility provided by GMAC.

"Even after this exchange, we believe ResCap's debt levels
remain inconsistent with its long term earnings potential," said
Moody's Vice President and Senior Credit Officer Craig Emrick.

ResCap also lacks sufficient committed contingent liquidity.  
The US$3.5 billion credit facility provided by GMAC replaced the
company's committed, undrawn revolving bank credit facilities of
US$1.75 billion (two lines each with US$875 million capacity)
and has likely been utilized for the following: to pay US$900
million of bonds that matured on June 9, 2008, to fund the
US$1.2 billion modified Dutch auction that was offered as part
of the bond exchange, and transfer to GMAC/prepay a US$1.75
billion bank term loan due in July 2008.

The secured bonds have second and third lien claims on ResCap's
unencumbered assets behind the GMAC credit facility.  Although
we consider this collateral pool to be of poor quality it does
support a notching differential between the various
classifications of debt.

The review will focus on the company's ability to obtain the
cash necessary to remain solvent and maintain compliance with
its debt covenants.  ResCap has stated it must generate
approximately
US$2.0 billion in cash over and above its normal mortgage
finance activities by June 30, 2008 to meet near term liquidity
needs and maintain compliance with the GMAC facility covenant to
maintain US$750 million in cash and cash equivalents (excluding
cash at GMAC Bank).

ResCap has raised approximately US$1.2 billion and has plans to
raise an additional US$800 million primarily through various
asset sales and secured borrowing facilities with its parents
(both GMAC and Cerberus).  The ability of ResCap to complete
these transactions, and their sufficiency to meet ResCap's cash
needs, remains uncertain.

Assignments:

  -- Issuer: Residential Capital, LLC

  -- Senior Secured Regular Bond/Debenture, Assigned Caa2

  -- Junior Secured Regular Bond/Debenture, Assigned Caa3

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.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.


UTSTARCOM INC: Board Taps Peter Blackmore as Chief Executive
------------------------------------------------------------
The board of directors of UTStarcom, Inc. appointed Peter
Blackmore as the company's chief executive officer, effective
July 1, 2008.  Mr. Blackmore also will join UTStarcom's board.

The appointment is consistent with UTStarcom's previously
disclosed succession strategy.  Mr. Blackmore, 61, succeeds Hong
Liang Lu, 53, who will become the company's executive chairman
of the board.  In addition to his role as executive chairman,
Mr. Lu will focus externally as an ambassador of UTStarcom, with
particular emphasis on Asia, and will analyze and recommend new
business model and technology strategies to enhance UTStarcom’s
competitive position.  Mr. Lu will remain a full-time employee
of the company.

In addition, UTStarcom disclosed that Thomas Toy, currently
chairman of the board, will assume the role of lead director on
July 1.

"Since joining UTStarcom in 2007, Peter has been a driving
force.  Under his leadership, the company undertook a broad
strategic review resulting in a new strategy that focuses on the
core business areas of multimedia and broadband and specific
geographic markets with the best growth opportunities," Mr. Hong
Lu noted.  "He also enhanced internal operations and continues
to drive the company toward operational excellence.  We've made
significant progress against our stated strategy and Peter has
gained the respect and admiration of UTStarcom's 5,000 employees
around the world as well as that of our key customers and
partners.  I look forward to continuing to work with Peter and
the board in my new role."

"I am honored to assume the CEO role from Hong, one of the
telecommunications industry’s true global visionaries," Mr.
Blackmore said.

"Over the past year, UTStarcom has made great strides, and I'm
proud of the people and innovative technologies that made our
successes possible.  As we continue to focus on executing our
strategy and delivering our customers the most compelling
solutions available, we'll fully realize our excellent
potential."

Mr. Blackmore joined UTStarcom as president and chief operating
officer from Unisys, where he served as executive vice president
in charge of worldwide sales, marketing and technology since
2005. Prior to Unisys, he was with Hewlett-Packard Company, a
global technology solutions provider, serving as executive vice
president of the Customer Solutions Group (2004) and executive
vice president of the Enterprise Systems Group (2002-2004).  
From 1991 until its acquisition by Hewlett-Packard in 2002,
Blackmore was with Compaq Computer Corporation, serving in a
number of senior management positions, most recently as
executive vice president of worldwide sales and services (2000-
2002).

Mr. Lu, a Taiwan China-born, US-educated (Berkeley)
entrepreneur, founded UTStarcom in 1991 as Unitech Telecom,
focusing on the telecommunications market in China.  In 1995,
Unitech merged with Starcom Networks to form UTStarcom.

Under Mr. Lu's leadership, UTStarcom launched the Personal
Access System, a low-cost wireless alternative with more than 50
million subscribers in China.  As the first large-scale
deployment of affordable cellular technology in rural China, PAS
is a widely known and respected technology in the
telecommunications industry.

Also during Mr. Lu's tenure, UTStarcom went public in March
2000, and then made a series of acquisitions expanding its
business and technology beyond its base in China to other
developing economies in Asia and Latin America as well as to
Japan, the United States and Europe.  UTStarcom acquired several
companies to expand its technology portfolio and market
opportunities in areas such as broadband and IP-based
communications.

                      About UTStarcom Inc.

Headquartered in Alameda, Calif., UTStarcom Inc. (Nasdaq: UTSI)
-- http://www.utstar.com/-- provides IP-based, end-to-end   
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.  
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.  The company has
offices in Argentina, Brazil and Mexico.

                    Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring net losses,
negative cash flows from operations and significant debt
obligations.  

On March 3, 2008, the company repaid the convertible
subordinated notes of US$289.5 million which included a
principal payment of US$274.6 million and the accrued interest
of US$14.9 million.

The company reported an operating loss of US$30.9 million for
the quarter ended March 31, 2008.  



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

BRUNSWICK COMPANY: Sets Shareholders Meeting for June 26
--------------------------------------------------------
Brunswick Company Limited will resume a shareholders meeting on
June 26, 2008, at 2:30 p.m. at Conyers Dill & Pearman, 2nd
Floor, Richmond House, Par-la-Ville Road, Hamilton, Bermuda.  
Registration will start at 2:00 p.m.  The meeting was adjourned
on May 28, 2008.

Shareholders who haven't received personal notice may contact
Lakilah Spencer on 295-1422 ext. 4190 to obtain a copy of the
package forwarded to all registered shareholders.

The company can be reached at:

           Brunswick Company Limited
           c/o Registrar of Companies
           Government Administration Building
           Parliament Street
           Hamilton, Bermuda


CONTINUUM REINSURANCE: Proofs of Claim Filing Is Until June 27
--------------------------------------------------------------
Continuum Reinsurance Company Ltd.'s creditors are given until
June 27, 2008, to prove their claims to Robin J. Mayor, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Continuum Reinsurance's shareholders agreed on June 11, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


CONTINUUM REINSURANCE: Final Shareholders Meeting Is on July 18
---------------------------------------------------------------
Continuum Reinsurance Company Ltd. will hold its final general
meeting on July 18, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Continuum Reinsurance's shareholders agreed on June 11, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


ECG HOLDING: Proofs of Claim Filing Deadline Is June 27
-------------------------------------------------------
ECG Holding Ltd.'s creditors are given until June 27, 2008, to
prove their claims to Robin J. Mayor, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

ECG Holding's shareholders agreed on June 11, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


ECG HOLDING: Sets Final Shareholders Meeting for July 17
--------------------------------------------------------
ECG Holding Ltd. will hold its final general meeting on
July 17, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

ECG Holding's shareholders agreed on June 11, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


HAWKEYE GLOBAL: Supreme Court to Hear Wind-Up Petition on July 4
----------------------------------------------------------------
The Supreme Court of Bermuda will hear a petition to wind up
Hawkeye Global Limited on July 4, 2008, at 9:30 a.m.

Hawkeye Global filed the petition to the Supreme Court on
June 5, 2008.

Any creditor or contributory who wants to support or oppose the
making of an order on the petition may appear at the hearing.  A
copy of the petition will be provided after paying the regulated
charge for the document and by requesting to the attorneys for
the petitioner:

          Conyers Dill & Pearman
          Clarendon House
          2 Church Street
          Hamilton HM 11
          Bermuda

Those who want to attend must write a notice stating the name
and address of the person or the name and address of the firm,
and must be signed by the person or firm, or his or their
attorneys (if any).  The notice must be sent to Conyers Dill &
Pearman not later than 4:00 p.m., Bermuda Time, on July 3, 2008.


MALIBU INSURANCE: Proofs of Claim Filing Deadline Is June 25
------------------------------------------------------------
Malibu Insurance Limited's creditors are given until
June 25, 2008, to prove their claims to Robin J. Mayor, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Malibu Insurance's shareholders agreed on June 9, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


MALIBU INSURANCE: Sets Final Shareholders Meeting for July 16
-------------------------------------------------------------
Malibu Insurance Limited will hold its final general meeting on
July 16, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Malibu Insurance's shareholders agreed on June 9, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


MORPHEX BERMUDA: Assets Insufficient to Cover Wind-Up Expenses
--------------------------------------------------------------
Morphex Bermuda Limited's assets are insufficient to cover the
expenses of the firm's winding up.  Stephen E. Lowe, the firm's
official receiver and provisional liquidator, said that the
firm's affairs don't require any further investigation.

Mr. Lowe gives 28 days notice that he intends to apply to the
Registrar of Companies for Morphex Bermuda's early dissolution.  
Mr. Lowe will no longer perform any duties imposed upon him in
relation to the firm, its creditors or shareholders by virtue of
any provision of The Companies Act.  

The Registrar of Companies will dissolve Morphex Bermuda three
months after receipt of Mr. Lowe's application.

Any creditor or shareholder who believe that:

   a) the realisable assets of the company are sufficient to
      cover the expenses of the winding up; or

   b) the affairs of the company do require further
      investigation; or

   c) for any other reason the early dissolution of the company
      is inappropriate, the creditor or shareholder may apply to
      Mr. Lowe to:

         a) enable the winding up of the company to proceed as
            if this notice had not been issued; and

         b) if the application has been made to the Registrar of
            Companies, to defer the date on which the
            dissolution of the company is to take effect.



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

BANCO NACIONAL: Hints BRL3.15 Toll for Bahia Highway Concession
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
suggested a maximum toll of BRL3.15 for concessions on 667
kilometers of Bahia's BR-116 and BR-324 highways.

Business News America relates that a 25-year concession will be
awarded to the company or consortium that proposes the lowest
toll rate.

According to BNamericas, the draft for the bidding rules say
that the winning bidder will deploy five toll booths on the BR-
116 highway and two on the BR-324 stretch.  Brazil's ground
transportation agency Agencia Nacional de Transportes Terrestres
presented the draft in a public hearing on June 16, 2008.  Banco
Nacional conducted the financial studies for the process.

The winning bidder will invest some BRL2 billion on the two
highways, BNamericas states.

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

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BANCO NACIONAL: Inks BRL625.2 Mln Deal With Logistica Intermodal
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
signed a BRL625.2 million financing contract for Log-In -
Logistica Intermodal S.A. to build five containers ships with
rated capacity to transport 2,700 containers each.  The Growth
Acceleration Program (PAC) covers the construction of vessels.
Estaleiro EISA (RJ) is the shipbuilder in charge and 1,6000
direct jobs will be created.

The units will be constructed in compliance with all standards
and regulations required by the Brazilian Marine Authority,
environmental entities and the Classification Society.  Each of
the ships will carry the Brazilian flag and will be registered
in the Registro Especial Brasileiro (Brazilian Special
Registry).

During the construction, nearly 1.6 thousand direct jobs will be
generated in EISA shipyard.  The first vessel is expected to be
ready by 2010.

Log-In's project will have a positive impact in the decrease of
the cost of coastal trading along the Brazilian coast and in the
transport matrix of Brazil.  The new ships will represent a 115%
growth in the current supply of coastal trading transport.  The
increase in the amount of cargo transported through the sea
tends to reduce emissions of carbon dioxide in the atmosphere.

Transport statistics point out that the transport of containers
in Brazil was approximately 4.4 million units in 2007, which
represents a 15% growth as compared to 1999 and 2007, which is
an evidence of the great expansion potential of this field.

Log-In focuses its performance in the transport and warehousing
of cargo in containers, on medium and long distance mixed
transport and delivery of logistics solutions.

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

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BEAR STEARNS: Hedge Fund Managers Could Face Indictment
-------------------------------------------------------
Kate Kelly of The Wall Street Journal reports that federal
prosecutors are preparing to file criminal charges against Bear
Stearns Cos. managers, Ralph Cioffi and Matthew Tannin, who
oversaw two Bear Stearns hedge funds that have recently
collapsed.

The U.S. Attorney's office in Brooklyn has interviewed witnesses
and other key people, and is set to complete the process this
week.  It has indicated to lawyers with interest in the case
that indictments could be imminent, WSJ reports, citing people
familiar with the matter.

Information obtained by WSJ from one person familiar with the
matter states that the managers could be charged with securities
fraud within the next week, although evidence could emerge that
would change that.

There has been no indication that broader charges are being
contemplated against Bear Stearns, according to the report.

Mr. Cioffi and Mr. Tannin managed two high-profile bond
portfolios for the securities firm's asset-management unit.  
They are suspected of intentionally misleading investors by
hiding the true financial condition of the funds.  The funds
eventually collapsed, costing investors US$1.6 billion and
leading to writedowns of US$387 billion in mortgage and other
holdings around the world.  The writedown figure is according to
the Institute of International Finance Inc., a Washington-based
banking group.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- is a leading financial
services firm serving governments, corporations, institutions
and individuals worldwide. The company's core business lines
include institutional equities, fixed income, investment
banking, global clearing services, asset management, and private
client services.  The company has approximately 14,000 employees
worldwide.

The firm has offices in Atlanta, Boston, Chicago, Dallas,
Denver, Los Angeles, San Francisco and San Juan.  In addition to
London, the firm maintains an international presence with
offices in Beijing, Dublin, Hong Kong, Lugano, Milan, Sao Paulo,
Shanghai, Singapore, and Tokyo.

The TCR-LA reported that Bear Stearns stockholders approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.  Approximately 84% of
shares voted were in favor of the merger,  representing a
substantial majority of Bear Stearns' outstanding common stock.
The Wall Street Journal reports that the value of the
transaction  is about US$1.4 billion, a large difference from
the US$25 billion market capitalization value in early 2007
before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to
receive 0.21753 shares of JPMorgan Chase common stock and Bear
Stearns will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

In December 2007, Fitch Ratings' affirmed its Negative Outlook
for The Bear Stearns Companies Inc. following the announcement
of the company's fiscal year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BRASKEM SA: CMAI Issues Strategic Global Business Report On Firm
----------------------------------------------------------------
Chemical Market Associates, Inc., has recently completed the
Chemical Company Analysis on Braskem SA, the second company
report of the 2008 Edition.  The report includes strategic
direction, financial overviews, global chemical business
operations/positions, chemical manufacturing site descriptions
and chemical product material balances for Braskem SA.

Braskem's business strategy focuses on attaining three goals:  
In Brazil, the company is instrumental in the ongoing
consolidation process of the petrochemical industry aimed at
creating a single base chemical and polymer producer that is
large enough to compete globally.  The second goal pertains to
Braskem's expansion program and includes obtaining access to
competitive raw materials and progress in the company's
internationalization process.  Both objectives are incorporated
in Braskem's planned investment projects in Venezuela and Peru.  
Innovation and technological autonomy constitute the third set
of guiding principles.  Braskem's efforts in innovation
culminated in the development of "green" polymers that are
produced from sugarcane based ethanol.

The Chemical Company Analysis is a multi-client service aimed at
analyzing the structure, dynamics, competition and strategic
issues of global and regional chemical industry participants.  
The 2008 Edition includes company reports on Chevron Phillips
Chemical, Braskem, PetroChina, Total Petrochemical, Borealis and
Mitsubishi Chemical.  Company reports that were published in the
2007 Edition of the Chemical Company Analysis are Lyondell,
DuPont, SINOPEC, ExxonMobil Chemical, Shell Chemicals, Westlake,
and Titan, as well as a supplemental report on the pro-forma
combined assets of LyondellBasell Industries.

                            About CMAI

Chemical Market Associates, Inc. is a petrochemical, plastics
and fibers consulting firm that services a wide range of
companies all over the world.  Since 1979, the company's goal
has been to provide accurate, timely consulting services for the
worldwide industries that it covers.  The company maintains
offices in Houston, New York, London, Dubai, Dusseldorf,
Singapore and Shanghai.  Clients include chemical and oil
companies, engineering & construction companies, banking and
financial institutions, plastic converters, grocers/retailers,
government agencies and trading companies.

                        About Braskem

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

                           *     *    *

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

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.  

On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


BRASKEM SA: May Seek Partner for Green Polyethylene Production
--------------------------------------------------------------
Braskem SA Chairperson Jose Carlos Grubisich told
NoticiasFinancieras that the firm hasn't discarded the idea of
finding a partner for the production of green polyethylene.

Mr. Grubisich commented to NoticiasFinancieras, "Although we are
fully capable of doing it on our own."

Many firms have expressed interest in the product,
NoticiasFinancieras says, citing Mr. Grubisich.  Brazil "might
become a product launcher," Mr. Grubisich added.

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

                           *     *    *

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

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.  

On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


DUERR AG: Moody's Revises Outlook to Positive; Affirms Ratings
--------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive
from stable on Duerr AG's B2 corporate family rating.  The B2
corporate family as well as the Caa1 rating on Duerr AG's
EUR200 million senior subordinated notes (LGD 5, 83%) have been
affirmed.

Rainer Neidnig, lead analyst at Moody's for Duerr, said: "The
outlook change to positive was prompted by Duerr's steadily
improving operating performance as well as the recent equity
capital increase of EUR 44 million which, in combination,
markedly improved Duerr's credit profile."  The positive outlook
reflects Moody's expectation that Duerr will (i) at least
maintain the recent improvements in its operating performance
and earnings, and (ii) replace or extend its existing revolving
credit facility expiring in 2009 in due course.  In such case,
Duerr's corporate family rating could be upgraded to B1 in
relative short order.

After a period of depressed profitability with the trough seen
in 2005, Duerr has reported gradual but steady improvements in
its operating results as evidenced in an EBITA margin that has
increased to 3.9% by 2007 up from 1.3% in 2005.  In Moody's view
this positive trend is attributable to both internal and
external factors.  In particular, Duerr benefits from an
enhanced operating footprint owing to its FOCUS restructuring
program concluded in 2007.  At the same time the benign economic
environment with strong investment activity in the automotive
industry has helped to increase revenues and reach a record
order book of EUR 1.2 billion per March 2008 (Dec 2006:
EUR 0.8 billion).  Moody's notes positively that Duerr also
managed to translate the improving profitability and better
earnings into higher cash flow and decreasing leverage.  In
2007, Duerr reported a positive Free Cash Flow of EUR 17 million
-- following three years of negative Free Cash Flow -- and the
RCF/Net Debt ratio improved to 14% after 5% in 2006.  Duerr also
started well into 2008 which resulted in a further decrease in
leverage ratios such as Debt/EBITDA of 4.2x per Q1/2008 after
5.0x in 2007 and 5.5x in 2006.  Pro forma for the anticipated
debt reduction from the EUR 44 million equity increase the ratio
would have stood at 3.7x per Q1/2008.

Despite the described positive trends and developments Moody's
points out that the assigned ratings also consider various risks
and market challenges associated with Duerr's business profile.

In particular, Moody's cautions that execution risk related to
larger projects is typical for the industry, especially as Duerr
is moving more and more into emerging markets.  Moody's also
cautions that unfavourable exchange rates could impact the
company's competitive position or earnings through currency
translation and that rising raw material prices could
potentially affect margins in the mechanical engineering
business or the execution of projects in the plant engineering
business.

Headquartered in Stuttgart, Germany, Duerr is a leading plant
and mechanical engineering group with 47 locations in 21
countries.  The group generates about 85% of revenues with
automobile manufacturers and their suppliers but increasingly
supplies sectors such as aviation, mechanical engineering,
chemical, pharmaceutical or printing.  Duerr's product offering
includes paint shops, assembly systems, balancing and diagnostic
systems, industrial cleaning systems and related services.  The
group holds strong market positions in all of its activities,
e.g. a 40% global market share in paint shops and painting lines
which account for approximately half of the group's revenues. In
2007, Duerr recorded revenues of EUR 1,477 million with almost
6,000 employees.

Headquartered in Stuttgard, Germany, The Duerr Group
-- http://www.durr.com/en/-- supplies products, systems, and
services for automobile manufacturing.  Duerr designs and builds
paint shops and final assembly plants.

The Duerr Group also operates in Czech Republic, France, U.K.,
Italy, Netherlands, Poland, Russia, Slovakia, Spain, Turkey,
Australia, Brazil, China, India, Japan, Mexico, South Africa,
South Korea and the U.S.A.


FIDELITY NAT'L: Fitch to Lift Ratings After Lender Biz Spin Off
---------------------------------------------------------------
Based on Fitch's review of the remaining operations of Fidelity
National Information Systems following the expected spin off the
company's Lender Processing Services business into a separately
traded public entity planned for early July 2008, Fitch now
expects to upgrade these Fidelity ratings:

  -- Issuer Default Rating to 'BB+' from 'BB';

  -- US$900 million secured revolving credit facility to 'BBB-'
     from 'BB+';

  -- Secured term loan to 'BBB-' from 'BB+';

  -- 4.75% senior notes (equally and ratably secured with the
     bank facility) to 'BBB-' from 'BB+'.

The Rating Outlook is expected to be Stable.

The ratings upgrade is based on the following considerations:

  -- Fitch believes that Fidelity's greater focus on integrating
     acquired assets and executing on cross-selling
     opportunities should enable the company to reduce debt with
     excess free cash flow given Fidelity's reduced focus on an
     acquisition growth strategy.

  -- Fidelity has completed its acquisition and integration of
     EFunds and is on track to achieve US$65 million in annual
     cost synergies over the next two years which represents 200
     basis points in incremental margin.

  -- Fitch believes the expected spin-off of the company's LPS
     business into a separately traded publicly entity is
     neutral to Fidelity's overall risk profile.

The ratings and Stable Outlook are supported by these
considerations:

  -- A significant portion of Fidelity's revenue is recurring in
     nature under multi-year contracts.

  -- Fidelity offers a diversified product portfolio serving
     several market segments, including small regional financial
     institutions, large tier-one financial institutions and
     retailers.

  -- Fidelity serves a diverse customer base of over 13,000
     financial institutions with more than 20% of its revenue
     from outside the U.S.

  -- Fitch estimates pro forma leverage to be 3.1 times and
     expects this figure to decline to below 3.0x in the next
     year through debt reduction and EBITDA growth.  Fitch
     expects free cash flow to range upwards of US$300 million
     in the next year with opportunity for growth, particularly
     as the company's capital spending is reduced.

Ratings concerns include:

  -- Achieving revenue growth targets through cross-selling
     incremental products and services across the company's
     customer base could be challenging given the presence of
     well-capitalized and well-established competitors in a
     market with historically low customer churn rates.

  -- Fidelity's primary competitors in both the card and core
     processing markets are both larger and well entrenched.

  -- Potential use of free cash flow to fund share buybacks or
     acquisitions in lieu of debt reductions, although the
     company's Term A Loan does have a mandatory yearly
     amortization schedule.

  -- Fidelity's free cash flow conversion rate, as a percentage
     of EBITDA, is below the average peer ratio.

Liquidity as of March 31, 2008 was solid with US$328 million in
cash and approximately US$570 million available on a US$900
million secured revolving credit facility maturing January 2012.  
Fitch expects pro forma 2008 free cash flow to approach
US$300 million and further support liquidity.  Total debt as of
March 31, 2008 was US$4.3 billion and consisted of US$330
million drawn on the secured revolving credit facility, US$2
billion in a secured term loan A maturing January 2012, US$1.6
billion in a secured term loan B maturing in January 2014, and
US$200 million in unsecured notes maturing September 2008.

Fitch expects the company to repay the US$1.6 billion term loan
B in conjunction with its spin-off of LPS, which has separately
refinanced the full amount of the term loan, resulting in pro
forma debt of US$2.7 billion.

Based in Jacksonville, Florida, Fidelity National Financial,
Inc. (NYSE:FNF) -- http://www.fnf.com/-- provides title
insurance, specialty insurance, claims management services and
information services.  FNF is one of the nation's largest title
insurance companies through its title insurance underwriters --
Fidelity National Title, Chicago Title, Ticor Title, Security
Union Title and Alamo Title -- that issue approximately 28% of
all title insurance policies in the United States.  FNF also
provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance business.
FNF also provides outsourced claims management services to large
corporate and public sector entities through its minority-owned
subsidiary, Sedgwick CMS.  FNF is also an information services
company in the human resource, retail and transportation markets
through another minority-owned subsidiary, Ceridian Corporation.

FIS maintains a strong global presence, serving over 7,800
financial institutions in more than 60 countries worldwide,
including Brazil, Chile and Japan.



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

BLUE TECHNOLOGY: Proofs of Claim Filing Deadline Is June 26
-----------------------------------------------------------
Blue Technology Fund Ltd.'s creditors have until June 26, 2008,
to prove their claims to Avalon Management Limited, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Blue Technology's shareholder decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House,
                Mary Street, P.O. Box 1180,
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Mourant de Feu & Jeune
                P.O. Box 1348, Grand Cayman,
                Cayman Islands
                Telephone: (+1) 345 949 4123
                Fax: (+1) 345 949 4647    


GOTTBETTER CAPITAL: Proofs of Claim Filing Is Until June 26
-----------------------------------------------------------
Gottbetter Capital Global Ltd.'s creditors have until
June 26, 2008, to prove their claims to Stuart K. Sybersma and
Ian A.N. Wight, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Gottbetter Capital's shareholders decided on May 26, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Stuart K. Sybersma and Ian A.N. Wight
                Attn: Jessica Turnbull
                c/o Deloitte, Cayman Islands
                P.O. Box 1787GT, Grand Cayman
                Cayman Islands
                Telephone: (345) 949 7500
                Fax: (345) 949 8258


GSC CREDIT: Deadline for Proofs of Claim Filing Is June 26
----------------------------------------------------------
GSC Credit Strategies Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to Jan Neveril and Bobby
Toor, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

GSC Credit's shareholder(s) decided on May 15, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


MV FUNDING: Proofs of Claim Filing Is Until June 26
---------------------------------------------------
MV Funding Ltd.'s creditors have until June 26, 2008, to prove
their claims to Mora Goddard and Emile Small, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

MV Funding's shareholder(s) decided on May 15, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Mora Goddard and Emile Small
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


OLD MUTUAL: Deadline for Proofs of Claim Filing Is June 26
----------------------------------------------------------
Old Mutual Spectrum Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to John Sutlic and Warren
Keens, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Old Mutual's shareholder decided on May 15, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                John Sutlic and Warren Keens
                c/o Close Brothers (Cayman) Limited
                Fourth Floor, Harbour Place
                P.O. Box 1034, Grand Cayman,
                Cayman Islands

Contact for inquiries:

                Kim Charaman
                Telephone: (345) 949 8455
                Fax: (345) 949 8499


OLD MUTUAL SPECTRUM: Proofs of Claim Filing Is Until June 26
------------------------------------------------------------
Old Mutual Spectrum Plus Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to John Sutlic and Warren
Keens, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Old Mutual's shareholder decided on May 15, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                John Sutlic and Warren Keens
                c/o Close Brothers (Cayman) Limited
                Fourth Floor, Harbour Place
                P.O. Box 1034, Grand Cayman,
                Cayman Islands

Contact for inquiries:

                Kim Charaman
                Telephone: (345) 949 8455
                Fax: (345) 949 8499   


SIXTINA 12: Deadline for Proofs of Claim Filing Is June 26
----------------------------------------------------------
Sixtina 12 QI Capital Asia Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to Mora Goddard and Emile
Small, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Sixtina 12's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


SIXTINA 12 QI: Proofs of Claim Filing Is Until June 26
------------------------------------------------------
Sixtina 12 QI Capital Asia Master Fund Ltd.'s creditors have
until June 26, 2008, to prove their claims to Mora Goddard and
Emile Small, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Sixtina 12's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


SIXTINA 16: Deadline for Proofs of Claim Filing Is June 26
----------------------------------------------------------
Sixtina 16 Campbell Global Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to Mora Goddard and Emile
Small, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Sixtina 16's shareholder decided on May 6, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


SIXTINA 16 CAMPBELL: Proofs of Claim Filing Is Until June 26
------------------------------------------------------------
Sixtina 16 Campbell Global Master Fund Ltd.'s creditors have
until June 26, 2008, to prove their claims to Mora Goddard and
Emile Small, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Sixtina 16's shareholder decided on May 6, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands   


SIXTINA 18: Proofs of Claim Filing Deadline Is June 26
------------------------------------------------------
Sixtina 18 Anakena Global Fund Ltd.'s creditors have until
June 26, 2008, to prove their claims to Mora Goddard and Emile
Small, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Sixtina 18's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


SIXTINA 18 ANAKENA: Proofs of Claim Filing Is Until June 26
-----------------------------------------------------------
Sixtina 18 Anakena Global Master Fund Ltd.'s creditors have
until June 26, 2008, to prove their claims to Mora Goddard and
Emile Small, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Sixtina 18's shareholder decided on May 5, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


SPENCER HOUSE: Proofs of Claim Filing Deadline Is June 26
---------------------------------------------------------
Spencer House Capital Management Malacca Fund Ltd.'s creditors
have until June 26, 2008, to prove their claims to Jan Neveril
and Giles Kerley, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


SPENCER HOUSE CAPITAL: Proofs of Claim Filing Is Until June 26
--------------------------------------------------------------
Spencer House Capital Management Japan Fund Ltd.'s creditors
have until June 26, 2008, to prove their claims to Jan Neveril
and Giles Kerley, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands   


SPENCER HOUSE CAPITAL JAPAN: Claims Filing Deadline Is June 26
--------------------------------------------------------------
Spencer House Capital Management Japan Master Fund Ltd.'s
creditors have until June 26, 2008, to prove their claims to Jan
Neveril and Giles Kerley, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


SPENCER HOUSE EUROPEAN: Deadline for Claims Filing Is June 26
-------------------------------------------------------------
Spencer House Capital Management European Fund Ltd.'s creditors
have until June 26, 2008, to prove their claims to Jan Neveril
and Giles Kerley, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands  


SPENCER HOUSE EUROPEAN MASTER: Claims Filing Is Until June 26
-------------------------------------------------------------
Spencer House Capital Management European Master Fund Ltd.'s
creditors have until June 26, 2008, to prove their claims to Jan
Neveril and Giles Kerley, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


SPENCER HOUSE MALACCA: Proofs of Claim Filing Is Until June 26
--------------------------------------------------------------
Spencer House Capital Management Malacca Master Fund Ltd.'s
creditors have until June 26, 2008, to prove their claims to Jan
Neveril and Giles Kerley, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

Spencer House's shareholder(s) decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands



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

CORPORACION NACIONAL: Loses Four Executives to Rival Firms
----------------------------------------------------------
Jaime Pina, corporate chief of human development at Corporacion
Nacional del Cobre, a.k.a. Codelco, told Heather Walsh at
Bloomberg News that the company has lost four executives to
rival firms in the first five months of 2008.

Codelco is losing top executives after commodity prices
increased, threatening to slow its expansion, Bloomberg says,
citing Mr. Pina.  Other firms also offered higher bonuses and
stock options, Mr. Pina added.

Mr. Pina commented to Bloomberg, "Valuable people have left.  If
that persists and gets worse, we'll have difficulties."  He
explained that a prolonged losing of skilled officials may cause
delays in reaching output targets and higher costs for future
expansions.  Mr. Pina assured Bloomberg that the the shortage of
officials hasn't affected output yet.

According to Bloomberg, Codelco is trying to keep its
executives.  It is also seeking new managers as Chilean firms
develop US$22 billion of mining projects after demand for metals
rose.

As previously reported in the Troubled Company Reporter-Latin
America, Codelco's workers had staged a drawn-out strike in
April to demand bonuses and benefits.  Work stoppage brought
closure of some of Codelco's mines, resulting in the company
incurring almost US$100 million on supply services as of
April 29, and contributed to the rising of copper prices.  
Protests, however, stopped after the government proposed, and
Codelco agreed, that subcontract employees get an advance on a
CLP500,000 bonus that was due to be paid by year-end, with the
CLP300,000 to be advanced by suppliers.  On May 20, Codelco said
92% of its approximately 30,000 contract workers have already
received the agreed 2008 production bonus payments.

Corporacion Nacional del Cobre -- Codelco -- explores, develops,
mines and processes copper in Chile.  The principal product of
the company is Grade A copper cathodes.  The company, which is
owned by Chilean government, exports most of its production to
companies in Europe and Asia.


FIDELITY NATIONAL: Fitch Eyes IDR Lift to BB+ After LPS Spin-off
----------------------------------------------------------------
Based on Fitch's review of the remaining operations of Fidelity
National Information Services Inc. following the expected spin
off the company's Lender Processing Services (LPS) business into
a separately traded public entity planned for early July 2008,
Fitch now expects to upgrade these ratings:

  -- Issuer Default Rating to 'BB+' from 'BB';

  -- US$900 million secured revolving credit facility to 'BBB-'
     from 'BB+';

  -- Secured term loan to 'BBB-' from 'BB+';

  -- 4.75% senior notes (equally and ratably secured with the
     bank facility) to 'BBB-' from 'BB+'.

The rating outlook is expected to be stable.

The ratings upgrade is based on these considerations:

  -- Fitch believes that Fidelity's greater focus on integrating
     acquired assets and executing on cross-selling
     opportunities should enable the company to reduce debt with
     excess free cash flow given Fidelity's reduced focus on an
     acquisition growth strategy.

  -- The company has completed its acquisition and integration
     of EFunds and is on track to achieve US$65 million in
     annual cost synergies over the next two years which
     represents 200 basis points in incremental margin.

  -- Fitch believes the expected spin-off of the company's LPS
     business into a separately traded publicly entity is
     neutral to Fidelity's overall risk profile.

The ratings and stable outlook are supported by these
considerations:

  -- A significant portion of Fidelity's revenue is recurring in
     nature under multi-year contracts.

  -- Fidelity offers a diversified product portfolio serving
     several market segments, including small regional financial
     institutions, large tier-one financial institutions and
     retailers.

  -- The company serves a diverse customer base of over 13,000
     financial institutions with more than 20% of its revenue
     from outside the United States.

  -- Fitch estimates pro forma leverage (total debt/operating
     EBITDA) to be 3.1 times and expects this figure to decline
     to below 3.0 in the next year through debt reduction and
     EBITDA growth.  Fitch expects free cash flow to range
     upwards of US$300 million in the next year with opportunity
     for growth, particularly as the company's capital spending
     is reduced.

Ratings concerns include:

  -- Achieving revenue growth targets through cross-selling
     incremental products and services across the company's
     customer base could be challenging given the presence of
     well-capitalized and well-established competitors in a
     market with historically low customer churn rates.

  -- Fidelity's primary competitors in both the card and core
     processing markets are both larger and well entrenched.

  -- Potential use of free cash flow to fund share buybacks or
     acquisitions in lieu of debt reductions, although the
     company's Term A Loan does have a mandatory yearly
     amortization schedule.

  -- The company's free cash flow conversion rate, as a
     percentage of EBITDA, is below the average peer ratio.

Liquidity as of March 31, 2008 was solid with US$328 million in
cash and approximately US$570 million available on a
US$900 million secured revolving credit facility maturing
January 2012.  Fitch expects pro forma 2008 free cash flow to
approach US$300 million and further support liquidity.  Total
debt as of March 31, 2008, was US$4.3 billion and consisted of
US$330 million drawn on the secured revolving credit facility,
US$2 billion in a secured term loan A maturing January 2012,
US$1.6 billion in a secured term loan B maturing in January
2014, and US$200 million in unsecured notes maturing September
2008.  Fitch expects the company to repay the US$1.6 billion
term loan B in conjunction with its spin-off of LPS, which has
separately refinanced the full amount of the term loan,
resulting in pro forma debt of US$2.7 billion.

Based in Jacksonville, Florida, Fidelity National Financial,
Inc. (NYSE:FNF) -- http://www.fnf.com/-- provides title
insurance, specialty insurance, claims management services and
information services.  FNF is one of the nation's largest title
insurance companies through its title insurance underwriters --
Fidelity National Title, Chicago Title, Ticor Title, Security
Union Title and Alamo Title -- that issue approximately 28% of
all title insurance policies in the United States.  FNF also
provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance business.
FNF also provides outsourced claims management services to large
corporate and public sector entities through its minority-owned
subsidiary, Sedgwick CMS.  FNF is also an information services
company in the human resource, retail and transportation markets
through another minority-owned subsidiary, Ceridian Corporation.

FIS maintains a strong global presence, serving over 7,800
financial institutions in more than 60 countries worldwide,
including Brazil, Chile and Japan.



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

PRC LLC: Bank of America, et al., Oppose Plan of Reorganization
---------------------------------------------------------------
Six parties oppose the confirmation of PRC LLC and its debtor-
affiliates' Joint Plan of Reorganization:

      1. Bank of America, N.A.
      2. IAC/InteractiveCorp
      3. BGTX Project, L.P.
      4. A&E Partners Holding, LLC
      5. A&E Partners Holding I, LLC
      6. Sally Duran

On behalf of the Bank of America, Howard B. Levi, Esq., at Levi
Lubarsky & Feigenbaum LLP, in New York, told the U.S. Bankruptcy
Court for the Southern District of New York that the provisions
of the relevant agreements BofA entered into with Debtor PRC LLC
-- the Hedge Agreement, the Credit Agreement, the Security
Agreement and the Intercreditor Agreement -- when read together
and in context, make clear the parties' intention that PRC's
obligations to BofA under the Hedge Agreement should be accorded
the same status as PRC's obligations to BofA under the Credit
Agreement.

Accordingly, in terms of classification and recovery under the
proposed Plan, the Credit Agreement BofA Claim and the Hedge
Agreement BofA Claim should both be treated as Class 4 Allowed
Prepetition First Lien Claims, Mr. Levi argues.  "Both types of
claims are of the same priority and have a security interest
against the same property of [the] Debtors.  Thus, separate
classification is impermissible under Section 1122(a) of the
U.S. Bankruptcy Code," he avers.  

However, BofA complains that the proposed Plan fails to treat
its Hedge Agreement US$2,488,218 Claim the same as its Credit
Agreement Claim.  

"Because the proposed Plan treats one claim as a Class 4 Allowed
Prepetition First Lien Claim with an estimated recovery of
67-73.7%, and the other claim as a Class 6 General Unsecured
Claim with an estimated recovery of only 4-8%, the Plan
misclassifies claims, in violation of Section 1122(a), and fails
to treat similarly situated claim holders equally, in violation
of Section 1123(a)(4)," Mr. Levi asserts, "and should therefore
not be confirmed by the Court for failure to comply with
Section 1129(a)(1), which provides that a plan of reorganization
may be confirmed only if the plan complies with the applicable
provisions of the Bankruptcy Code."

BofA contends that the Plan should only be confirmed if it is
amended to afford Class 4 Claim treatment to its Hedge Agreement
Claim.

IAC/InterActiveCorp, for its part, asserts that the Plan cannot
be confirmed because it discriminates against IAC in violation
of the requirement of Section 1123(a)(4) that each claim in a
class must receive the same treatment.  Specifically, the Plan
seeks to exclude IAC from the definition of a "Trade Creditor"
even though IAC holds a general unsecured claim with similar
legal rights to the claims that are held by so-called "Trade
Creditors," Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher
LLP, in New York, says.

Unequal treatment, Ms. Weiss notes, is not limited to receiving
a smaller percentage distribution on account of claims; it also
includes other treatments, including the requirement that
a creditor provide greater consideration for the same
distribution under a plan.  In the case of IAC, Ms. Weiss points
out that the unequal treatment does not result from the
percentage payment of IAC's claim, rather it results from
the Debtors' waiver of preference claims against all providers
of goods and services in the ordinary course of their business
other than IAC -- where the Debtors did absolutely no analysis
of the legal rights of the so-called Trade Creditors' claims,
and where the Debtors based their discriminatory treatment on
the identity of the holder of the claim.

IAC maintains that the Debtors have not identified and cannot
identify any legitimate basis for providing a less favorable
treatment to its trade claim.

John P. McNicholas, Esq., at DLA Piper US LLP, in New York, on
behalf of BGTX Project, contends that, under the Plan:

   -- the Debtors failed to establish that they have adequate
      funds for administrative claims;

   -- although the Debtors concede that the 4-8% recovery will
      be reduced by the amounts paid for claims arising under
      executory contracts, they failed to disclose the magnitude
      of those rejection claims.  Given that the claims bar date
      has passed, they should at least have a projection.

"Without these crucial information, the Debtors have failed to
establish that their estates are not administratively insolvent
and that their Plan is feasible," Mr. McNicholas emphasizes.

To note, PRC entered into a commercial lease with BGTX for
certain office space in Carrolton, Texas, in January 2007.  With
the Court's consent, BGTX is about to reject the Lease effective
July 31, 2008.  BGTX has filed an amended rejection damages for
US$1,756,962.  PRC remains in possession of the Premises and
continues to use BGTX's property and thus, will receive the
benefit of using BGTX's Premises through July 31.  As a result,
BGTX relates that it will be asserting an administrative claim
from PRC's continued use and occupancy of the Premises.

Mr. McNicholson adds that the Plan permanently enjoins actions
against non-debtor without giving creditors any other means to
pursue those claims.  "On its face, the Plan's release is a
provision tailored to protect the Debtors' insiders, at the
expense of its non-insider creditors," he says.

A&E Holding and A&E Holding I are lessors of the Debtors'
property in Cutler Ridge, Florida.  A&E relates that PRC has not
paid tax assessments relating to the Cutler Ridge Premises in
March 2008, which failure to pay taxes can constitute a breach
under the parties' Lease Agreement.  On June 2, 2008, the
Debtors relates that they intend to assume the A&E Lease and
list the cure amount at US$299,334.

A&E says the proposed assumption should not be approved unless
and until the Debtors can demonstrate that they will pay the
full amount of the arrearages under the Lease as well as pay all
taxes that have accrued since January 2008.

Sally Duran asks the Court to rule that her claim will be
payable at nothing less than 100% of her allowed claim.  
Otherwise, Ms. Duran retains the right to proceed with her
litigation with the Debtors in the U.S. District Court for the
District of Colorado regardless of the Debtors' status in
bankruptcy.

                           About PRC LLC

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

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

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

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

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

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

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Reaches Agreement With DIRECTV on Asset Purchase
---------------------------------------------------------
PRC LLC and its debtor-affiliates reached an agreement with
DIRECTV Inc. that allows DIRECTV to purchase the Debtors'
leasehold on their Huntington call center.

The Debtors leased a call center in Huntington, West Virginia so
that they can provide certain services to DIRECTV, Inc., and its
affiliates.  After the bankruptcy filing, DIRECTV Customer
Services, Inc., an affiliate of DIRECTV Inc. indicated its
interest in acquiring the Debtors' leasehold on the Huntington
Facility, including certain equipment and other personal
property in the premises.

After engaging in significant, arm's-length negotiations, the
Debtors and DIRECTV Customer Services reached an agreement on an
Asset Purchase Agreement, the salient terms of which are:

   (a) The Debtors will assume the Huntington Facility lease and
       assign the lease to DIRECTV Customer; and will be
       responsible for any cure costs associated with the
       assumption and assignment of the Lease to DIRECTV
       Customer, upon approval of the Court and upon closing by
       June 30, 2008.

   (b) DIRECTV Customer Services will purchase the Debtors'
       assets in the Huntington facility for US$0.20 per dollar
       of the assets' book value.

   (c) DIRECTV Customer Services may interview and hire the
       Debtors' employees at the Huntington Facility, who, if
       hired by DIRECTV Customer Services, will be compensated
       according to a tiered-rate schedule ranging from US$1,000
       to US$2,500 per employee based on the number of employees
       ultimately hired by the DIRECTV Customer Services.

   (d) The minimum total consideration to the Debtors under the
       Purchase Agreement is US$450,000.

A full-text copy is of the DIRECTV Purchase Agreement available
at http://researcharchives.com/t/s?2e13

If the Sale Closing does not occur by June 30, either party may
terminate the Purchase Agreement, the Huntington Lease will be
rejected pursuant the Debtors' Joint Plan of Reorganization.  

The DIRECTV Agreement provides the potential for substantial
benefits and value to the estates and should be approved,
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts.  Additionally, he notes, on April 23,
2008, the Debtors already issued a 60-day notice to their
Huntington employees pursuant to the Worker Adjustment and
Retraining Notification Act.  The APA provides an excellent
opportunity of employment for the 550 individuals who would
otherwise be displaced by changed circumstances, Mr. Perez says.

Robert Mercer, a director of public relations for DIRECTV, told
Jean Tarbet Hardiman of Herald-Dispatch.com that DIRECTV hopes
to close the purchase after approval by the Court.  "The
purchase price varies depending on how many employees accept
employment with DIRECTV, but a rough estimate is about US$1.5
million total consideration," Mr. Mercer said in the report.  
DIRECTV intends to hire nearly all of the Debtors' employees at
the Huntington facility and expects to finalize the purchase by
June 30.   

                      2205 Fifth LLC Responds

2205 Fifth, LLC, a lessor of the Huntington Facility, complains
that the Debtors failed to meet two requirements under Section
365 of the Bankruptcy Code:

   -- Cure of defaults, and

   -- Absence of sufficient information about the proposed
      transaction to provide adequate assurance of future
      performance by assignee.

Charles I. Jones, Jr., Esq., at Campbell Woods, PLLC, in
Charleston, West Virginia, contends that in violation of the
terms of the Lease, the Debtors has allow a significant number
of maintenance failures to remain.  The Debtors should cure
those maintenance matters before the effective date of the
assignment of the Huntington Facility, he asserts.

Mr. Jones also points out that the Debtors seek to assume and
assign the Lease to DIRECTV Customer Services, but does not
provide any evidence of the financial status of the proposed
assignee.  "Thus, the Debtors have not met their burden of
providing adequate assurance of future performance," he says.

                           About PRC LLC

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

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

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

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

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

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

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Files Supplements to Joint Plan of Reorganization
----------------------------------------------------------
PRC LLC and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York
supplements to their Joint Plan of Reorganization on June 2,
2008.  The Supplements consist of:

1. A list of the Initial Board Members for the Reorganized   
   Debtors, which include:

      * Tiffany Kosch of Bayside Capital
      * Thomas McDonnell of Babson Capital Management
      * Charles Tauber of Silver Point Capital
      * Jerry McElhatton, the Debtors' current chief executive
        officer

   Details of the Initial Board Members' qualifications are
   available for free at:        

              http://researcharchives.com/t/s?2e14

   An additional manager will be nominated to the Board by   
   holders of Class B membership interests.

2. A list of the Initial Officers for the Reorganized Debtors,
   which include:

      * Jerry McElhatton as chief executive officer
      * Sean Minter as chief operating officer
      * Robert Gary as chief financial officer and secretary

3. Various organizational documents for the Reorganized Debtors,
   which include:

   * a draft of the Limited Liability Company Agreement of
     Holdings, LLC, a copy of which is available for free at:
     http://researcharchives.com/t/s?2e15
   
   * a draft of the Limited Liability Company Agreement of  
     Intermediate Holdings, LLC, a copy of which is available
     for free at:

               http://researcharchives.com/t/s?2e16

   * the Articles of Organization of PRC, LLC

   * the Articles of Organization of PRC B2B, LLC

   * the Articles of Incorporation of Access Direct
     Telemarketing, Inc.

   * the By-laws of ADT Acquisition Corporation

   * the Certificate of Incorporation of Precision Response of
     Pennsylvania, Inc.

4. The 2008 Management Incentive Plan, which is established for
   the plan period commencing on the Effective Date of the
   company's Plan of Reorganization and ending on December 31,
   2008.

   The Incentive Plan applies to eligible, regular, full-time
   employees of PRC LLC and its subsidiaries who were employed
   by the company on the Plan Effective Date.  It is based on
   two tiers:

   * Tier 1 -- This incentive scheme applies to employees
     holding vice president or higher senior positions who
     worked full-time for at least 90 days the Plan Period (i)
     who have annual salary of at least US$150,000, or (ii) whom
     the company designates in writing for inclusion in the
     Plan.  

     The Board will designate Tier I-A and Tier I-B
     participants, and will establish target levels of operating
     cash flow for the Plan Period based on (x) minimum
     acceptable operating cash flow, and (y) target cash flow.

     By February 15, 2009, the Board will determine and declare
     incentive payments, based on each Tier I participant's base
     salary according to:

        * pay-out based on company's operating cash flow,
        * pay-out based on individual's achievement of goals,
          and
        * Pay-out based at Board's discretion.

     * Tier II -- This incentive payment scheme applies to
       employees who worked full-time for an entire plan quarter
       and are employed on the payment date as (i) directors,
       (ii) vice president whose salary is less than US$150,000,
       or (iii) other senior management employees specifically
       designated by the Board for inclusion in the Incentive
       Plan.  

       The Board will establish target levels for the third
       quarter from July to September 2008, and fourth quarter
       from October to December 2008.

       By February 15, 2009, the Board will determine and
       declare incentive payments to Tier II Participants.

   A copy of the summary of the Management Incentive Plan is
   available for free at:

              http://researcharchives.com/t/s?2e17

5. A list of the executory contracts to be assumed under the
   Plan, a copy of which is available at no charge at:
      
              http://researcharchives.com/t/s?2e18

6. A list of the unexpired leases to be assumed under the Plan,
   a copy of which is available for free at:

              http://researcharchives.com/t/s?2e18

7. The material terms of a post-confirmation Second Lien
   Facility, which include:

      Borrower:    Reorganized PRC LLC     

      Guarantors:  PRC's subsidiaries & immediate holding
                   company

      Purpose:     Effective as of the Closing Date,
                   US$40 million of Allowed Prepetition First
                   Lien Claims will constitute terms loans
                   outstanding under the Second Lien Facility,
                   and each Lender will be deemed to have been
                   made, on the Closing  Date, a term loan to
                   PRC in the principal amount equal to that
                   Lender's pro rata portion of the Second Lien
                   Facility.

      Lenders:     Prepetition First Lien Lenders

      Loan Amount: Second lien secured term loan in the
                   aggregate principal amount of US$40 million

      Maturity:    Fourth anniversary of the Closing Date

   A copy of other material terms of the Second Lien Facility is
   available for free at:

              http://researcharchives.com/t/s?2e19

8. A summary of the terms of Unsecured Notes to be issued by
   Panther/DCP Intermediate Holdings, LLC, a copy of which is
   available for free at:

              http://researcharchives.com/t/s?2e1a

   The Unsecured Notes will be in an aggregate principal amount
   of US$40 million.

9. The material terms of Warrants to be given to Allowed
   Prepetition Second Lien Claimants, a copy of which is
   available for free at:

              http://researcharchives.com/t/s?2e1b

10. The material terms of an Exit Facility, which include:

      Borrower:    PRC LLC

      Guarantors:  PRC's subsidiaries & immediate holding
                   company

      Purpose:     Loan proceeds will be used to repay the DIP
                   Credit Agreement dated March 2008 and to pay
                   fees and expenses associated with the First
                   Lien Credit Agreement.

      Lenders:     Silver Point Finance, LLC
                   Babson Capital
                   Bayside Capital

      Loan Amount: (1) A senior secured term loan of ________

                   (2) A revolving credit facility of up to
                       US$20 million

                   At PRC's option, up to US$30 million of the
                   Revolving Facility may be made available for
                   the issuance of letters of credit by an
                   issuing bank to be agreed

      Maturity:    Third Anniversary of the Closing Date

The confirmation hearing for the Plan is set for Thursday,
June 19, 2008.

                           About PRC LLC

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

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

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

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

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

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

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)




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

CLAIRE'S STORES: Posts US$35.6MM Net Loss in Quarter Ended May 3
----------------------------------------------------------------
Claires Stores Inc. reported Tuesday its financial results for
the 2008 first quarter ended May 3, 2008.  

The company reported a net loss of US$35.6 million for the 2008
first quarter, compared with net income of US$28.8 million in
the 2007 first quarter.

The company reported net sales of US$327.0 million for the 2008
first quarter, a 4.0% decrease from net sales of US$340.6
million in the 2007 first quarter.  The company attributed the
decrease to a decline in same store sales, partially offset by
the growth in new store base and the effect of foreign currency
translation.

Consolidated same store sales declined 8.4% in the 2008 first
quarter consisting of a 3.7% increase in average transaction
value that was offset by a 12.5% decrease in the average number
of transactions.  In North America, same store sales decreased
12.3%, with sales at the company's Claire's stores declining
less than at the company's Icing stores.  European same store
sales were essentially flat with a decline of 0.2%.

Commenting on first quarter results, chief executive officer
Gene Kahn said, "We are genuinely disappointed with our first
quarter results.  The challenging retail environment continues
to impact our sales with mall traffic declining, and consumers'  
discretionary spending being crimped by large price increases in
food and gasoline."

Throughout this quarter, we have made significant progress in
improving our organizational model and bolstering our
merchandise offense by recruiting people to the business with
strong industry, management and leadership experience.  We have
confidence that our improved team, combined with the benefits
from the implementation of the Pan European Transformation (PET)
project, will create momentum and drive improvement in our sales
during the second half of this year.  PET will allow us, for the
first time, to have three separate, dedicated merchandising
teams focused on Claire's in North America, Icing, and Claire's
in Europe.

We began 2008 with an expense structure that anticipated same
store sales growth.  Given the current retail environment and
economic conditions, we carefully reviewed our cost structure
and estimate that we can save US$40 million annually.  We have
begun to execute against a number of the identified
opportunities and expect that we can save US$15 million in this
fiscal year, with the full annualized savings achieved in fiscal
2009.

Our same store sales, while still negative, have shown
improvement in the second quarter.  We are encouraged that the
new merchandise organization, combined with our cost savings
initiatives, will drive improved performance during the second
half of this year."

Adjusted EBITDA in the 2008 first quarter was US$34.3 million
compared to US$60.6 million in the 2007 first quarter.  The
company defines Adjusted EBITDA as earnings before interest,
income taxes, depreciation and amortization, excluding the
impact of transaction related costs incurred in connection with
its May 2007 acquisition and other non-recurring or non-cash
expenses, and normalizing occupancy costs for certain rent-
related adjustments.

At May 3, 2008, the company's US$200 million revolving credit
facility was undrawn and fully available aside from an ongoing
US$5.9 million letter of credit.  Cash and cash equivalents were
US$68.0 million.

During the 2008 first quarter, cash used by operating activities
was approximately US$1.4 million, compared with cash provided by
operating activities of US$20.3 million during the 2007 first
quarter.  The change in cash provided by operating activities
was primarily impacted by a decrease in operating income and an
increase in interest paid on the debt incurred to fund the
acquisition, offset by a decrease in working capital.  

Capital expenditures during the 2008 first quarter were
US$16.0 million, of which US$11.7 million related to store
openings and remodeling projects.  Capital expenditures during
the 2007 first quarter were US$22.3 million.

                          Balance Sheet

At May 3, 2008, the company's consolidated balance sheet showed
US$3.3 billion in total assets, US$2.8 billion in total
liabilities, and US$581.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 3, 2008, are available for
free at http://researcharchives.com/t/s?2e0f

                      About Claire's Stores

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty  
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.  
While the latter operates only in North America, Claire's
operates worldwide.  As of May 3, 2008, Claire's Stores, Inc.
operated 3,053 stores in North America and Europe.  Claire's
Stores Inc. also operates through its subsidiary, Claire's
Nippon Co. Ltd., 201 stores in Japan as a 50:50 joint venture
with AEON Co. Ltd.  The company also franchises 169 stores in
the Middle East, Turkey, Russia, South Africa, Poland and
Guatemala.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, Standard & Poor's Rating Services said that
Pembroke Pines, Florida-based Claire's Stores Inc.'s (B-
/Negative/--) election to pay in kind all interest due on Dec.
1, 2008, for the US$350 million 9.625%/10.375% senior toggle
notes due 2015 will not have an immediate effect on the
company's ratings or outlook.   Claire's is a specialty retailer
of value-priced jewelry and fashion accessories for preteens,
teenagers, and young adults.

TCR reported on May 6, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Claire's Stores
Inc. to 'B-' from 'B'.  At the same time, S&P lowered the
ratings on the company's US$1.65 billion senior secured credit
facilities to 'B' from 'B+', its US$600 million senior unsecured
notes to 'CCC+' from 'B-', and its US$335 million senior
subordinated notes to 'CCC' from 'CCC+'.  The outlook is
negative.



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

AIR JAMAICA: Small Islands Ask Airline to Boost Flights
-------------------------------------------------------
Small islands are asking regional carriers like Air Jamaica and
LIAT to increase flights and coordinate schedules to take the
place of American Airlines Inc., which stopped services to some
Caribbean destinations, The Canadian Press reports, citing
Caribbean Tourism Organization Chairperson and St. Lucia Tourism
Minister Allen Chastanet.

Previous reports say that American Airlines cut services to some
Caribbean nations, including the Dominican Republic, Antigua,
and St. Maarten.  It will also be cutting flights to Puerto
Rico.

As reported in the Troubled Company Reporter-Latin America on
June 3, 2008,  the flight reductions are part of measures to
compensate for the increase in fuel prices.  According to The
Canadian Press, American Airlines controls much of the Caribbean
market, carrying over 60% of passengers through Puerto Rico in
2007.

According to The Canadian Press, other carriers like Spirit
Airlines are also cutting flights.  Spirit Airlines said it
would close its San Juan hub.  Continental Airlines also expects
to implement flight cuts.

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

                          *    *     *

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

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


AIR JAMAICA: Wastes Public Funds, People's National Party Says
--------------------------------------------------------------
The People's National Party has claimed that there is "gross
waste of public funds" at Air Jamaica, Radio Jamaica reports.

Radio Jamaica relates that the PNP made the criticism after Air
Jamaica's Chairperson Shirley Williams ordered an Air Jamaica
plane stopped as it taxied down the runway.  Ms. Williams
allegedly requested that the plane return to the gate for a
passenger.

According to Radio Jamaica, Ms. Williams admitted that she
interfered the plane's departure to accommodate a passenger who
had been left behind.  The passenger, she said, was an Inter
American Development Bank representative who was in Jamaica
conducting business with the government.

The passenger was a non-paying one, Radio Jamaica says, citing
PNP.  The passenger was therefore not contributing any revenue
to Air Jamaica, PNP added.  

Radio Jamaica relates that Ms. Williams assured that strict
control measures are in place at Air Jamaica to ensure its
resources are protected and not wasted.

Radio Jamaica notes that Deputy Opposition Spokesperson on
Transport Patrick Harris stated the costs in the incident,
including refueling the aircraft and administrative and
managerial expenses.  According to him, the incident raises
"serious concerns" about how Air Jamaica is being run.

The report says that PNP is asking Don Webhy, the Minister
Without Portfolio in the Ministry of Finance, to provide an
explanation on the incident and the specific costs Air Jamaica
incurred.

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

                          *    *     *

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

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



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

ASARCO LLC: Grupo Mexico Confirms Full Payment Proposal Details
---------------------------------------------------------------
Grupo Mexico S.A.B. de C.V. has reaffirmed the details of its
proposal to provide full payment to creditors in connection with
the Chapter 11 proceedings of its subsidiary, ASARCO LLC.  The
details of the full payment plan, offered to ASARCO's
independent Board of Directors at a hearing in Corpus Christi
late last week, prompted Judge Richard Schmidt to direct the
ASARCO Board of Directors to give full and careful review to the
GMEXICO plan.

GMEXICO believes that its full payment plan is the best
alternative for ASARCO's creditors since it is the only proposal
that guarantees they will receive 100% of the funds to which
they are entitled.  The plan offers a deposit guarantee 10 times
higher than the plan recently presented to the Court by ASARCO.

In addition, GMEXICO stated that if its plan is confirmed and
ASARCO's liabilities have not been fully estimated, a subsidiary
of GMEXICO, American Mining Corp. (AMC), would guarantee up to
US$2.7 billion to assure payment of all allowed creditor claims.  
With ASARCO's current cash on hand included, that would give
creditors access to approximately US$3.7 billion, which GMEXICO
believes will be sufficient to pay all allowed claims.

Furthermore, GMEXICO's plan grants certainty to ASARCO and
GMEXICO that before any ASARCO assets are sold they shall have
the opportunity to determine the amount of ASARCO's liabilities.  
Throughout the Chapter 11 proceeding, GMEXICO has repeatedly
requested the additional information from ASARCO that it needed
to refine its proposal and ensure that it properly values
ASARCO's assets and understands it liabilities.

GMEXICO also stated today that it was pleased that the Court
took under advisement certain previsions of the ASARCO proposal
regarding a sale of assets to Vedanta pending further
consideration of the GMEXICO proposal by the ASARCO Independent
Board of Directors.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.


ASARCO LLC: Grupo Mexico Chief Denies Looting Charges
-----------------------------------------------------
German Larrea, chairman and chief executive officer of Grupo
Mexico S.A.B. de C.V., has denied allegations that Grupo Mexico
stripped ASARCO LLC of its assets to avoid paying ASARCO's
American creditors, Joel Millman of The Wall Street Journal
reported.

Mr. Larrea, who took stand in the fraudulent transfer litigation
on June 11, 2008, told Honorable Andrew S. Hanen of the U.S.
District Court for the Southern District of Texas that the 2005
transfer of ASARCO's ownership in Southern Peru Copper
Corporation was a "low-cost solution" aimed at cleaning up
ASARCO's outstanding liabilities, the Journal related.

According to U.S. environmentalists and U.S. regulators believe
that Grupo Mexico's overall strategy was to free itself from
ASARCO's many legal liabilities, while simultaneously seeking to
retain the U.S. unit's most lucrative copper holdings.

If found guilty, Grupo Mexico could pay penalties exceeding
US$10 billion, including punitive damages.

Mr. Larrea has an estimated net worth of US$7.3 billion, the
Journal said.

Grupo Mexico has accused ASARCO of trying to win the fraudulent
transfer case by "demonizing" Mr. Larrea.  Grupo Mexico
reiterated that the sale of the SPCC Shares was for a legitimate
business purpose -- restructuring ASARCO and paying off its
looming debt obligations.  

Grupo Mexico maintained that ASARCO was solvent at the time of
the transfer of the SPCC Shares and noted that the Department of
Justice signed off on the price Grupo Mexico paid for the SPCC
Shares.  Mr. Larrea told the Court that ASARCO suffered from a
"cash crunch" similar to other mining companies when the price
of copper is low.

In response, ASARCO told Judge Hanen that it was forced to sue
because the transfer of the SPCC Shares left it without the
resources to pay a lengthy list of environmental and asbestos-
related claims, the International Herald Tribune related.  
Winning the fraudulent transfer case is the best chance for all
creditors to get paid, the news agency said, quoting ASARCO's
lawyers as saying.

As of June 15, 2008, SPCC Shares are trading at US$103.98 per
share.  As of April 30, 2008, Southern Peru has 294,465,650
shares of common stock outstanding.  ASARCO is seeking to avoid
54.7% of the SPCC Shares.

              Grupo Mexico Clarifies "Misperceptions"

Grupo Mexico issued the following statement to address several
misperceptions promoted by ASARCO LLC as part of its fraudulent
conveyance lawsuit against Americas Mining Corporation, a
GMexico subsidiary.  The case is currently being heard in the
U.S. District Court of the Southern District of Texas in
Brownsville.  GMexico also called on the judge overseeing
ASARCO's bankruptcy proceedings to carefully examine the
questionable actions taken by ASARCO's Board and legal counsel,
Baker Botts, which it believes are costing the company's
creditors and shareholders millions in unnecessary expenses.

Among the misperceptions are:

   -- ASARCO has alleged GMexico stripped ASARCO of a valuable
      asset and left it to "die on the vine."  In truth, the
      sale of ASARCO's majority stake in Southern Peru Copper
      Corporation to AMC in 2003 was part of a very successful
      restructuring undertaken by GMexico during a difficult
      operating period and low copper prices.  The restructuring
      allowed ASARCO to eliminate all of its existing short-term
      debt obligations through 2013, significantly reducing its
      current and future financing costs, boost its credit
      ratings and reach a standstill agreement with the U.S.
      Department of Justice to help resolve its environmental
      liabilities.  GMexico has always intended to maintain
      ASARCO's assets as part of its long-term productive
      facilities.  That was GMexico's intention at the time and
      the company continues to demonstrate that commitment
      through its submission of a full payment plan to ASARCO
      and its creditors.

   -- Despite ASARCO's continuous effort to blame its financial
      troubles on the SPCC sale, ASARCO did not file for
      bankruptcy protection until two-and-a-half years after the
      restructuring, and only then after a debilitating four-
      month labor strike and the constant pressure from the DOJ
      and Environmental Protection Agency over unresolved
      environmental claims.  GMexico firmly believes ASARCO's
      troubles derive largely from poor legal advice from
      ASARCO's law firm, Baker Botts, which incorrectly
      convinced the company's board members that the Chapter 11
      process would solve all of ASARCO's problems by quickly
      resolving its environmental and unknown asbestos
      liabilities at a very low cost.  Instead, just the
      opposite has occurred.  Three years and millions of
      dollars in legal fees later, the company still faces
      numerous unresolved liabilities, has reached unnecessarily
      high settlements on others and has been largely unable to
      take advantage from the  dramatic turnaround in commodity
      prices.

   -- Baker Botts' hefty legal expenses are being padded even
      further through ASARCO's fraudulent conveyance lawsuit
      against AMC.  ASARCO, which is a 100% owned subsidiary of
      GMexico and is responsible for the lawsuit's legal costs
      and expenses, is using the case to try and obtain funds
      for the remediation of environmental claims against the
      company.  Yet conveniently lost in ASARCO's arguments is
      that fact that the DOJ itself approved the SPCC sale in
      2003 and has never objected to the transaction since.  In
      fact, all the other parties involved approved the
      transaction, showing it generated fair market value for
      the benefit of all parties.

GMexico believes the behavior of the ASARCO Board members
who approved the AMC lawsuit is reprehensible and they should be
held accountable for all these unnecessary expenses, which
otherwise could be used to pay environmental claims and
creditors.  The company also believes the U.S. Bankruptcy Court
should review carefully the Board's behavior and the outrageous
expenses incurred at the considerable cost and detriment of the
creditors and shareholders.

GMexico continues to believe that the allegations made by
ASARCO are without merit and it looks forward to successfully
defeating the lawsuit.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates have until July 2, 2008 to file
a plan of reorganization.  (ASARCO Bankruptcy News, Issue No.
74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AXTEL SAB: Initiates Telecommunication Operations in Culiacan
-------------------------------------------------------------
Axtel S.A.B. de C.V. has initiated operations in Culiacan,
Sinaloa.  This will be the company's 30th city of coverage,
offering telephony, Internet, data and advanced
telecommunications solutions, using WiMAX, among other up-to-
the-minute technologies.

Axtel has initiated operations in three new cities just in the
past three weeks, with Culiacan strengthening the company's
presence in the Pacific coast.

During the inaugural ceremony, Axtel's Western Regional
Director, Jorge Gerhardus announced that the company will invest
approximately US$30 million in Culiacan over the next 5 years.
The telecommunications service officially began when Culiacan
Mayor Jesus Vizcarra Calderon made the symbolic firsta call via
the Axtel network.

The company's initial network deployment covers 90% of
Culiacan's population, offering integrated telecommunications
services to residential and business customers, as well as
financial institutions and government entities.

"The commencement of operations in Culiacan represents a step
forward for Axtel's growth strategy in Mexico's Pacific coast.
The company's commitment towards high-quality and
customer-oriented services combined with Axtel's innovative
technology and commercial offers should quickly position the
Company as the best alternative for voice and Internet
solutions in the city of Culiacan," stated Mr. Gerhardus.

Axtel, which is the second-largest fixed-telecommunications
services company in Mexico, has been listed on the Mexican Stock
Exchange since December 2005.  The company reported 965 thousand
lines in service and 111 thousand Internet subscribers as of the
end of the first quarter 2008.

Axtel S.A.B de C.V., formerly known as Axtel S.A. de C.V., is a
fixed-line integrated telecommunications company in Mexico.  The
company provides local and long distance hat provides local and
long distance telephony, broadband Internet, data and built-to-
suit communications solutions.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
Aug. 16, 2007, Standard & Poor's affirmed the 'BB-' corporate
credit and senior unsecured debt ratings on Axtel and its notes
due 2013 and 2017.

In November 2007, Moody's Investors Service gave Axtel S.A.B Ba2
Long-Term Corporate Family Rating and Senior Unsecured Debt
Rating.


BHM TECHNOLOGIES: Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, has appointed
these seven members to the official Committee of Unsecured
Creditors of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries:

      (1) Dennis C. Vogt
          EFC International
          1940 Craigshire Road
          St. Louis, MO 63146
          Tel: (314) 434-2888
          Fax: (314) 439-4440

      (2) Russ Lee
          c/o Earle M. Jorgensen Co.
          1900 Mitchell Blvd.
          Schaumburg, IL 60193
          Tel: (847) 301-6115
          Fax: (630) 635-1068

      (3) Martin Seward
          Kenwal Steel Corp.
          8223 W. Warren Avenue
          Dearborn, MI 48126
          Tel: (313) 739-1034
          Fax: (313) 739-2334

      (4) Ronald Gore
          Olympic Steel, Inc.
          5096 Richard Rd.
          Cleveland OH 44146
          Tel: (216) 292-3800
          Fax: (216) 682-4066

      (5) Michael Whitehead
          The Lincoln Electric Co.
          22801 St. Clair Avenue
          Cleveland, OH 44117
          Tel: (216) 383-2032
          Fax: (216) 383-8125

      (6) Mark A. Rohoe
          Horizon Steel Co.
          1808 Holste Rd.
          Northbrook IL 60062
          Tel: (847) 291-6734
          Fax: (847) 291-6920

      (7) Lorraine Monagin (Lori)
          Dundee Products
          PO Box 159
          Dundee, MI 48131
          Tel: (734) 529-2441
          Fax: (734) 529-5637

Except for Horizon Steel, the members of the Creditors Committee
are in the Debtors' list of 50 largest unsecured creditors.  The
Debtors, which manufacture welded assemblies and precision
machined components for automakers and other end markets, likely
obtained various products, including steel, or equipment, and
related services, from these seven entities who have sent
representatives in the Committee:

   * EFC International has a trade claim of US$254,566 and is
     a provider of engineered fastening systems, engineered
     components, electrical components and fastener automation
     to various manufacturers.

   * Kenwal Steel-Burns Harbor has a trade claim of
     US$2,564,124, Kenwal Steel Corp. has a US$1,534,880 claim,
     and Kenwal Steel-Tennessee, LLC, has US$476,221.
     The Kenwal Steel Group -- http://www.kenwal.com/--  
     provides flat rolled steel products and services.

   * The Lincoln Electric -- http://www.lincolnelectric.com/--  
     has a trade claim of US$896,514.  It provides welding
     and cutting products and services, including arc welding
     products, robotic arc-welding systems, plasma and oxyfuel
     cutting equipment.

   * Dundee Products -- http://www.dundeeproducts.com/-- has
     a US$575,608 trade claim and manufactures rolled welded
     steel tubing.

   * Earle M. Jorgensen Company -- http://www.emjmetals.com/--  
     has a US$488,476 trade claim and is a supplier of metals,
     including steel, and aluminum bars, tubings, and plates to
     manufacturing companies.

   * Olympic Steel -- http://www.olysteel.com/-- has a
     US$292,531 trade claim and is a steel service center
     specializing in the processing and distribution of large
     volumes of carbon, coated carbon and stainless flat-rolled
     sheet, coil and plate steel products.

   * Horizon Steel -- http://www.horizonsteel.com/-- is a steel  
     service center, and specializes in, among other things,
     specialty metals, including hi-carbon, stainless,
     zincroplex, brass, aluminum, and alloys.

As previously reported, the U.S. Trustee asked the U.S.
Bankruptcy Court for the Western District of Michigan to deny
approval of the US$45,000,000 DIP loan package provided by
lenders -- majority of which are the same lenders who  are owed
US$255,700,000 under the First Lien Credit Agreement, dated as
of July 21, 2006 -- until the Creditors Committee is formed.  
The U.S. Trustee said the Creditors Committee should be be given
an opportunity to consider whether the terms of the DIP Loan are
beneficial to the estates and all parties-in-interest, including
the Committee's constituency, the unsecured creditors.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells      
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: US Trustee Objects to Alixpartners as Advisors
----------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects,
pursuant to Section 307 of the Bankruptcy Code and Section
586(a)(3) of the Judiciary and Judicial Procedure, to the
application of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to hire AlixPartners LLP as their financial
advisors for these reasons:

   (1) The Debtors have filed applications to retain both
       AlixPartners as financial advisors and Rothschild, Inc.
       as an investment banker.  The applications do not
       delineate the duties of each firm, nor do the
       applications explain why both firms are needed to render
       financial advice to the Debtors.

   (2) AlixPartners did run a conflicts search of all parties-
       in-interest.

   (3) There are 58 connections between Alix, its clients and
       the Debtors, including three unnamed "confidential"  
       clients of Alix Partners are customers and lenders of the
       Debtors.  Presumably, these are secured lenders, although
       that is unclear.  No further disclosure is made as to
       these three creditors.  Also, Amsouth is both a lender to
       the Debtors and to another Alix client, and adverse to
       other Alix clients, as is Bank of New York which is a
       lender to the Debtors, to other Alix clients and an Alix
       client itself.  Varnum, Riddering, Schmidt & Howlett, LLP
       and White & Case are also current clients of Alix in
       unrelated matters.  The U.S. Trustee wishes to review
       these relationships with the Debtors and AlixPartners, to
       determine whether they create conflicts of interest,
       either actual or potential.

   (4) The proposed fees range from US$650 to US$850 for
       managing directors, US$485 to US$650 for directors,
       US$335 to US$480 for vice presidents, US$250 to US$340
for
       associates, US$225 to US$250 for analysts, and US$170 to
       US$200 for paraprofessionals.  These rates are far above
       the rates that are customary in bankruptcy cases in the
       Western District of Michigan.  There is no commitment to
       charge less than full rates for travel time, which has
       been done in other large cases.  The U.S. Trustee desires
       additional time to discuss this with the Debtors and
       their counsel, as well as the counsel to the Official
       Committee of Unsecured Creditors.

   (5) During the 90 days prior to the Chapter 11 filing,
       AlixPartners received US$2,885,450 from the Debtors.       
       AlixPartners also received a US$50,000 retainer from the
       Debtors in June 2007.  The U.S. Trustee has not yet been
       able to review the statements that support the billings
       in order to determine whether any of these payments were
       made on antecedent debts and wants more time to review
       the statements.

  (6) AlixPartners reserves the right to seek a success fee in
       an unstated amount.  The application does not state the
       formula by which a success fee may be determined.  The
       U.S. Trustee objects to any success fee before the amount       
       and rationale are known, and does not want any order to
       be entered that appoints AlixPartners to be construed as
       a consent to any success fee.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells      
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts of both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: US Trustee Objects to Kurtzman as Claims Agent
----------------------------------------------------------------
Habbo G. Fokkena, United States Trustee for Region 9, has raised
objections to the employment of Kurtzman Carson Consultants,
LLC, as the notice and claims agent of BHM Technologies
Holdings, Inc., and its debtor-subsidiaries.

The U.S. Trustee asserts that many of the services to be
performed by Kurtzman Carson duplicate work that is performed by
the Bankruptcy Clerk and is therefore unnecessary.  He notes
that no duties have been delegated by the Bankruptcy Clerk to
Kurtzman Carson beyond the noticing authorized by United States
Bankruptcy Court for the Western District of Michigan's
provisional order.  He adds that the Bankruptcy Clerk and
Kurtzman Carson have only had a brief preliminary discussion of
the services to be provided beyond the noticing function.

The U.S. Trustee asserts that in order to avoid any confusion
and conflict under the Bankruptcy Code and Rules, the Bankruptcy
Court should remain the official repository for the filing of
claims, ballots and other documents and information in this case
unless the Bankruptcy Court orders otherwise.  Any deviation
from the court rules for the place to file documents should be
limited to special circumstances, asserts Michael V. Maggio,
trial attorney at the Office of the U.S. Trustee.

The U.S. Trustee further notes that the Debtors propose to
compensate Kurtzman Carson based on an unspecified "Fee
Structure" without disclosing the specific rates and terms of
compensation as required by Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure.  As a related matter, the proposed
interest rate charges for late fees is improper under the
circumstances, Mr. Maggio says.

The U.S. Trustee points out the engagement letter signed by the
parties discloses that Kurtzman Carson is holding US$25,000 as
an "evergreen retainer."  It notes that while the proposed order
would grant the evergreen retainer, the Debtors did not seek
approval for the retainer in its application to employ Kurtzman
Carson.  Given the cash needs faced by the Debtors, Kurtzman
Carson should be required to first apply any prepetition
retainers received to any approved fees, Mr. Maggio asserts.

The U.S. Trustee also says Kurtzman Carson's counsel fees are
not proper expenses.  The U.S. Trustee, thus, opposes the
payment of the attorney fees for Kurtzman Carson.

The U.S. Trustee avers that the Debtors' application seeks to
improperly treat Kurtzman Carson as an ordinary course
administrative expense without the requisite notice protections
for the payment of its compensation.  Mr. Maggio asserts that to
the extent Kurtzman Carson performs services beyond a strictly
"noticing" function or otherwise performs services which play a
significant role in the administration of the reorganization
proceedings, it qualifies as a Section 327 professional under
the Bankruptcy Code.  Kurtzman Carson, he says, also needs to
follow the compensation procedures for appointed professionals
under the Bankruptcy Code and Rules.

The U.S. Trustee objects to any attempts to limit Kurtzman
Carson's liability or to indemnify the firm for services under a
"gross negligence or willful misconduct" standard, as it should
be held to a higher standard if it chooses to do much of the
same work as the Court.  Mr. Maggio contends professionals have
a fiduciary duty to the bankruptcy estate and serve as officers
of the Court-- as such, it should be prepared to accept that
criteria and risk of employment and be evaluated under those
standards without looking to the estate for indemnification.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells      
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Trustee Objects to White & Case as Counsel
------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects to
the application BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to employ White & Case, LLP, as their special
litigation counsel, on these grounds:

   (1) The proposed fees range up to US$750 an hour.
       These rates are far above the rates that are customary in
       bankruptcy cases in the Western District of Michigan.
       There is no commitment to charge less than full rates for
       travel time, which, upon information and relief, has been
       done in other large cases.

   (2) A conflicts check run by White & Case apparently against
       a list of less than all parties-in-interest, revealed 54
       parties-in-interest or their affiliates are current or
       former Case & White clients.

The United States Trustee desires additional time to discuss its
concerns with the Debtors and their counsel, as well as counsel
of the Official Committee of Unsecured Creditors.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells      
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: US Trustee Wants Claims Bar Date Motion Nixed
---------------------------------------------------------------
Habbo Fokkena, the United States Trustee for Region 9, asks the
United States Bankruptcy Court for the Western District of
Michigan to deny, at this time, approval of the proposed
deadlines and protocol for filing proofs of claim by BHM
Technologies Holdings, Inc., and its debtor-subsidiaries.

The U.S. Trustee notes that it has just appointed an Official
Committee of Unsecured Creditors, which has not yet been
represented by counsel.

The U.S. Trustee desires to consult with the Creditors Committee
and its counsel before deciding upon a position to take
regarding the request for an order regarding procedures that
will regulate how proofs of claims will be filed and the bar
dates for the  filing of proofs of claims.

Michael V. Maggio, trial attorney at the Office of the U.S.
Trustee, relates that the Debtors' request is central to the
Creditors Committee's duties to all the unsecured creditors and
requires input from the Committee.

The Debtors have agreed to adjourn this hearing to allow time
for that input.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc.-- http://www.browncorp.com/--manufactures and sells      
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CARDTRONICS INC: Launches 9.250% Senior Notes Exchange Offer
------------------------------------------------------------
Cardtronics Inc. has commenced an exchange offer pursuant to
which holders of its outstanding 9.250% Senior Subordinated
Notes due 2013 -- Series B that were issued on July 20, 2007 in
a private offering (the Existing Notes) may exchange the
Existing Notes for an equal amount of its 9.250% Senior
Subordinated Notes due 2013 -- Series B that have been
registered under the Securities Act of 1933.  At the time of
issuance of the Existing Notes in July 2007, Cardtronics agreed
to offer to exchange them for registered notes.  This exchange
offer satisfies that requirement.

The form and terms of the Exchange Notes are substantially the
same as the form and terms of the Existing Notes.  The primary
difference is that the Exchange Notes have been registered under
the Securities Act of 1933 and, therefore, will not bear legends
restricting their transfer.  The Exchange Notes evidence the
same debt as the Existing Notes they replace and will be issued
under and will be entitled to the benefits of the indenture that
governs the Existing Notes.

The exchange offer will expire at midnight New York City time on
July 16, 2008, unless extended by Cardtronics in its sole
discretion.  A prospectus dated June 17, 2008 relating to the
exchange offer and setting forth the terms of the Exchange Notes
is being mailed to record holders of the Existing Notes.

The Exchange Agent for the exchange offer is Wells Fargo Bank,
N.A., Corporate Trust Operations, Sixth and Marquette, MAC
N9303-121, Minneapolis, Minnesota 55479.  Eligible institutions
may make requests by facsimile at (612) 667-6282.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 16, 2008, Standard & Poor's Ratings Services revised its
outlook on Houston-based Cardtronics Inc. to positive from
stable.  At the same time, S&P affirmed the ratings on the
company, including the 'B+' corporate credit rating.

On July 2007, Moody's Investors Service assigned a Caa1 rating
to Cardtronics, Inc.'s proposed additional US$125 million "tack-
on" high yield subordinated notes, which will be used to fund
the US$135 million acquisition of the assets of financial
services business of 7-Eleven.


CARDTRONICS INC: Two Class I Directors Re-Elected to Board
----------------------------------------------------------
Cardtronics Inc. has reported the results of its annual meeting
of shareholders.  The annual meeting was held at 4:00 p.m. on
June 11, 2008 in Houston, Texas.

Each of the two Class I directors presented for re-election,
Robert P. Barone and Jorge M. Diaz, were re-elected to the Board
of Directors.  Additionally, the shareholders ratified
Cardtronics' selection of KPMG LLP as the company's independent
public accounting firm to conduct the audit for Cardtronics for
the fiscal year ending Dec. 31, 2008.  KPMG has audited the
company's financial statements since 2001.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 16, 2008, Standard & Poor's Ratings Services revised its
outlook on Houston-based Cardtronics Inc. to positive from
stable.  At the same time, S&P affirmed the ratings on the
company, including the 'B+' corporate credit rating.

On July 2007, Moody's Investors Service assigned a Caa1 rating
to Cardtronics, Inc.'s proposed additional US$125 million "tack-
on" high yield subordinated notes, which will be used to fund
the US$135 million acquisition of the assets of financial
services business of 7-Eleven.


QUIKSILVER INC: Moody's Reviews Ba3 Ratings and May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Quiksilver, Inc.'s Ba3
Corporate Family Rating, Ba3 Probability of Default Rating, and
Ba3 (LGD 4, 59%) US$400m senior unsecured note rating on review
for possible downgrade. LGD assessments and point estimates are
also subject to change. The company's SGL-3 rating was affirmed.

The review for possible downgrade considers the uncertainty
associated with company's ability to successfully conclude a
sale of its Rossignol ski equipment business.  Quiksilver has
announced that the Rossignol ski business, which has incurred
significant operating losses, is for sale and has been accounted
for as a discontinued operation.

While a successful sale of Rossignol could have an immediate
positive impact on Quiksilver's consolidated operating
performance, the amount, timing and terms of any sale remains
uncertain.  Failure to sell the business in the near-term term
would likely mean that Quiksilver will not be able to achieve
the credit metrics necessary to maintain its current rating.

Quiksilver's debt-to-EBITDA ratio for the latest 12-month period
ended April 30, 2008 was in the mid 5 times range (treating
Rossignol as a continuing operation).  This is considered high
for the rating, and is largely the result of operating losses at
Rossignol which was acquired in July 2005.  The company's core
apparel and footwear businesses, which represent a majority of
consolidated revenue, continue to perform well

Moody's review will focus on the outcome of the sale process for
Rossignol, including the terms and conditions of any potential
sale.  Ratings could be lowered if the company is unable to
conclude a sale in the near term.

The affirmation of Quiksilver's SGL-3 Speculative Grade
Liquidity Rating is based on the company's adequate liquidity,
represented by its approximate US$91 million in cash and
equivalents as of April 30, 2008 and supplemental liquidity
support in the form of a committed US$300 million asset based
credit facility.  At the same time, the SGL-3 continues to
recognize the company's continued reliance internationally on
short term uncommitted funding arrangements.

Quiksilver, Inc. is a diversified designer and distributor of
branded apparel and footwear including Quiksilver, Roxy, and DC,
as well as ski and snowboard equipment under the Rossignol
brand.  The company reported fiscal-year 2007 total revenue from
continuing operations of approximately US$2.05 billion.


QUIKSILVER INC: Posts US$206MM Net Loss in Qtr. Ended April 30
--------------------------------------------------------------
Quiksilver, Inc. reported results for the second quarter ended
April 30, 2008.

Consolidated net revenues from continuing operations for the
second quarter of fiscal 2008 increased 15% to US$596.3 million,
from US$520.4 million in the second quarter of fiscal 2007.

Consolidated income from continuing operations for the second
quarter of fiscal 2008 was US$38.7 million, or US$0.30 per
share, compared to US$32.4 million, or US$0.25 per share, for
the second quarter of fiscal 2007.  Net revenues and income from
continuing operations for all periods exclude the results of the
Rossignol wintersports equipment and apparel business as well as
the golf equipment business which are reported as discontinued
operations.  The company sold its golf equipment operations in
December 2007 and has begun a process to sell its Rossignol
wintersports equipment and apparel business.

For the three months ended April 30, 2008, the company reported
a net loss of US$206,224,000.

The company classified its Rossignol wintersports equipment and
apparel business as discontinued operations and took a non-cash
pre-tax charge in the second quarter of US$240.2 million.  The
non-cash charge is not expected to effect the company's
operations or financial covenants.  The revision to the recorded
value of the Rossignol Group was triggered by the sale process.
The planned sale of the Rossignol Group is an objective which
the company disclosed previously.

Robert B. McKnight, Jr., Chairman of the Board, Chief Executive
Officer and President of Quiksilver, Inc., commented, "We are
pleased with the strong second quarter financial performance
delivered by the Quiksilver team.  As we separate the results of
the Rossignol Group from those of our continuing core
businesses, it becomes increasingly clear that our broadly
diversified mix of brands, products, geographies and
distribution channels positions us well in challenging economic
climates, such as the one we all face today.  As the boardsport
lifestyle continues to expand around the world, our results
demonstrate that the quality, style and authenticity of our
brands have more influence than ever on the buying decisions of
our customers."

All segments have been adjusted to reflect the discontinued
operations classification of the Rossignol wintersports
equipment and apparel business.  The Americas, Europe and
Asia/Pacific segments include operations of the Quiksilver,
Roxy, DC and other apparel brand businesses.

Net revenues in the Americas segment increased 5% during the
second quarter of fiscal 2008 to US$247.6 million from US$236.3
million in the second quarter of fiscal 2007.  European segment
net revenues increased 23% during the second quarter of fiscal
2008 to US$284.5 million from US$231.9 million in the second
quarter of fiscal 2007.  Approximately US$36.0 million of
Europe's increase was attributable to the positive effect of
foreign currency exchange rates.  Asia/Pacific segment net
revenues increased 23% to US$62.5 million in the second quarter
of fiscal 2008 from US$51.0 million in the second quarter of
fiscal 2007.  Approximately US$7.7 million of Asia/Pacific's
increase was attributable to the positive effect of foreign
currency exchange rates.

Consolidated inventories increased 11% to US$304.1 million at
April 30, 2008, from US$274.6 million at April 30, 2007.

Changes in foreign currency exchange rates accounted for
approximately US$18.3 million of the increase in inventories
compared to April 30, 2007. Consolidated trade accounts
receivable increased 12% to US$473.0 million at April 30, 2008,
from US$421.3 million at April 30, 2007.  Changes in foreign
currency exchange rates accounted for approximately US$23.0
million of the increase in accounts receivable compared to
April 30, 2007.

The company indicated that visibility into revenues and earnings
remains limited for the remainder of the fiscal year.  For
continuing operations, the company indicated it expects to
generate annual revenue growth for the full fiscal year of
approximately 10% and expects to generate EPS that is slightly
below the result generated in fiscal year 2007 of US$0.90 per
share.

                        About Quiksilver:

Quiksilver, Inc. (NYSE:ZQK) is an outdoor sports lifestyle
company, which designs, produces and distributes a diversified
mix of branded apparel, wintersports equipment, footwear,
accessories and related products.  The company's apparel and
footwear brands represent a casual lifestyle for young-minded
people that connect with its boardriding culture and heritage.
The reputation of Quiksilver's brands is based on different
outdoor sports.  The Company's Quiksilver, Roxy, DC and Hawk
brands are synonymous with the heritage and culture of surfing,
skateboarding and snowboarding, and its beach and water oriented
swimwear brands include Raisins, Radio Fiji and Leilani.  The
Company continues to make snowboarding equipment under its DC,
Roxy, Lib Technologies, Gnu and Bent Metal labels.  The
company's products are sold in over 90 countries in a wide range
of distribution, including surf shops, skate shops, snow shops,
its proprietary Boardriders Club shops and other company-owned
retail stores, other specialty stores and select department
stores.

Quiksilver's corporate and Americas' headquarters are in
Huntington Beach, California, while its European headquarters
are in St. Jean de Luz, France, and its Asia/Pacific
headquarters are in Torquay, Australia.  The company has two
subsidiaries located in Mexico.


SANLUIS CORP: Fitch Puts B-/RR4/CCC+ Ratings on Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed on Rating Watch Negative SANLUIS
Corporacion, S.A. de C.V.'s 'B-' Foreign and Local Currency
Issuer Default Rating, its 'B-' Senior Secured Restructured
Credit Facility rating, its 'RR4' recovering rating, its 'CCC+'
Mandatory Convertible Notes rating, 'CCC+' Debenture Notes
rating and its 'RR5' recovery rating.

The negative watch reflects the company's weak liquidity
position, with US$23.2 million of cash and marketable securities
on its balance sheet at the end of March 31, 2008 and the
continue overall deterioration of the automotive industry in
North America especially as it relates to light truck vehicles.
Cash-on-hand plus cash flow generation may be insufficient to
continue amortizing debt in the near-term.  First-half
performance was negatively impacted by a strike at American Axle
(GM supplier) and second half is unlikely to make up for it due
to lower production by Big Three (GM, Ford, Chrysler)
manufactures.  Amortizing debt for the next three fiscal year
consist of US$35 million in 2008 (full year), US$36 million in
2009, and US$93 million in 2010.  Difficult credit market
conditions, beyond management's control, have delayed the
company's ability to complete a bond offering announced in
October of 2007, which has been put on hold awaiting credit
market improvement.  However, financial performance
deterioration in 2008 may complicate the company's ability to
refinance its debt.  Fitch expects to resolve the Watch in the
next three to six months as the rating agency gets a better
understanding about the company's borrowing options and its
ability to complete them.

The ratings of SANLUIS Corporacion, S.A. de C.V. have been based
on SANLUIS' business position as the leading producer of leaf
springs suspension components in the North American Free Trade
Agreement (NAFTA) market (United States, Canada and Mexico
combined) and Brazil, cost competitive advantages and hard
currency generation.  The ratings are constrained by high
financial leverage and near-term debt maturities, industry
cyclicality, cost pressures and a shifting automotive
environment in North America.

SANLUIS' ratings reflects its critically business dependency on
North America's automobile market (77% of revenues), light truck
sales (75% of revenues) and the performance of General Motors
Corp., Ford Motors Co. and DaimlerChrysler (74% of revenues
combined) original equipment manufacturers.  In recent years the
company has sought to diversify its client base and expand sales
to Asian and European OEMs (15% of revenues) and Brazil's
automobile market (23% of revenues).  The rating is further
constrained by decrease production and sales of automobiles in
North America and a shift in consumer preference for smaller
vehicles reflecting expectations that fuel cost will remain
elevated for the foreseeable future.  This environment of higher
fuel prices is likely to lead to additional production cuts by
GM, Ford and Chrysler.

The ratings has been supported by SANLUIS' unique position as
the world's largest designer and manufacturer of leaf springs
with 93% of NAFTA market share and 64% of Brazil market share.
Such dominant position, unlike in the case of other auto
suppliers, has allowed the company the capability to
pass-through a large portion of raw material prices in its
suspension business since 2004.  However, its brake business,
which has attractive but not dominant market share, has been
unable to pass-through its cost increase.

In 2007, SANLUIS Revenues and EBITDA were positively affected by
the launch of new platforms that were obtained in 2006 at both
the suspension and brake divisions and cost pass-through at its
suspension business.  Revenues were up 12% to US$732 million
while EBITDA was up 18% to US$76.7 million.  Capital
expenditures in 2007 was US$16.1 million and it is expected to
remain moderate (in the US$10 million to US$20 million range) in
the coming years due to restrictions under restructured debt
agreements.  Positive free-cash-flow generation allowed the
company to pay debt amortizations during the year.  Credit
protection measures improved and total debt-to-EBITDA ratio
ended the year at 3.1 times compared to 4.3 the prior year.
However, the improvement in credit metrics has been short-lived
as the company's performance was negatively impacted during the
first quarter of 2008 by lower North America vehicle production
and a strike at American Axle, a major GM supplier.
Consequently, last-12-months total debt-to-EBITDA ratio worsened
to 3.4.

Headquartered in Mexico, Sanluis Corporacion S.A.B De C.V. is
formerly known as Sanluis Corporacion S.A. de C.V.  The Group's
principal activities are manufacturing and selling automobile
suspension parts and brake components.  The Suspensions business
segment includes selling multi-leaf springs and parabolic leaf
springs, coil springs, torsion bars and stabilizing bars.  The
Brakes business segment includes selling rotors, disks, drums
and hubs for brake systems.  Clients include DaimlerChrysler,
Ford, General Motors, Agrale, Honda, Mitsubishi, Nissan, Scania,
Toyota, Volkswagen, Dana, Delphi, PBR, and TRW.  It operates
mainly in the United States, Mexico, Brazil and Canada.


WEST CORP: Affiliate Completes Tender Offer for Genesys' Shares
---------------------------------------------------------------
West Corporation disclosed the definitive results of the tender
offer made by West International Holdings Limited, its
subsidiary, for Genesys.

As reported in the Troubled Company Reporter-Latin America on
Feb. 27, 2008, West Corporation sought to acquire Genesys and
combine it with InterCall Inc., its subsidiary.  West made a
cash offer of EUR2.50 per ordinary share and for the American
Depositary Shares at the U.S. dollar equivalent.  The total
transaction value, excluding transaction expenses, is
approximately EUR182.9 million or approximately
US$268.8 million.

These results indicate that, as of the expiration of the
subsequent offering period on June 6, 2008, in aggregate an
additional 4,629,112 Genesys ordinary shares had been tendered
into the offer during the subsequent offering period, including
an additional 1,922,791 Genesys ordinary shares represented by
Genesys ADSs tendered during the subsequent offering period of
the offer in the United States.

When combined with the 64,224,366 Genesys shares tendered into
the offer during the initial offering period that ended on May
7, 2008, and the 1,608,202 Genesys shares that WIH purchased on
the market during the subsequent offering period, these results
indicate that WIH will hold 70,461,680 Genesys shares
representing 96.63% of the share capital and voting rights of
Genesys, based on 72,921,019 shares and voting rights
outstanding as of June 6, 2008.

WIH will accept all of the Genesys ordinary shares tendered into
the offer during the subsequent offering period and expects that
the settlement of the subsequent offer and the delivery of the
offer consideration in accordance with the terms of the
subsequent offer will occur, in respect of tendered Genesys
ordinary shares on Wednesday, June 25, 2008, and in respect of
Genesys ADSs tendered into the subsequent offer no later than
Monday, June 30, 2008, to allow for necessary foreign exchange
conversions.

               Squeeze-Out for the Shares of Genesys

Having obtained greater than 95% of the total share capital and
voting rights of Genesys, WIH will request the implementation of
a mandatory acquisition  or squeeze-out of the Genesys shares
held by minority shareholders.  The AMF is expected to report
the date of implementation of the squeeze-out within the next
several days.

Trading of Genesys shares on the Eurolist market of Euronext
Paris has been suspended as of the publication by the AMF of the
results of the subsequent offering period, and Genesys shares
will be delisted from the Eurolist upon implementation of the
squeeze-out.

                         About Genesys

Founded in 1986, Genesys (Euronext Eurolist: FR0004270270) --
http://www.genesys.com/-- is a provider of converged   
collaboration and communication services to thousands of
organizations, including more than 250 of the Fortune Global
500.  The company's flagship product, Genesys Meeting Center,
provides an integrated multimedia conferencing solution that is
easy to use and available on demand.  With offices in more than
20 countries across North America, Europe and Asia Pacific.  

                     About West Corporation

Headquartered in Omaha, Nebraska,  West Corporation --
http://www.west.com/-- is a provider of outsourced
communication solutions to many companies, organizations and
government agencies.  West has a team of 42,000 employees based
in North America, Europe, and Asia.  West helps its clients
communicate effectively, maximize the value of their customer
relationships and drive greater profitability from every
interaction.

The company also has operations in Australia, Canada, China,
Hong Kong, India, Jamaica, Mexico, Philippines, Singapore,
Switzerland and the United Kingdom.  

InterCall Inc. -- http://www.intercall.com/-- is a subsidiary  
of West Corporation, is a service provider in the world
specializing in conference communications.  Founded in 1991,
InterCall helps people and companies be more productive by
providing advanced audio, event, Web and video conferencing
solutions that are easy-to-use and save them time and money.  
Along with a team of over 600 Meeting Consultants, the company
employs more than 1,500 operators, customer service
representatives, call supervisors, accounting, marketing and IT
professionals. InterCall's U.S. presence, which includes four
call centers and 26 sales offices, extends to Canada, Mexico,
Latin America, the Caribbean, the United Kingdom, Ireland,
France, Germany, Australia, New Zealand, India, Hong Kong,
Singapore and Japan.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
the company's Dec. 31, 2007, balance sheet for the year showed a
stockholders' deficit of US$2.2 million.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Standard & Poor's Ratings Services affirmed its
'BB-' loan rating on the senior secured first-lien bank facility
of West Corp. (B+/Stable/--), after the report that the company
will add  US$134 million to its first-lien term loan.


* TONOLA MUNICIPALITY: Moody's Cuts Local Currency Rating to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded the issuer ratings of
the Municipality of Tonala to Baa1.mx (Mexican National Scale)
and B1 (Global scale, local currency) from A3.mx and Ba3,
respectively.  The rating change was prompted by the continued
deterioration of financial performance observed over the last
few years, which has translated into large borrowing
requirements and tighter liquidity levels.  The new ratings also
take into account the absence of major contingent liabilities,
as well as the municipality's narrow economic base and large
infrastructure needs.  The rating outlook is stable.

Last September the municipality took a 15-year loan of MXN250
million from Interacciones increasing debt levels to a
significant 44% of its total revenue, up from 30% in 2006.  The
proceeds from this loan went to refinance the municipality's
outstanding bank debt of MXN133 millions and the rest to fund
capital projects, bringing debt service requirements to
approximately 6% to 8% of total revenue.  Managing this level of
debt service will require the municipality to improve its
falling operating margins.

As far as indirect debt and contingent liabilities, these
continue to be very modest and are not expected to represent a
burden for the municipality in the near future: SIAPA, the water
and sewer company that serves all the municipalities in the
metropolitan area of Guadalajara (rated Ba2—A2.mx), is expected
to remain self-sufficient over the medium-term, while pension
payments to municipal employees continue to be the
responsibility of the pension institute of the State of Jalisco,
to which the municipality makes contributions as an employer.  
The municipality reports to be current on its payments to the
state pension system having already paid all past due accounts
accumulated with the institute during 2005 and 2006.

In the recent past, Tonala's financial performance has featured
significant and recurring budgetary shortfalls, falling
operating margins and decreasing liquidity levels: trends that
if not reversed could complicate the municipality's financial
maneuverability, particularly in light of the increase in debt
service requirements expected in the following years.  The
municipality's budgetary shortfalls (11.3% of total revenues on
average during 2003-2007) are basically explained by the rapid
growth of current spending, particularly in the areas of
personnel, services and previous years' unpaid expenditures
(adefas).

Tonala's own-source revenue base represents a third of its total
revenue, level similar to the average for Mexican
municipalities, which like Tonala's are limited by a high level
of property tax delinquencies and low property values.  
Nonetheless, Tonala's own-source revenues are benefiting from a
high level of dynamism in the construction and real estate
sector in general, which have translated into increasing
collection of construction related fees and turn-over taxes.

While the municipality does not produce a Balance Sheet, its
liquidity levels appear to be narrow provided the large level of
adefas -- for which spending is recognized in the income
statement in the year after it was incurred -- recorded in the
last few years and the low level of year-end cash reported in
the last two years.

The rating outlook is stable and incorporates the low likelihood
that the involvement of some municipal officials in a corruption
case that is currently under investigation will directly affect
the municipality's credit, given that the alleged actions have
not yet called into question the municipality's ability and
willingness to pay.



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

CHIQUITA BRANDS: Clarifies Comments About 2008 Outlook
------------------------------------------------------
Chiquita Brands International, Inc., has clarified certain
comments made in its mid-quarter price and volume release.  The
company expects to deliver strong year-on-year improvement in
operating performance for the second quarter and full year 2008.  
The company noted that the third quarter is traditionally a weak
quarter for the company and the banana industry.

Chairman and CEO Fernando Aguirre said, "We would like to
clarify that, assuming continued pricing and foreign exchange
trends as well as current cost expectations, the 'significant
loss' anticipated in the third quarter of 2008 is expected to be
roughly in line with the loss incurred during the third quarter
of 2007.  Consistent with our earlier disclosures, we continue
to expect to deliver much better performance for 2008 versus
year ago."

The company also announced that Fernando Aguirre, Chairman and
CEO, will present at the 18th Annual Wachovia Nantucket Equity
Conference.  The presentation is scheduled to begin at 2 p.m.
EDT on Tuesday, June 24, 2008 at the White Elephant Hotel,
Nantucket, MA.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and          
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

                          *    *    *

In March 2008, Moody's Investors Service affirmed Chiquita
Brands International, Inc.'s B3 corporate family and B3
probability of default ratings.  Moody's said the rating outlook
remains negative.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26, 2007.


* PANAMA: S&P Sees Robust Cash Flow After Panama Canal Expansion
----------------------------------------------------------------
Standard & Poor's Ratings Services has published a credit rating
summary on the Republic of Panama.

  -- Credit Rating: BB+/Stable/B

                           Rationale

The ratings on the Republic of Panama reflect a stable
macroeconomic environment and a booming economy that, in turn,
enhance fiscal flexibility and underpin a strong economic growth
outlook.  The use of the U.S. dollar as the official currency
since 1904 has anchored Panama's long-standing monetary
stability.  This has underpinned macroeconomic policy stability
and fairly constant policies that favored economic growth
prospects.  In this context as well as with the support of a
booming global economy, Panama was able to capitalize and
achieve record economic growth rates: 11.2% in 2007 and an
average of 6.5% since 2002.  During this time, and even though
the canal continues to be the main economic driver, economic
diversification has increased.  New areas like residential
tourism, port logistics, and high-end construction have been
increasing their contribution to the country's economic
structure.  

However, S&P expects that the projected slowdown in the United
States economy and its impact on the overall global economy will
hurt canal activity in 2008.  Still, because of activities
related to the canal expansion, the construction boom, and
further expansion of port facilities, S&P expects real GDP to
grow by 7% in 2008.

Notwithstanding its clear benefits for the Panamanian economy,
official dollarization implies that the government cannot use
monetary or exchange-rate polices to adjust to economic shocks.
Hence, fiscal policy flexibility assumes an especially important
role.

In this regard, supported by the country's economic boom, the
government has been able to improve its fiscal performance
significantly. The general government recorded a surplus of
about 2.6% of GDP in 2007 and will likely have a small deficit
of about 0.7% of GDP in 2008 as the presidential election nears.  
This is a remarkable improvement from a deficit of 5.6% in 2004.  
At the same time, the net general government debt burden --
which takes into account large asset holdings, such as the Trust
Fund for Development and deposits at Banco Nacional de Panama --
declined to about 32% of GDP in 2007 and an expected 30% in 2008
from 42% in 2004.  The decreasing size of Panama's debt helps
improve budgetary flexibility, reducing the interest burden to
an expected 13% of general government revenue in 2008 from 21%
in 2004.

Maintaining a fiscal position near balance during the expansion
of the Panama Canal is critical.  The pace of growth in
transfers from the Panama Canal Authority to the central
government, which accounted for 22% of central government
revenue in 2007, should moderate as the global economy slows,
eroding canal revenues.  This will be of particular importance
in 2008, as fiscal spending pressures will likely increase, not
only because of normal pre-electoral dynamics but also due to
increasing inflationary pressures.  In line with these concerns,
the Panamanian congress has recently approved a new and more
comprehensive fiscal responsibility law that -- among other
things--sets a 1% of GDP cap for the nonfinancial public sector
deficit and 35% of GDP for net consolidated nonfinancial public
sector debt.

                             Outlook

The stable outlook balances the positive momentum from an
improving economic and fiscal trend with the risks associated
with the ongoing canal expansion in a global economic slowdown
context. S&P expects that Panama can finance the expansion of
the Panama Canal -- officially estimated at a cost of US$5.25
billion (26% of 2007 GDP), including US$1.1 billion in
contingency costs -- in a manner that does not unduly burden
government finances.  S&P also expects that the free cash flow
of the canal after payments of tonnage fees and dividends to the
central government will remain robust throughout the
construction period, which extends through 2014.  

Panama Canal Authority's cash-generating capacity, combined with
its holdings of US$1.4 billion in cash and cash equivalents at
fiscal year-end Sept. 30, 2007, supports its financing capacity
as it begins this complex project.  As long as the expansion
project remains on or close to budget, S&P assumes that the
project will pose limited risk to Panama Canal Authority's
payments to the government; namely, payments of dividends and
tonnage fees will be at least the minimum specified by the 2006
referendum.

Further consolidation of fiscal and economic improvement as well
as positive developments in the canal expansion will improve the
sovereign creditworthiness.  However, if the canal project were
to impair the government's fiscal performance or if the
government's commitment to fiscal discipline weakens, the
ratings could come under downward pressure.



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

PSEG ENERGY: Unit to Sell Chilean SAESA Group For US$870 Million
----------------------------------------------------------------
PSEG Global has signed an agreement to sell the SAESA Group of
Companies in southern Chile to a consortium formed by Morgan
Stanley Infrastructure and the Ontario Teachers' Pension Plan.
The SAESA Group consists of major electric distribution and
transmission businesses with 639,000 customers in Chile and
total of more than 135 MWs of wind, hydro, diesel and gas
electric generation capacity.

The transaction has a base equity sale value of approximately
US$870 million.  There will be a price adjustment based on the
timing of the closing which is expected to occur in the third
quarter of this year.  In addition to the equity, the buyers
will assume in excess of US$400 million of consolidated debt of
the SAESA Group.  Cash proceeds to PSEG from the transaction are
expected to total approximately US$600 million after both
Chilean and United States taxes.  The sale is expected to
generate an after-tax gain for PSEG of approximately US$170 to
US$180 million during 2008, which will be reported in
Discontinued Operations.  A tax charge of US$82 million was
recognized in the fourth quarter of 2007, when the financial
results of the SAESA Group were reclassified to Discontinued
Operations.

This announcement follows PSEG Global's 2007 sales of its
interests in the electric distribution businesses, Chilquinta
Energia and Luz del Sur in Chile and Peru, and its ownership
interest in the Peruvian hydroelectric generation company,
Electroandes.  "PSEG has been seeking to decrease international
exposure by being open to selling international assets when
we can obtain strong valuations," PSEG Chief Financial Officer
and PSEG Energy Holdings president, Tom O'Flynn said.  "These
companies have been well run and are well situated.  It is no
surprise that there was substantial interest in acquiring these
assets".

PSEG Global's remaining international assets consist of small
investments in electric generation plants in Italy, India and
Venezuela.

Credit Suisse acted as exclusive financial advisor to PSEG in
connection with the transaction.

                About Morgan Stanley Infrastructure

Morgan Stanley Infrastructure --
http://www.morganstanley.com/infrastructure-- is a global  
investment platform that focuses on long-term investments
associated with providing essential public goods and services to
societies across the globe.  With offices in North America,
Europe and Asia, Morgan Stanley Infrastructure is part of the
Merchant Banking Division within Morgan Stanley Investment
Management.

                     About Ontratio Teachers

The Ontario Teachers' Pension Plan -- http://www.otpp.com-- is  
the largest single-profession pension plan in Canada, with
CAD108.5 billion in net assets.  An independent corporation, it
is responsible for investing the pension fund's assets and
administering the pensions of Ontario's 278,000 active and
retired teachers.  Teachers' Infrastructure portfolio was
initiated in 2001 and focuses on the acquisition and long-term
retention of assets that have a long economic life and offer
low-risk, reliable returns linked to inflation to pay
inflation-indexed pensions.

                       About PSEG Energy

PSEG Energy Holdings LLC -- http://www.pseg.com-- operates  
principally through its subsidiaries PSEG Global LLC, which owns
and operates international and domestic projects engaged in the
generation and distribution of energy, and PSEG Resources LLC,
which has invested primarily in energy-related leveraged leases.  
PSEG Energy Holdings also owns Enterprise Group Development
Corporation, a commercial real estate property management
business.  In March 2007, PSEG Global announced that it is
exploring a potential sale of Electroandes, a hydro-electric
generation and transmission company in Peru.  PSEG Global owns
approximately 100% of Electroandes.  Electroandes owns and
operates four hydro-generation plants with total capacity of 180
megawatts and 437 miles of electric transmission lines.



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

HOME INTERIORS: Disclosure Statement Hearing to Continue Aug. 21
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas will continue on Aug. 21, 2008, at 9:00 a.m., the hearing
on the disclosure statement filed by Home Interiors & Gifts Inc.
and its debtor-affiliates.

As reported by the Troubled Company Reporter on May 5, 2008, the
Debtors delivered to the Court their disclosure statement dated
April 29, 2008, explaining their chapter 11 plan of
reorganization.

The plan will eliminate the Debtors' non-operational and other
under performing business units.  The Debtors will enter into a
revolving credit facility to provide necessary liquidity for
their operations.

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.


HOME INTERIORS: Gets OK to Hire Equity Partners as Sales Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave Home Interiors & Gifts Inc. and its debtor-affiliates
authority to engage Kenneth Mann at Equity Partners Inc. as
their asset sales broker, nunc pro tunc, to the Debtors'
bankruptcy filing.

The Debtors have determined that their successful reorganization
requires, among other things, the going concern sale, or at
least the sale of significant assets and potential lease
assumptions of their operations, including Laredo Candle Company
LLC and Dallas Woodcraft Company LLC.  Hence, the Debtors
require the assistance of capable professional brokers to
provide marketing and related brokerage services as the Debtors
continue to explore various options with respect to its assets
and operations.

Equity Partners will receive reimbursement for out-of-pocket
expenses not to exceed US$20,000.  The firm will receive a
transaction fee calculated upon the gross sales proceeds in cash
at the settlement of any sale of assets:

   -- 6% of the first US$5,000,000 of cumulative gross sales
      proceeds;

   -- 4% of cumulative gross sales proceeds between US$5,000,001
      and US$10,000,000; and

   -- 2% of cumulative gross sales proceeds in excess of
      US$10,000,000.

The firm can be reached at:

   Kenneth Mann
   (kmann@equitypartnersinc.com)
   Equity Partners Inc.
   28637 Old Pasture Drive
   Easton, MD 21601
   Tel: (410) 822-0216
   Fax: (410) 822-0217
   Mobile: (410) 533-5209
   http://www.equitypartnersinc.com/

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.


HOME INTERIORS: Taps Judd Thomas as Tax Preparation Consultants
---------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Judd, Thomas, Smith & Company PC as their
tax preparation consultants.

The Debtors related that the retention of JTS is necessary to
the timely preparation and confirmation of a plan of
reorganization.  JTS will assist the Debtors by providing staff
to assist with the preparation of these income tax returns:

   a. stand-alone federal forms 1065 and 1120 for the
      subsidiaries of Home Interiors and Gifts Inc.;

   b. stand-alone Federal form 1120 for HIG;

   c. consolidated federal form 1120 for HIG and its
      subsidiaries;
      
   d. state income tax returns for HIG and its subsidiaries; and

   e. other state filings and tax analyses.

The standard rates of JTS with tax accountant are:

   Administrative staff                US$58 per hour
   Paraprofessional staff              US$80 per hour
   Professional staff (non-managerial) US$800 to US$115 per hour
   Professional staff (managerial)     US$120 to US$175 per hour
   Shareholders                        US$225 per hour

The current Standard Rates will increase effective July 1, 2008,
consequent to the scheduled annual salary increases paid to JTS
staff.  The increases awarded to individual JTS staff members
are not expected to exceed 15%.  JTS provides discounted rates
at 20% for all time rendered services performed for the Debtors
during the months of May through August, and November through
December.

The firm can be reached at:

   Judd, Thomas, Smith & Company, P.C.
   12222 Merit Drive, Suite 1900
   Dallas, TX 75251-3210
   Tel: (972) 661-5872
   Fax: (800) 304-4887
   http://www.jtsco.com/

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.


HOME INTERIORS: Taps PricewaterhouseCooper as Tax Advisor
---------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates ask
permission from the United States Bankruptcy Court for the
Northern District of Texas to employ PricewaterhouseCoopers LLC
as accountant and tax advisors.

The firm will audit the consolidated financial statements of the
Debtors at Dec. 31, 2007, and for the year then ended.  
Specifically, the firm will:

   a) provide advice, answers to questions and opinions on tax
      planning or reporting matters, including research,
      discussions, preparation of memoranda and attendance at
      meetings relating to such matters;

   b) review the Company's federal consolidated income tax
      return to such extent that the firm may sign the return as
      paid;
  
   c) review state income tax returns as necessary;

   d) provide advice and assistance with respect to matters
      involving the Internal Revenue Service or other tax
      authorities on an as-needed or as-requested basis; and

   e) assist the Debtors with transfer pricing documentation and
      compliance issues for the year ending Dec. 31, 2007.

The firm estimates its fees for Home Interiors de Mexico at
US$56,000, and for Mexico Manufacturing, US$5,016.  The firm's
professionals and their compensation rates are:

      Designations                   Hourly Rates
      ------------                   ------------
      Partner                       US$580-US$638
      Managers                      US$308-US$506
      Directors                     US$308-US$506
      Associates                    US$160-US$237
      Senior Associates             US$160-US$237
      Administration                   US$116
      Paraprofessionals                US$116

Thomas W. Codd, Jr., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.


HOME INTERIORS: Wants to Continue Engagement of PwC as Auditor
--------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ PricewaterhouseCoopers LLP as their
accountant and tax advisor effective as of the bankruptcy
filing.

The Debtors related that they need the services of the auditing
firm in carrying out their duties as debtors-in-possession
pursuant to a Nov. 9, 2007 engagement letter and a May 15, 2008
engagement letter between the Debtors and PwC.  They said that
PwC has advised them on various issues including audits, tax
preparation, and doing business in foreign countries.

PwC, the Debtors said, consented to the engagement.

The Debtors submitted to the Court an affidavit of Tom Codd, PwC
partner, sworn to June 6, 2008.

PwC will be compensated as:

   Audit Services -- Fixed Fee Estimate

     a. compensation: PwC estimates its U.S. fees for this audit
        engagement will be US$388,250.  PwC estimates its
        Mexican fees for Home Interiors de Mexico and Mexico
        Manufacturing will be US$56,800 and US$5,016.
        Invoices will be generated and billed as:

               Date             Fee Amount
               -------------    ----------
               November 2007     US$60,000
               December 2007        55,000
               January 2008         80,000
               February 2008       135,000
               March 2008           58,250
               -------------    ----------
               Total            US$388,250

        This Fee Estimate comprises a flat fee for the work
        identified as of November 2007 to be performed by PwC.
        To date, US$407,465 (US$336,377 for the US Audit --
        US$330,000 in fees and US$6,377 in expenses) and
        US$71,088 for the Mexican services (US$61,816 in fees
        and US$9,272 in expenses) has been paid related to these
        services.

        Accordingly, US$58,250 is owed and will be paid
        postpetition, along with related out-of-pocket expenses,
        for postpetition audit services and expenses.

   Tax Services -- Hourly Rate Billings

     a. compensation: The Debtors will compensate PwC for its
        professional services based upon agreed hourly rates.  
        The customary hourly rates of the auditing firm are:

        Partner                         US$580-US$638
        Manager/Director                US$308-US$506
        Associate/Senior Associates     US$160-US$237
        Administration/Paraprofessional        US$116

The Debtors will also reimburse PWC for its reasonable out-of-
pocket expenses.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and  
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Official Committee of Unsecured
Creditors.  When the Debtors file for protection against their
creditors, they listed assets and debts between US$100 million
and US$500 million.



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

NAVIOS MARITIME: Sponsoring Navios Maritime Acquisition Corp.
-------------------------------------------------------------
Navios Maritime Holdings Inc. is the sponsor and corporate
shareholder of Navios Maritime Acquisition Corporation, a newly
organized special purpose acquisition company formed for the
purpose of acquiring, through a merger, capital stock exchange,
asset acquisition, stock purchase or other similar business
combination, one or more assets or operating businesses in the
marine transportation and logistics industries.

On June 17, Navios Acquisition filed with the United States
Securities and Exchange Commission a registration statement on
Form F-1 for the initial public offering of 22,000,000 units.  
Each unit has an offering price of US$10 and consists of one
share of common stock and one warrant that entitles the holder
to purchase one share of common stock under the terms and
conditions described in the Registration Statement.  The net
proceeds of the offering will be held in trust pending the
completion of an acquisition.

J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.
are acting as joint bookrunning managers and S. Goldman Advisors
LLC is acting as the co-manager for the initial public offering.
Navios Holdings has agreed to invest a total of US$7,600,000 in
a private placement of warrants to occur simultaneously with the
closing of the initial public offering.  Following the public
offering, Navios Holdings expects to own approximately 19% of
the common shares of Navios Acquisition.

A Registration Statement relating to these securities has been
filed with the U.S. Securities and Exchange Commission but has
not yet become effective.  These securities may not be sold, nor
may offers to buy be accepted, prior to the time the
registration statement becomes effective.

A copy of the preliminary prospectus relating to these
securities may be obtained from:

      J.P. Morgan Securities Inc.
      Attention: Prospectus Department
      4 Chase Metrotech Center,
      CS Level, Brooklyn, NY 11245,
      Telephone:(718) 242-8002
      E-mai: addressing.services@jpmorgan.com

                 or

      Deutsche Bank Securities Inc.
      Attention: Prospectus Department
      100 Plaza One, Jersey City,
      New Jersey 07311
      Telephone: (800) 503-4611
      E-mail: prospectusrequest@list.db.com.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2007, Standard & Poor's Ratings Services has revised
its outlook on Greece-based dry-bulk shipping company Navios
Maritime Holdings Inc. to positive from stable.  At the same
time the 'BB-' corporate credit ratings on the company were
affirmed.  In addition, the senior unsecured debt rating was
raised to 'B+' from 'B'.



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

PETROLEOS DE VENEZUELA: Drills First Offshore Natural Gas Well
--------------------------------------------------------------
Petroleos de Venezuela S.A.'s Exploration and Production Vice
President Luis Vierma said at a conference that the firm has
drilled its first offshore natural gas well, Business News
Americas reports.

According to Petroleos de Venezuela, Norway's Neptune Discoverer
drillship is drilling the Mariscal Sucre project under a four-
year contract.

BNamericas relates that Mr. Vierma said during the Latin
American Petroleum Show in Maracaibo, "We're not just an onshore
company.  We're turning into offshore company and we're
enthusiastic about what is going to come in the next few
months."

BNamericas notes that the Mariscal Sucre project will produce
some 600 million cubic feet per day in its initial stage.  It
will initially supply the domestic market.  According to
Petroleos de Venezuela's President Rafael Ramirez, the project
will then help Venezuela export liquefied natural gas beginning
in 2011 or 2012.  A second drillship will eventually join
Neptune Discoverer.  Mr. Ramirez said, "We are about to secure a
second drill and therefore will be able to meet our natural gas
production goals for 2012."

The report says that Petroleos de Venezuela will build a
temporary marine base in Anzoategui.  It will then set up a more
permanent presence in Sucre.

"A lot of the projects we have been discussing with the private
sector for five or six years are now becoming a reality," Mr.
Vierma commented to BNamericas.

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

                        *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.


PETROLEOS DE VENEZUELA: Gov't Uninformed on Cemex Share Sale
------------------------------------------------------------
Petroleos de Venezuela S.A. told the Associated Press that Cemex
SAB de CV has been selling shares without informing the
Venezuelan government.

According to AP, the Venezuelan government is against Cemex's
transfer of shares abroad.  The government reportedly is in
talks for a takeover of Cemex's Venezuelan unit, which President
Hugo Chavez nationalized in April 2008.

As reported in the Troubled Company Reporter-Latin America on
April 9, 2008, Cemex is open to negotiations on Venezuela's
takeover of its unit.

Cemex spokesperson Jorge Perez told the AP that the firm
transferred assets within the company.  He denied that the
assets were sold.  

The AP states that Cemex's Venezuelan unit said the issue
involves US$355 million in shares it held in cement firms in
Panama, the Dominican Republic, Trinidad and Tobago, and
Guadeloupe.

                         About Cemex SAB

Headquartered in Monterrey, Mexico, Cemex S.A. B de C.V. is a
holding company primarily engaged, through its operating
subsidiaries, in the production, distribution, marketing and
sale of cement, ready-mix concrete, aggregates and clinker.  It
also offers a whole range of custom- made products, as well as
other building materials, including plumbing and electrical
supplies.  The company's assets include technological center
that is involved in the research and evaluation for the
construction industry.  Cemex operates in more than 50 countries
in the Americas, Europe, Africa, the Middle East and Asia.

                 About Petroleos de Venezuela

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

                       *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.


PETROLEOS DE VENEZUELA: Monomeros Buys 77.5% Stake in Gravetal
--------------------------------------------------------------
Monomeros Colombo-Venezolano, a unit of Petroleos de Venezuela
SA's Pequiven, has purchased a 77.5% stake in Bolivian soy
manufacturer Gravetal Bolivia, El Universal reports, citing the
Bolivian Foreign Trade Institute and the East Farming Chamber.

East Farming Chamber's Director and Association of Corn and
Sorghum Growers Chairperson Vicente Gutierrez told El Universal
that the purchase "is a step backwards for the local
agriculture".  The Venezuelan investment "is in the context of
the policies of Alba [Bolivarian Alternative for the Peoples of
the Americas]," Mr. Gutierrez added.

According to El Universal, Bolivia's Santa Cruz agricultural and
livestock sector didn't "welcome the operation involving the
purchase with Venezuelan capital of one of the largest
oleaginous companies in that department".  Santa Cruz was
declared autonomous on May 4, 2008.

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

                        *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.



                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

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

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

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

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