TCRLA_Public/080701.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Tuesday, July 1, 2008, Vol. 9, No. 129

                            Headlines


A R G E N T I N A

ALITALIA SPA: Italy Gives Adviser Two Months to Draft Plan
BARILO SRL: Proofs of Claim Verification Deadline Is Aug. 13
COMET SA: Trustee Verifies Proofs of Claim Until Aug. 7
FONO CENTER: Proofs of Claim Verification Deadline Is Sept. 5
HUNTSMAN CORP: Suit Against Apollo is Baseless, Hexion Says

RAPI TAXI: Proofs of Claim Verification Is Until July 31
RED DIAMONDS: Concludes Reorganization Process
TECNO TRON: Trustee to File Individual Reports on Sept. 9
W.R. GRACE: High Court Drops Request to Review Criminal Case


B E R M U D A

FOSTER WHEELER: Italian Unit Gets Refinery Expansion Contract
FOSTER WHEELER: Spanish Subsidiary Bags Three HRSG Contracts
GALLE INVESTMENTS: Proofs of Claim Filing Deadline Is July 11
GALLE INVESTMENTS: Sets Final Shareholders Meeting for July 30
NAESS INVESTMENTS: Proofs of Claim Filing Is Until July 21

NAESS INVESTMENTS: To Hold Final Shareholders Meeting on July 30
XL CAPITAL: CreditSights Analyst Sees Bond Insurer Insolvencies


B R A Z I L

ACXIOM CORP: S&P Holds 'BB' Rating and Changes Outlook to Stable
BANCO BRADESCO: Okays BRL387MM Dividend Payment to Shareholders
BANCO BRADESCO: To Spend BRL280 Mil. for Branch Expansion
BANCO NACIONAL: Invests BRL86.5MM in Northeast Infrastructure
BANCO SOFISA: Moody's Rates US$1.125BB MTN Program/Sr. Notes Ba1

BR MALLS: S&P Holds BB- Long-Term Global Corporate Credit Rating
BRASKEM SA: Will Invest BRL1.7 Billion in Camacari Complex
COMPANHIA SIDERURGICA: To Invest US$6 Bln. in Pernambuco Plant
DELPHI CORP: Solicits Offers for Exhaust Business
HEXION SPECIALTY: Says Huntsman Suit Against Apollo is Baseless

SADIA SA: Completes Acquisition of Excelsior Alimentos
SHARPER IMAGE: Hearing on Plan Filing Date Extension Set July 16
SHARPER IMAGE: Hilco/Gordon Brothers to Market Brand Name
SHARPER IMAGE: Court Approves Employee Incentive Plan


C A Y M A N  I S L A N D S

AUSPEX FUND: Proofs of Claim Filing Deadline Is July 6
HAWK CAPITAL: Deadline for Proofs of Claim Filing Is July 6
MENEMSHA CAPITAL: Proofs of Claim Filing Deadline Is July 3
NEW CITY HARAJUKU: Deadline for Claims Filing Is Until July 3
PS PROPERTY: Deadline for Proofs of Claim Filing Is July 4

SAVANNAH-BALTIMORE: Proofs of Claim Filing Deadline Is July 5
SPNY PARTICIPATION: Proofs of Claim Filing Deadline Is July 6


C H I L E

SOCIEDAD DE INVERSIONES: S&P Puts BB- Rating On Negative Watch


C O L O M B I A

GRAN TIERRA: Closes Costayaco-4 Drilling & Testing Operations
* BOGOTA: Moody's Ups Foreign Currency Issuer/Debt Rtngs to Baa3


C O S T A  R I C A

DOLE FOOD: Implements Green Agricultural Practices in Costa Rica


J A M A I C A

AIR JAMAICA: Will Have New Board This Month
AIR JAMAICA: Workers Warn of Holding Strike
AIR JAMAICA: Brazil Eyes Direct Link Service With Air Jamaica
SUGAR CO: Bruce Golding Inks Asset Transfer Pact With Infinity


M E X I C O

AMERICAN AXLE: Moody's Cuts Corporate Family Rating to B1
BHM TECHNOLOGIES: Lehman Objects to Rothschild as Banker
BHM TECHNOLOGIES: Court Approves July 31 as Claims Bar Date
BHM TECHNOLOGIES: Files Schedules of Assets and Liabilities
DURA AUTOMOTIVE: Emerges from Chapter 11 Protection in Delaware

FOAMEX INT'L: Commences Rights and Second Lien Loan Offerings
QUEBECOR WORLD: Closes Sale of European Assets for EUR135 Mil.


P A N A M A

KANSAS CITY: T. Kenna Replaces D. Starling as Unit's President


P E R U

GLOBAL PAYMENT: Posts US$1.06MM Net Loss in Qtr. Ended March 31


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Will Sell Natural Gas to Petrobras
PETROLEOS DE VENEZUELA: Uruguay Abandons Project With Firm


* Large Companies With Insolvent Balance Sheet


                         - - - - -


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

ALITALIA SPA: Italy Gives Adviser Two Months to Draft Plan
----------------------------------------------------------
The Italian government has given Intesa Sanpaolo S.p.A. two
months to complete a rescue plan for Alitalia S.p.A., Marco
Bertacche and Flavia Krause-Jackson of Bloomberg News report
citing Finance Minister Giulio Tremonti.

According to Mr. Tremonti, Bloomberg News relates, the
government expects a solid business solution within next month.  
Italy tapped Intesa as its adviser for the sale of its 49.9%
stake in Alitalia.

"There isn't any more time for transitory fixes and delays,"
Mr. Tremonti told Bloomberg News.

Alitalia Chairman Aristide Police was quoted by Agenzia
Giornalistica Italia as saying that Alitalia's rescue plan will
involve first a capital increase followed by a search for an
international partner.  

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.


BARILO SRL: Proofs of Claim Verification Deadline Is Aug. 13
------------------------------------------------------------
The court-appointed trustee for Barilo S.R.L.'s bankruptcy
proceeding will be verifying creditors' proofs of claim until
Aug. 13, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 22, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Barilo 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 Barilo's accounting
and banking records will be submitted in court on Oct. 28, 2008.


COMET SA: Trustee Verifies Proofs of Claim Until Aug. 7
-------------------------------------------------------
The court-appointed trustee for Comet S.A.'s reorganization
proceeding, will be verifying creditors' proofs of claim until
Aug. 7, 2008.

The trustee will present the validated claims in court as  
individual reports on July 4.  The National Commercial
Court of First Instance in Mar del Plata, Buenos Aires, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by Comet 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 Sol y Valles'
accounting and banking records will be submitted in court on
Oct. 16, 2008.


FONO CENTER: Proofs of Claim Verification Deadline Is Sept. 5
------------------------------------------------------------
The court-appointed trustee for Fono Center S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
Sept. 5, 2007.

The trustee will present the validated claims in court as
individual reports on Oct. 17, 2008.  National Commercial Court
of First Instance in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Fono Center 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 Fono Center's
accounting and banking records will be submitted in court on
Nov. 28, 2008.


HUNTSMAN CORP: Suit Against Apollo is Baseless, Hexion Says
-----------------------------------------------------------
Hexion Specialty Chemicals Inc. issued a statement in response
to a suit filed by Huntsman Corp. in Texas:

"It is unfortunate that Huntsman has chosen to file a baseless
lawsuit against Apollo and to personally sue two of its
principals.  Huntsman's Texas suit violates a clear provision of
the merger agreement which requires that any litigation be
brought exclusively in the State of Delaware.  As we alleged in
our suit, primarily due to Huntsman's underperformance, we
believe that consummating the merger on the basis of the capital
structure agreed to with Huntsman would render the combined
company insolvent.  In fact, Huntsman's suit does not dispute
that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

As reported in the Troubled Company Reporter on June 24, 2008,
Huntsman Corp. filed a suit against Apollo Management L.P.
and partners Leon Black and Joshua Harris in Conroe, Texas, for
fraud and tortuous interference in connection with inducing
Huntsman to terminate its merger agreement with Basell AF, a
Dutch manufacturer, to enter into a merger agreement with Apollo
affiliate Hexion Specialty Chemicals instead.  

The TCR disclosed on June 20, 2008, that Hexion Specialty and
related entities filed a suit in the Delaware Court of Chancery
to declare its contractual rights with respect to a US$10.6
billion merger agreement, which includes the assumption of debt,
with Huntsman.

In the petition filed, Huntsman seeks a jury trial to determine
the defendants' liability to Huntsman for actual damages
exceeding US$3 billion, plus exemplary damages.

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/--  serves the global wood and
industrial markets through a broad range of thermoset
technologies, specialty products and technical support for
customers in a diverse range of applications and industries.
Hexion Specialty Chemicals is controlled by an affiliate of
Apollo Management, L.P.

Outside the United States, the company has regional headquarters
in: China through Hexion Specialty Chemicals Singapore Pte Ltd.;
Australia through Hexion Specialty Chemicals Australia Pty.; the
Netherlands through Hexion Specialty Chemicals B.V.; and in
Brazil through Hexion Quimica Industria e Comercio Ltda.

                      About Huntsman Corp.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care, detergent, personal care,
furniture, appliances and packaging.  Originally  known for
pioneering innovations in packaging and, later, for rapid and
integrated growth in petrochemicals, the company has 13,000
employees and operates from multiple locations worldwide.   Its
Latin American operations are in Argentina, Brazil, Chile,
Colombia, Guatemala, Panama and Mexico.  The Company had 2007
revenues of approximately US$10 billion.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on
June 24, 2008, Standard & Poor's Ratings Services said that its
ratings on Salt Lake City, Utah-based Huntsman Corp. (BB-/Watch
Neg/--) remain on CreditWatch with negative implications, where
they were placed on July 5, 2007.

Moody's Investors Service’s meanwhile reiterated that the debt
ratings and the corporate family ratings (CFR -- Ba3) for
Huntsman Corporation and Huntsman International LLC, a
subsidiary of Huntsman remain under review for possible
downgrade.


RAPI TAXI: Proofs of Claim Verification Is Until July 31
--------------------------------------------------------
The court-appointed trustee for Rapi Taxi S.R.L.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
July 31, 2007.

The trustee will present the validated claims in court as
individual reports on Sept. 12, 2008.  National Commercial Court
of First Instance in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Rapi Taxi 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 Rapi Taxi's
accounting and banking records will be submitted in court on
Oct. 24, 2008.


RED DIAMONDS: Concludes Reorganization Process
----------------------------------------------
Red Diamonds S.A. has concluded its reorganization process,
according to data released by Infobae on its Web site.  The
closure came after the National Commercial Court of First
Instance in Buenos Aires homologated the debt plan signed
between the company and its creditors.


TECNO TRON: Trustee to File Individual Reports on Sept. 9
---------------------------------------------------------
Julio Cesar Moralejo, the court-appointed trustee for Tecno Tron
S.A.'s bankruptcy proceeding, will present the validated claims
as individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 9, 2008.

Mr. Moralejo will be verifying creditors' proofs of claim until
July 25, 2008.  He will file submit to court a general report
containing an audit of Tecno Tron's accounting and banking
records.

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

The debtor can be reached at:

           Tecno Tron S.A.
           Roque Saenz Pena 885
           Buenos Aires, Argentina

The trustee can be reached at:

           Julio Cesar Moralejo
           Junin 55
           Buenos Aires, Argentina


W.R. GRACE: High Court Drops Request to Review Criminal Case
------------------------------------------------------------
The U.S. Supreme Court rejected W.R. Grace & Co.'s request for a
review of the criminal charges filed by the U.S. Government
against the company and seven of its former executives involving
the release of asbestos from the Libby, Montana, vermiculite
mine.

Grace has operated and mined vermiculite ore in the Libby mine
from 1963 to 1992. Libby residents complained of serious health
problems as a result of the release of asbestos from the mine.
In response, the Government obtained an indictment in 2005
charging Grace and its officers of conspiracy to violate
environmental laws and obstruct federal agency proceedings,
violations of the federal Clean Air Act, and obstruction of
justice. A trial, which has been originally scheduled in
September 2006, was indefinitely delayed as a result of further
appeals by the Government and Grace.

The Government has opposed Grace's request for a Supreme Court
review of the criminal charges arguing that further review will
further delay the trial.  According to the Government, "[s]ome
witnesses and many victims . . . are dying from mesothelioma,
asbestosis, and other asbestos-related diseases . . . As time
passes, more witnesses will be unavailable to testify, and fewer
victims will be able to attend the trial."

The U.S. District Court for the District of Montana, in 2006,
preliminarily dismissed as time barred the "knowing endangerment
object in the indictment. In October 2007, at the Government's
behest, the U.S. Court of Appeals in the Ninth Circuit
reinstated the conspiracy charges.  Grace appealed the Appellate
Court's ruling and asked for Supreme Court intervention.

According to the Seattle Post Intelligencer, Grace argued over
the scientific definition of the type of asbestos that
contaminated the vermiculite and insisted that the Environmental
Protection Agency's definition of "asbestos" doesn't cover most
of the fibers identified in the vermiculite ore mined in Libby.

Grace has said in a regulatory filing with the U.S. Securities
and Exchange Commission in September 2007 that it may pay as
much as US$280 million in fines if convicted in the criminal
case.  Grace added that its former officers may face up to 15
years of imprisonment, if convicted.  In another regulatory
filing with the SEC in March 2007, Grace said it expects that
legal fees for its defense in the indictment and that of its
current and former employees could range from US$3 million to
US$4 million per quarter.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally including Argentina,
Australia and Ireland.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The
Debtors hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and
Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants. The
Asbestos Committee of Property Damage Claimants tapped Scott
Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq.,
at Kramer Levin Naftalis & Frankel, LLP, represents the Official
Committee of Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file
a chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending
an estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on Jan. 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered
into a settlement-in-principle regarding the PI asbestos claims.  
The settlement calls for the creation of a Section 524(g) trust
and payments of about US$3,000,000,000 in cash and stocks from
W.R. Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000.  
As of Nov. 30, 2007, W.R. Grace's balance sheet showed total
assets of US$3,335,000,000, and total debts of US$3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 160; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).



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

FOSTER WHEELER: Italian Unit Gets Refinery Expansion Contract
-------------------------------------------------------------
Foster Wheeler Ltd. disclosed that Milan-based Foster Wheeler
Italiana S.p.A., part of its Global Engineering and Construction
Group, has been awarded a services contract by Mariisky NPZ Ltd.
for the planned expansion of the Mari-El refinery, located in
the Republic of Mari-El, Russian Federation.  Mariisky NPZ
Ltd., a private company, owns and operates the refinery.

The objective of the expansion is to increase the refinery’s
crude processing capacity from 27,000 barrels per stream day
(BPSD) to 90,000 BPSD and to increase its ability to convert
lower-value products into higher-value products.  Mariisky NPZ
Ltd. plans to install a new refinery train including new
crude and vacuum distillation units, hydrocracking,
hydrodesulfurization, amine and sulfur recovery units based
on Shell technology, a solvent deasphalting unit, a hydrogen
production unit based on Foster Wheeler technology, and sour
water stripping facilities.

In addition, a power plant will be built to burn asphalt from a
solvent deasphalting unit to produce steam for electric power
generation for the refinery and for export to a public
network.  Nitrogen oxide and sulfur oxide removal systems will
be installed to clean the boiler flue gases.  New utility
systems and storage and auxiliary facilities also form part of
the expansion project.

Foster Wheeler Italiana will define the design basis, then
undertake the basic design package for the non-licensed process
units, power plant, utilities and offsites, and front-end
engineering design (FEED) for the entire expansion project. The
company also will provide assistance to the Russian design
institute, which will undertake the permitting activities, and
it will also coordinate and provide support to the licensors who
will prepare the basic engineering packages for the licensed
units.

Foster Wheeler Italiana will also develop a schedule and
execution strategy for the engineering, procurement and
construction phase of this expansion project, and it will
coordinate and supervise the various entities working on the
project, including the selected EPC contractor(s), up to "ready
for start-up" of the new facilities, which is scheduled for
2012.

Foster Wheeler Italiana will be supported by Foster Wheeler's
Moscow operation, particularly in the application of Russian
norms to the design and FEED packages and the development of the
FEED for certain utilities and offsites facilities.

Foster Wheeler Italiana has been released to proceed with the
definition for the non-licensed process units, power plant,
utilities and offsites, the application of Russian norms, and
the licensor coordination and support, all during the design
basis phase.  This scope will be included in Foster Wheeler’s
second-quarter 2008 bookings.  The remaining scope will be
booked if and when released by the client.

"The Russian Federation is a very important market for Foster
Wheeler, demonstrated by our establishment of an operation in
Moscow.  This latest win in the region again confirms the
added value we are able to deliver by combining the technical
expertise and experience of one of our main engineering centers
with the assistance and knowledge of our local operation," said
Marco Moresco, chief executive officer, Foster Wheeler Italiana.

                      About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Moody's Investors Service upgraded Foster
Wheeler LLC's corporate family rating to Ba2 from Ba3, and
raised its probability of default Rating to Ba2 from Ba3.  The
outlook continues to be positive.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Standard & Poor's Ratings Services revised its
outlook on Foster Wheeler Ltd. to positive from stable.  At the
same time, S&P affirmed its 'BB' corporate credit rating on the
company.  The company reported total debt of approximately
US$150 million at Sept. 30, 2007.


FOSTER WHEELER: Spanish Subsidiary Bags Three HRSG Contracts
------------------------------------------------------------
Foster Wheeler Ltd.'s Spanish subsidiary Foster Wheeler Energia,
S.A., part of its Global Power Group, has been awarded three
contracts for heat recovery steam generators (HRSGs) in
Portugal, Spain, and the Netherlands.

An HRSG recovers heat from a hot gas stream and produces steam
that can be used for processing, heating or the generation of
electricity.

Foster Wheeler has received a full notice to proceed on all
contracts.  The terms of the awards were not disclosed, and the
contracts have been included in the company's bookings for the
first and second quarter of 2008.

The Portuguese consortium, MECI-Somague, awarded Foster Wheeler
a contract for the design and supply of two HRSGs to be coupled
with General Electric's LM-2500 combustion turbines in a
cogeneration power plant that MECI-Somague will build at the
Portucel Soporcel manufacturing complex in Setubal, Portugal.
The HRSGs are scheduled for delivery during the fourth quarter
of 2008.

The Spanish company, CEPSA, awarded Foster Wheeler a contract
for the design, supply and erection of an HRSG and auxiliary
equipment, which will be integrated in a cogeneration plant to
be built at the La Rabida Refinery in Huelva, Spain. The HRSG
will be coupled with a General Electric Fr6FA gas turbine.
Commercial operation is scheduled for the first quarter of 2010.

The Spanish joint venture, Abener Inabensa Paises Bajos, S.A.,
awarded Foster Wheeler a contract for the design and supply of
an HRSG and auxiliary equipment, as well as erection and
commissioning advisory services.  This HRSG will be integrated
in a bio-ethanol plant to be built at the Rotterdam Europoort
in the Netherlands.  Delivery is scheduled for the second
quarter of 2009.

                      About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Moody's Investors Service upgraded Foster
Wheeler LLC's corporate family rating to Ba2 from Ba3, and
raised its probability of default Rating to Ba2 from Ba3.  The
outlook continues to be positive.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Standard & Poor's Ratings Services revised its
outlook on Foster Wheeler Ltd. to positive from stable.  At the
same time, S&P affirmed its 'BB' corporate credit rating on the
company.  The company reported total debt of approximately
US$150 million at Sept. 30, 2007.


GALLE INVESTMENTS: Proofs of Claim Filing Deadline Is July 11
-------------------------------------------------------------
Galle Investments Limited's creditors are given until
July 11, 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.

Galle Investments' shareholders agreed on June 24, 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, 2 Church Street
         Hamilton, HM 11, Bermuda


GALLE INVESTMENTS: Sets Final Shareholders Meeting for July 30
--------------------------------------------------------------
Galle Investments Limited will hold its final general meeting
on July 30, 2008, at 10:00 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.

Galle Investments' shareholders agreed on June 24, 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, 2 Church Street
         Hamilton, HM 11, Bermuda


NAESS INVESTMENTS: Proofs of Claim Filing Is Until July 21
----------------------------------------------------------
Naess Investments Limited's creditors are given until
July 21, 2008, to prove their claims to John O'Kelly-Lynch, 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.

Naess Investments' shareholders agreed on June 26, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         John O'Kelly-Lynch
         c/o Atlantic Corporate Management Limited
         P.O. Box HM 1008, Hamilton HM DX
         Bermuda


NAESS INVESTMENTS: To Hold Final Shareholders Meeting on July 30
----------------------------------------------------------------
Naess Investments Limited will hold its final general meeting
on July 30, 2008, at 10:00 a.m. at Atlantic Corporate Management
Limited Second Floor, Covenant House, 85 Reid Street, Hamilton
HM 12, 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.

Naess Investments' shareholders agreed on June 26, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         John O'Kelly-Lynch
         c/o Atlantic Corporate Management Limited
         P.O. Box HM 1008, Hamilton HM DX
         Bermuda


XL CAPITAL: CreditSights Analyst Sees Bond Insurer Insolvencies
---------------------------------------------------------------
A story in our June 26 newsletter, about CreditSights analyst
Rob Haines' report on bond insurers and the possibility of
insolvencies, incorrectly mentioned "XL Capital Ltd." in the
headline and in the article.  It also falsely reported that XL
Capital is a subsidiary of Security Capital Assurance Ltd.

Rob Haines' report was referring to XL Capital Assurance Inc.
which is a subsidiary of Security Capital Assurance Ltd.   XL
Capital Assurance Inc. is a provider of monoline financial
guarantee insurance.

While XL Capital Ltd. has a minority ownership stake in Security
Capital, they are separate companies with separate management
and separate Boards of Directors.  Also XL Capital Assurance
Inc. is NOT a subsidiary of XL Capital Ltd. and XL Capital Ltd.
is NOT a bond insurer.

Headquartered in Bermuda, XL Capital Ltd. --
http://www.xlcapital.com/-- writes liability insurance and       
reinsurance worldwide, specializing in low-frequency, high-
severity risks from riots to natural disasters.  The company
writes policies through numerous subsidiaries, many of them
offshore, and also manages a Lloyd's of London syndicate.  XL's
coverage includes general and executive liability, property, and
political risk insurance.  Its reinsurance covers property,
aviation, energy, nuclear accident, and professional indemnity.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2008, Fitch Ratings downgraded XL Capital Ltd.'s Class
A1 to 'BB' from 'A' and Class A2 to 'BB' from 'A' and removed it
from Rating Watch Negative.  Fitch also downgraded XLCA's
Insurer Financial strength rating to 'BB' and removed the IFS
from Rating Watch Negative.



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

ACXIOM CORP: S&P Holds 'BB' Rating and Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook
on Little Rock, Arkansas-based Acxiom Corp. to stable from
negative.  At the same time, S&P affirmed its 'BB' corporate
credit rating and 'BB+' senior secured rating on the company.
   
"The outlook revision follows our review of the business and
financial strategy with Acxiom's new CEO, and our current
expectation that the company will maintain a moderate financial
policy in the near term following the termination of its
attempted LBO," said S&P's credit analyst Molly Toll-Reed.
   
The rating on Acxiom reflects the company's good niche market
position and adequate cash flow.  Business risk is tempered by
Acxiom's expertise in managing its comprehensive consumer
databases.  More than half of its direct-marketing assignments
are performed for long-term clients, and outsourcing contracts
generally cover multiple years, offsetting a concentrated
customer base and providing some revenue predictability.  
However, the company is still a relatively small participant in
a growing and fragmented industry that may see the entrance of
several much larger competitors.

Headquartered in Little Rock, Arkansas, Acxiom Corporation,
(Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data,
services and technology to create and deliver customer and
information management solutions for many of the largest, most
respected companies in the world.  The core components of
Acxiom's innovative solutions are Customer Data Integration
technology, data, database services, IT outsourcing, consulting
and analytics, and privacy leadership.   Acxiom has a team of
specialists with sales and business development associates based
in the largest Latin American markets: Brazil, Argentina and
Mexico.


BANCO BRADESCO: Okays BRL387MM Dividend Payment to Shareholders
---------------------------------------------------------------
Banco Bradesco S.A.'s board of directors has approved the board
of executive officer's proposal for the payment of
BRL387 million intermediary dividends related to the first half
of 2008 to the shareholders registered in the bank's books as of
June 27, 2008.  The intermediary dividends represent 10 times
the amount of dividends paid monthly.

Banco Bradesco's shares will be traded "ex-right" on dividends
from June 30, 2008.  The payment will be settled on
July 21, 2008, according to the declared amount, with no
Withholding Income Tax under the terms of the Article 10 of Law
No. 9,249/95, as follows:

    * credit in the current account informed by the shareholder;

    * the shareholders who do not inform their banking data or
      don't hold a current account in a Financial Institution
      must go to a Bradesco Branch on their preference having
      their identification document and the "Notice For Receipt
      of Earnings from Book-Entry Shares", sent by mail to those
      having their address updated in the company's records;

    * to those with shares held on custody with the CBLC -
      Companhia Brasileira de Liquidacao e Custodia (CBLC -
      Brazilian Clearing and Depository Corporation), the
      payment of dividends will be made to CBLC, which will
      transfer them to the shareholders through the Depository
      Agents.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                         *     *     *

In February 2008,  Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco S.A.


BANCO BRADESCO: To Spend BRL280 Mil. for Branch Expansion
---------------------------------------------------------
Banco Bradesco S.A. plans to invest BRL280 million to expand its
network by 196 branches this year and another 154 next year,
Telma Marotto and Adriana Arai of Bloomberg News report.  Chief
Executive Officer Marcio Cypriano told Bloomberg that the
expansion will help the bank to win 1.7 million clients this
year.

As of the end of 2007, the bank has 3,160 branches and a current
account base of around 18.8 million, the report notes.

Banco Bradesco is also aiming to keep a yearly profit growth of
more than 30% even with increased competition.

Mr. Cypriano believes that the profit-growth goal is possible
only if the bank boost its client base.  "We need to grow our
network to reach these people that are earning more," Bloomberg
quotes the CEO as saying.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                         *     *     *

In February 2008,  Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco S.A.


BANCO NACIONAL: Invests BRL86.5MM in Northeast Infrastructure
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA will
provide BRL86.5 million for  social and urban infrastructure in
the Northeast.  Contracts were signed last week at Palacio do
Planalto, in Brasilia, with the presence of President Luiz
Inacio  Lula da Silva.  A BRL61 million loan will be assigned to
Mangue Expressway project, in Recife (Pernambuco), and
BRL25.55 million for Vila-Bairro project, in Teresina (Piaui).

The main focus of Mangue Expressway project, in the city of
Recife, is to improve road traffic in the south of the city, by
building an expressway connecting downtown to the cities of
Jaboatao dos Guararapes, Cabo de Santo Agostinho (densely
populated commuter towns) and Ipojuca (where Suape Port is
located).  Popular houses will be built and sanitation
works will be developed.  The total amount of the investment is
BRL165 million, and BNDES' financial support may reach
BRL120 million, and BRL61 million have already been contracted.

Mangue Expressway was designed to connect the districts of Boa
Viagem and Pina, along Parque dos Manguezais.  Traffic studies
forecast that nearly 50% of the traffic between the initial and
final stretches of the road, representing nearly 60 thousand
vehicles/day.  The road system proposed will also serve
as a physical protection for the local mangrove, which is
currently under a degrading process.

Expenses with popular housing interventions must amount to
BRL31.9 million.  Around 1.120 households living in poor housing
conditions will be taken out of the area around the mangrove.
They will be taken to three real estate developments provided
with proper sanitation infrastructure (sewage collection,
treatment and final destination), access, public lighting urban
equipment.

The construction works are expected to be completed in 36 months
and will serve 15,4 thousand households.  This project is
expected to contribute to revert the environmental degradation
process observed in the region, and reduce the amount of slums.

Teresina - The city of Teresina, Piaui, will also be benefited
with BNDES investments.  The Vila-Bairro project will transform
city slums into urbanized districts.  The project proposes
improvements to people's life conditions and raise their
awareness about the need to protect the environment.

For physical and social infrastructure, BRL25,5 million will be
assigned.  The project covers the construction more than one
thousand housing units, paving, sanitary sewage, water and power
supply system, construction works for risk areas, construction
of squares and soccer fields.  The project also covers social
works with educational campaigns (environmental and
sanitary) and training courses.

The funds granted by BNDES are classified under the credit
facilities focused on Projetos Multisetoriais Integrados Urbanos
(Urban Integrated Projects - PMI).  The constructions must be
completed in 36 months and 1.065 households will be benefited.

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 SOFISA: Moody's Rates US$1.125BB MTN Program/Sr. Notes Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned long-term foreign
currency rating of Ba1 to Banco Sofisa S.A.'s US$1,000,000,000
Global Medium Term Note Programme.  Moody's also assigned a Ba1
long-term foreign currency debt rating to the senior unsecured
notes due in 2011 issued under the program in the amount of
US$125,000,000.  The outlook on the ratings is stable.

These ratings were assigned to Banco Sofisa S.A.'s Global Medium
Term Note Programme and senior unsecured notes:

  -- US$1 billion Global MTN Programme: Long-term foreign-
     currency rating of Ba1, stable outlook.

  -- US$125 million 3-year Senior Unsecured Notes: Long-term
     foreign currency debt rating of Ba1, stable outlook.

Headquartered in Sao Paulo, Brazil, Banco Sofisa SA --
http://www.sofisa.com.br/ir--  was established in 1961.  The  
bank offers commercial and retail banking products primarily to
small and medium-size companies.  As of March 2008, the bank had
total assets of approximately BRL4.36 billion (US$2.51 billion)
and equity of BRL842.7 million (US$483 million).


BR MALLS: S&P Holds BB- Long-Term Global Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Rating Services has affirmed its 'BB-' long-
term global scale corporate credit rating on Brazilian shopping
mall developer BR Malls Participacoes S.A.  At the same time,
S&P lowered its national scale corporate credit rating on the
company to 'brA' from 'brA+'.  The outlooks are negative.
     
S&P also lowered the national scale rating on BR Malls' existing
BRL300 million debentures due 2014 to 'brA' from 'brA+'.  
Finally, S&P affirmed the 'BB-' rating on the existing US$175
million in perpetual bonds issued by subsidiary BR Malls
International Finance Ltd.
     
"The rating action reflected our expectation that BR Malls will
maintain its aggressive acquisition strategy, resulting on
negative free operating cash flow for at least the next three
years," said S&P's credit analyst Vivian Zietemann.  "We also
considered the company's higher-than-expected total and net
debt, its weaker-than-anticipated cash flow coverage, and the
increasing competition for assets in the shopping mall
industry."
     
The ratings on BR Malls reflect the company's aggressive,
acquisitive strategy and higher tolerance for debt.  As the
company is expected to continue to report negative free cash
flow in the next few years, the prospects for debt reduction are
limited.
     
These risks are partially offset by the company's leading
position in the Brazilian shopping mall industry and its
favorable asset diversification by geography and customers
targeted.  The ratings incorporate S&P's expectations that the
company will continue to grow, mainly by acquiring established
shopping malls, which benefit from immediate access to a stable
source of cash flow and less uncertainty compared with
greenfield developments.  The company's reduced refinancing risk
and strong cash position are also incorporated into the ratings.

Headquartered in Rio de Janeiro, Brazil, BR Malls is the largest
integrated shopping mall company in Brazil with a portfolio of
32 malls, representing 941.5 thousand square meters in total
Gross Leasable Area (GLA) and 413 thousand square meters in
owned GLA.  BR Malls is also Brazil's largest shopping mall
service provider, managing and leasing 32 malls.


BRASKEM SA: Will Invest BRL1.7 Billion in Camacari Complex
----------------------------------------------------------
Gazeta Mercantil reports that Braskem S.A. will invest some
BRL1.7 billion investment in the Camacari Petrochemical Complex
in Bahia by 2012.

According to Gazeta Mercantil, a polypropylene plant will be
constructed.  It will have a capacity of 300,000 tons per year.  
It will start operating in 2012.  The plant will receive
US$417 million.

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.


COMPANHIA SIDERURGICA: To Invest US$6 Bln. in Pernambuco Plant
--------------------------------------------------------------
Companhia Siderurgica Nacional S.A. will invest some
US$6 billion in a long and flat products plant in Pernambuco.

Business News Americas relates that the new facility will be
called Usina Siderurgica de Pernambuco.  It will be constructed
in three phases on a 337-hectare site.  It will be next to the
Atlantico Sul shipyards in the Suape port industrial complex
about 57 kilometers from Recife.  It should reach full capacity
in 2014.  It will initial produce some 500,000 tons per year.  
Two expansion projects could push production to 3.5 million tons
per year.

The first phase of the project would be completed in four years
for US$1.3 billion, BNamericas notes.  According to the state
government of Pernambuco, about 1,150 workers will be employed
during the peak of construction.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 6, 2008, Standard & Poor's Ratings Services raised its
corporate credit rating on Brazil-based steelmaker Companhia
Siderurgica Nacional to 'BB+' from 'BB' and removed it from
CreditWatch.  S&P had placed the ratings on CreditWatch with
positive implications on May 30, 2008, for better cash flow
protection measures.  The outlook is positive.  At the same
time, S&P raised the corporate credit rating on subsidiary
National Steel SA to 'BB-' from 'B+', with a positive outlook.


DELPHI CORP: Solicits Offers for Exhaust Business
-------------------------------------------------
Delphi Corporation said Friday that it is seeking buyers for its
global exhaust business as part of the company's transformation
plan.

The business to be sold relates to the design and manufacture of
the exhaust system front exhaust module including catalytic
converters and exhaust manifolds.  The business serves more than
10 major customers and includes sites in Blonie, Poland;
Clayton, Australia; Gurgaon, India; and Port Elizabeth, South
Africa; as well as joint venture interests in Shanghai, China;
and Monterrey, Mexico; and technical centers in Auburn Hills and
Flint, Michigan; and Bascharage, Luxembourg.

According to Detroit Free Press, the exhaust business is part of
Delphi's powertrain components business.

Delphi has not yet sought the U.S. Bankruptcy Court for the
Southern District of New York's approval to sell the exhaust
business or hold an auction for the business.

Delphi said in a news release that although it is divesting its
exhaust business, it intends to continue to provide full engine
management systems, including air and fuel management, and
combustion and valve-train technology.

Additionally, Delphi's non-equity based alliance with Belgium-
based Bosal Group to offer complete exhaust systems will be
terminated by mutual agreement.  The alliance was announced in
the spring of 2005.  Delphi and Bosal together provided
customized exhaust systems for automotive and commercial vehicle
manufacturers worldwide to meet stringent exhaust emissions
standards and reduce engine noise.

Pending Court approval, Delphi will retain Lincoln
International, a leading global mid-market investment bank, to
explore sale opportunities. Parties interested in Delphi's
exhaust business should contact Robert Satow at (+1)
212.277.8102 or rsatow@lincolninternational.com.

                       About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 133; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


HEXION SPECIALTY: Says Huntsman Suit Against Apollo is Baseless
---------------------------------------------------------------
Hexion Specialty Chemicals Inc. issued a statement in response
to a suit filed by Huntsman Corp. in Texas:

"It is unfortunate that Huntsman has chosen to file a baseless
lawsuit against Apollo and to personally sue two of its
principals.  Huntsman's Texas suit violates a clear provision of
the merger agreement which requires that any litigation be
brought exclusively in the State of Delaware.  As we alleged in
our suit, primarily due to Huntsman's underperformance, we
believe that consummating the merger on the basis of the capital
structure agreed to with Huntsman would render the combined
company insolvent.  In fact, Huntsman's suit does not dispute
that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

As reported in the Troubled Company Reporter on June 24, 2008,
Huntsman Corp. filed a suit against Apollo Management L.P.
and partners Leon Black and Joshua Harris in Conroe, Texas, for
fraud and tortuous interference in connection with inducing
Huntsman to terminate its merger agreement with Basell AF, a
Dutch manufacturer, to enter into a merger agreement with Apollo
affiliate Hexion Specialty Chemicals instead.  

The TCR disclosed on June 20, 2008, that Hexion Specialty and
related entities filed a suit in the Delaware Court of Chancery
to declare its contractual rights with respect to a US$10.6
billion merger agreement, which includes the assumption of debt,
with Huntsman.

In the petition filed, Huntsman seeks a jury trial to determine
the defendants' liability to Huntsman for actual damages
exceeding US$3 billion, plus exemplary damages.

                       About Huntsman Corp.

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global
industries including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care,  detergent, personal care,
furniture, appliances and packaging.  Originally known for
pioneering innovations in packaging and, later for rapid and
integrated growth in petrochemicals, Huntsman has around 13,000
employees and operates from multiple locations worldwide,
including Argentina, Belarus, Japan, Luxembourg, Malaysia,
Spain, and the United Kingdom  The Company had 2007
revenues of approximately US$10 billion.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting      
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives
produced for consumer or industrial uses.   Hexion Specialty
Chemicals is controlled by an affiliate of Apollo Management
L.P.

Outside the United States, the company has regional headquarters
in: China through Hexion Specialty Chemicals Singapore Pte Ltd.;
Australia through Hexion Specialty Chemicals Australia Pty.; the
Netherlands through Hexion Specialty Chemicals B.V.; and in
Brazil through Hexion Quimica Industria e Comercio Ltda.

As of March 31, 2008, Hexion’s balance sheet showed a
shareholders’ deficit of US$1,357,000,000.


SADIA SA: Completes Acquisition of Excelsior Alimentos
------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, SADIA S.A. disclosed that on June 26, 2008, the
company completed the acquisition of:


(i) 73.9% of the capital of the Brazilian limited partnership
     Baumhardt Comercio e Participações Ltda. for the total
     price of BRL5,425,241.39, out of which the amount of
     BRL969,096.56 has been retained in a deposit account as a
     guarantee against future contingencies; Baumhardt is the
     title holder of 80.10% of the ordinary shares and of 43.67%
     of the capital of Excelsior Alimentos S.A.; and

(ii) 271,945 ordinary shares issued by Excelsior, representing
     9.1% of the total capital and 16.6% of the voting capital
     of Excelsior, in accordance with the terms of the agreement
     for the purchase and sale of shares, also executed on this
     date, with:

        * Edison Schaefer - CPF 195.317.880-49,
        * Carmen Angela Weber – CPF 445.964.050-34;
        * Irene Beatriz Forster Baumhardt - CPF 130.232.330-04;  
        * Helena Beatriz Baumhardt - CPF 263.870.420-20;  
        * Gladis Vilma Ruttke Dillenburg - CPF 008.924.160-68;  
        * Norma Beatriz Ruttke Von Saltiel - CPF 168.292.800-44;  
        * Clovis Luiz Baumhardt - CPF 004.725.570-68;  
        * Ursula B.Baumhardt - CPF 122.994.560-15;  
        * Joao Fernando Baumhardt - CPF 424.884.190-87;  
        * Tirzah Holst Vitiello - CPF 049.829.080-89;  
        * Renato Jackisch - CPF 153.164.320/53;  
        * Telmo Schoeler - CPF 010.433.310-34;  
        * Jorge Alberto Baumhardt - CPF 427.915.370-15;  
        * Adalberto Osvaldo Holst e Silva - CPF 173.061.590-20;  
        * Walter Fernandes Holst - CPF 023.990.597-00;  
        * Carlos Alberto Fernandes Holst - CPF 008.951.990-68;  

     for the price of BRL4.48 per share, which is equivalent to
     80% of the per share price paid to Baumhardt partners in
     conformity with the above terms.

Sadia, by July 25, 2008, will register at Brazil's SEC --
Comissao de Valores Mobiiarios -- its compulsory public offer
for the acquisition of the shares held by shareholders holding
title over the outstanding ordinary shares issued by Excelsior,
for the price of BRL4.48 per share, a price equivalent to 80% of
the amount of BRL5.60, per share, paid to Baumhardt partners, as
stated above, and identical to the purchase price, per share,
paid to the Related Shareholders.

Additionally, Sadia informs that it does not intend to cancel
the registration of Excelsior as a publicly-held company, in the
next 12 months.  Excelsior industrial park is located in Santa
Cruz do Sul, State of Rio Grande do Sul, comprehending a plant
of processed food products with its own cold-room facilities.

Excelsior has an annual production capacity of 16.2 thousand
tons of processed products, 320 direct employees and its gross
billings shall reach BRL61 million in 2008.

Headquartered in Sao Paulo, Brazil, Sadia S.A. --
http://www.sadia.com-- operates in the agro industrial and food
processing sectors in Brazil and primarily produces a range of
processed products, poultry, and pork.  The company distributes
around 1,000 different products through distribution and sales
centers located in Brazil, China, Japan and Italy.


SHARPER IMAGE: Hearing on Plan Filing Date Extension Set July 16
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on July 16, 2008, at 11:00
a.m., to consider approval of the request of The Sharper Image
Corp. to extend its exclusive plan proposal period.  Objections
were due June 23, however, no parties filed objections to the
extension request as of the Objection Deadline.

By application of Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the United States Bankruptcy Court
for the District of Delaware, the Exclusive Plan Proposal Period
is automatically extended until the conclusion of the hearing.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Hilco/Gordon Brothers to Market Brand Name
---------------------------------------------------------
The joint venture between Hilco Organization and Gordon Brothers
Group, LLC, will market Sharper Image Corporation's brand name,
Sharper Image(R), to retailers, The Wall Street Journal reports.

James Salter, Hilco Consumer Capital's chief executive officer,
told the Journal that "he envisions Sharper Image products being
marketed worldwide through infomercials, Web sites and catalogs,
as well as in the aisles of stores such as Target or Best Buy."

"[Sharper Image] always generated a lot of foot traffic.  But
some brands are retailers, and some are better as wholesalers.  
Sharper Image is better as a wholesaler," the Journal quotes Mr.
Salter, as saying.  A US$5,000,000 investment is needed to
analyze new products and to market the Sharper Image trademark,
the Journal said.

According to Mr. Salter, the Sharper Image brand name can
generate US$1,000,000,000 in annual retail sales per year, the
Journal quoted.

The Hilco/GB joint venture previously purchased substantially
all of Sharper Image's assets for US$49,000,000, including
US$33,000,000 for the company's brand name.

                Committee Agrees not to Impede Sale;
            Hilco/GB Funds Unsecured Creditors' Trust

The Official Committee of Unsecured Creditors seeks the approval
of the U.S. Bankruptcy Court for the District of Delaware of a
letter agreement it entered into with the Joint Venture, which
memorializes the Committee's agreement to:

  (a) refrain from taking action to impede the consummation of
      the sale transaction, including, without limitation, the
      filing or prosecution of its objection to the sale
      transaction and the filing or prosecution of an appeal
      or motion to reconsider the Sale Order; and

  (b) waive the right to challenge the Joint Venture's conduct
      during the auction process or the change of its bid.

In exchange for the Committee's agreement not to impede the sale
transaction, the Joint Venture agreed to fund a trust account
for the Debtor's general unsecured creditors.  The Joint Venture
will transfer an amount equal to the lesser of US$500,000, and
10% of the gross royalties paid for the period of January 1,
2009, through Dec. 31, 2009, from the intellectual property
acquired by Joint Venture.

According to the Committee's counsel, Margaret M. Manning, Esq.,
at Whiteford Taylor & Preston, LLP, in Wilmington, Delaware, the
settlement funds contemplated in the Letter Agreement represents
a bargained-for, guaranteed recovery for general unsecured
creditors, and is not part of the purchase price under the asset
purchase agreement entered into between the Debtor and the Joint
Venture.  

A copy of the Letter Agreement between the Committee and the
Joint Venture is available for free at:

  http://bankrupt.com/misc/SharperCommitteeLetterAgreement.pdf

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Court Approves Employee Incentive Plan
-----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approves the Incentive Plan in the bankruptcy case
of The Sharper Image Corp. and authorizes the Debtor to
implement it.  Judge Gross, however, limits the payments to:

  -- US$617,000 in the aggregate as payments to the Debtor's
     going-out-of-business Administrative Employees as incentive
     pay for work performed in connection with the Second Wave
     Store Closings; and

  -- US$435,000 in the aggregate as payments to the members of
     the Debtor's Wind-Down Team as incentive pay.

          U.S. Trustee Slams Employee Incentive Plan

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asked the Court to deny approval of the Incentive Plan in the
bankruptcy case of Debtor because it is a disguised retention
plan, thus violating Section 503(c)(1) of the Bankruptcy Code.

The Incentive Plan applies to a number of persons with an
"officer" status and a level of responsibility consistent with
the designation, the U.S. Trustee's counsel, Joseph J. McMahon,
Jr., Esq., trial attorney for the U.S. Department of Justice,
noted.  Those persons are called "officers" for the purpose of
determining whether the restrictions on retention payments are
being honored.  However, Mr. McMahon, pointed out that the
Incentive Plan is designed not to induce employees to achieve
performance goals but to keep the employees around until their
tasks are completed.

In addition, Mr. McMahon noted that the Incentive Plan proposes
transfers that are outside of the ordinary course of the
Debtor's business.  The transfers are not justified by the facts
and circumstances of the Debtor's case, in violation of Section
503(c)(3), he argued.  The Incentive Plan does not represent the
actual, necessary costs of preserving the estate as required by
Section 503(b)(1)(A), and the amounts to be paid to certain
employees are unreasonable, he added.  

The Debtor proposed to pay several employees excessive amounts
to remain with the company for a limited period of time, in
addition to paying base salaries for doing less ordinary course
work, the U.S. complains.  Furthermore, the Plan contains
provisions, which give the Debtor excessive discretion.

In light of this, the U.S. Trustee asked the Court to deny
approval of the Incentive Plan.  The U.S. Trustee also asked the
Court not to allow the Debtor to file certain exhibits related
to the Incentive Plan under seal to the extent that the Debtor
seeks to protect information relating to its "named executive
officers."  

"There is a strong, compelling presumption of open access to
judicial records and proceedings in civil matters," the U.S.
Trustee argued.  The Debtor is a public company and is obligated
under federal securities laws to file reports with the
Securities and Exchange Commission, which includes the
compensation paid and payable to its executive officers, she
contended.

                     About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.
(Sharper Image Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)



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

AUSPEX FUND: Proofs of Claim Filing Deadline Is July 6
------------------------------------------------------
Auspex Fund Ltd.'s creditors have until July 6, 2008, to prove
their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


HAWK CAPITAL: Deadline for Proofs of Claim Filing Is July 6
-----------------------------------------------------------
Hawk Capital Ltd.'s creditors have until July 6, 2008, to prove
their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


MENEMSHA CAPITAL: Proofs of Claim Filing Deadline Is July 3
-----------------------------------------------------------
Menemsha Capital Offshore Fund Ltd.'s creditors have until
July 3, 2008, to prove their claims to Walkers SPV Limited, 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.

Menemsha Capital's shareholders decided on June 3, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


NEW CITY HARAJUKU: Deadline for Claims Filing Is Until July 3
-------------------------------------------------------------
New City Harajuku Holdings (Cayman) Ltd.'s creditors have until
July 3, 2008, to prove their claims to Walkers SPV Limited, 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.

New City Harajuku's shareholder decided on June 3, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


PS PROPERTY: Deadline for Proofs of Claim Filing Is July 4
----------------------------------------------------------
PS Property Ltd.'s creditors have until July 4, 2008, to prove
their claims to Walkers SPV Limited, 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.

PS Property's shareholder decided on June 4, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


SAVANNAH-BALTIMORE: Proofs of Claim Filing Deadline Is July 5
-------------------------------------------------------------
Savannah-Baltimore Offshore Ltd.'s creditors have until
July 5, 2008, to prove their claims to Walkers SPV Limited, 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.

Savannah-Baltimore's shareholder decided on June 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


SPNY PARTICIPATION: Proofs of Claim Filing Deadline Is July 6
-------------------------------------------------------------
SPNY Participation Ltd.'s creditors have until July 6, 2008, to
prove their claims to Walkers SPV Limited, 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.

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

The liquidator can be reached at:

                 Walkers SPV Limited,
                 Walker House, 87 Mary Street,
                 George Town, Grand Cayman,
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314



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

SOCIEDAD DE INVERSIONES: S&P Puts BB- Rating On Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB-'
corporate credit and senior secured ratings on Sociedad de
Inversiones Pampa Calichera S.A. on CreditWatch with negative
implications.
     
"The CreditWatch is based on the sizable amount of debt obtained
at the controlling holding companies above Pampa that was used
to strengthen Mr. Julio Ponce's stake in Pampa," said S&P's
credit analyst Diego Ocampo.  Those transactions included the
acquisition of several minority stakes coupled with the
acquisition of the 49% stake of YARA International at
Inversiones SQYA, Sociedad de Inversiones Pampa Calichera's
ultimate controlling parent company.  Following those
acquisitions, Mr. Ponce -- through Inversiones SQYA and its
subsidiaries, Norte Grande and Oro Blanco -- increased its stake
in Pampa Calichera to about 70.37% from 25.13%.
     
"As a direct consequence of these transactions, Pampa will face
significant financial pressure to upstream cash to its parent
structure, and therefore we would follow a consolidated approach
to determine the impact on Pampa's credit quality," added Mr.
Ocampo  Effectively, the company's cash flow will be the
ultimate source for repayment of all the debt allocated in
companies above it.  "In addition, given that this new debt at
Pampa's parent structure is collateralized with shares of those
companies, we believe that Mr. Ponce has strong incentives not
to lose control of those companies, which could mean
deteriorating Pampa's credit quality by up streaming as much
cash as needed, if possible, to avoid the parent companies'
default."
     
S&P expects to resolve the CreditWatch in the next 90 days,
incorporating the final terms and conditions and maturity
profile of the holding companies' debt, the group's repayment
strategy, and potential capital increases to reduce leverage.  
Ratings could be lowered if S&P does not perceive an improvement
in Pampa's parent group's financial strategy that reduces the
pressure for the company to upstream cash, which will also be
conditioned by the terms and conditions of the debt above
Sociedad de Inversiones as well as by the final mix of debt and
equity.
     
Although S&P follows a consolidate approach on Sociedad de
Inversiones and its parent companies, it does not follow the
same approach for the analysis of Sociedad de Inversiones Pampa
Calichera and Sociedad Quimica y Minera de Chile, S.A.
(BBB+/Stable/--), which S&P has considered somewhat intertwined
but more independent since the original rating.  S&P considers
the peculiarities of Sociedad Quimica y Minera's bylaws -- that
for example limits Pampa's voting rights to 32% -- and despite
that Calichera is Sociedad Quimica y Minera's legal controller
due to the fact that is able to appoint four out of seven
members of the board of directors, strong enough not to consider
that Sociedad de Inversiones will always be able to impose its
willingness and needs in terms of up streaming cash to the
company.  Should S&P get evidence supporting otherwise, the
rating agency would change its approach to a consolidated one,
which might affect Sociedad Quimica y Minera's credit quality.
     
The ratings on Sociedad de Inversiones reflect the company's
high leverage; its expected volatile debt-service coverage,
which varies according to Sociedad Quimica y Minera's bottom-
line performance; and our concerns regarding its ownership
structure.  The ratings benefit from the relatively long tenor
of the company's debt, with no principal
maturities until 2018; a conservative dividend policy limited to
the 30% minimum legal payout; and Sociedad Quimica y Minera's
volatile, but strong, ability to generate cash flow.
     
Sociedad de Inversiones Pampa's cash flows depend exclusively on
the dividend payments Sociedad Quimica y Minera makes.  Sociedad
Quimica y Minera's dividend stream is volatile, following the
price cycles of its product portfolio, its capital expenditure
(capex) requirements, and the use of different financing
alternatives.  At 65%, Sociedad Quimica y Minera's dividend
payout is relatively high, even under Chilean standards that
require a minimum 30% payout; and it is relatively aggressive
when compared with the company's intensive capex plan.
     
S&P expects the company's financial obligations to reach about
US$20 million per year.  S&P expects Sociedad Quimica y Minera's
dividends to Sociedad de Inversiones to cover more than 1.6 the
financial expenses during 2008 and more than 6.0 in 2009,
considering the very positive near-term price fundamentals for
Sociedad Quimica y Minera's main products.  Nevertheless, when
evaluating the current financial structure with a more
conservative price scenario for Sociedad Quimica y Minera,
those coverage ratios could significantly decrease in the medium
term.  In addition, when adding the parent companies' interest
burden to cash flows coming from Sociedad Quimica y Minera, S&P
views the financial profile as a weaker one.  Although
refinancing risks at the company are somewhat balanced by the
value of the collateral that doubles the nominal amount of the
debt, and the fact that the notes mature in five annual
payments, its parent's refinancing risk introduces further
concerns into our analysis.
     
Sociedad de Inversiones Pampa Calichera SA (Santiago Stock
Exchange: CALICHERAA, CALICHARAB) is a Chilean investment
company.  The company holds interests in a variety of goods and
securities.  It is the majority shareholder in Sociedad Quimica
y Minera SA.  In addition, the company holds a 99% direct
interest in Calichera Caiman and a 25.23% direct interest in
Soc. Quimica y Minera De Chile S.A. Soc. de Inversiones Oro
Blanco S.A. owns 66.57% interest in the company.  Julio Ponce
Lerou ultimately controls the company.



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

GRAN TIERRA: Closes Costayaco-4 Drilling & Testing Operations
-------------------------------------------------------------
Gran Tierra Energy Inc. has completed drilling Costayaco-4, a
new well drilled in the Costayaco Field in Colombia.  The
company also updated progress being made with additional
drilling activities and production infrastructure development.

                      Colombia Operations

Chaza Block: Costayaco-4    

Gran Tierra Energy completed drilling operations for Costayaco-
4, the fourth well drilled in the Costayaco field, a new oil
field discovered in 2007.  The Costayaco field is located in the
Chaza Block in the Putumayo Basin, where the company has a 50%
working interest and is the operator, with Solana Resources
holding the remaining 50% working interest.

Gran Tierra Energy drilled Costayaco-4 directionally from the
Costayaco-2 well site and drilled through the same reservoir
sequences encountered in the previous wells drilled in the
field, reaching a total measured depth of 8,884 feet (7,344 feet
true vertical depth) on May 24, 2008.  The bottom-hole location
is approximately 541 meters north of Costayaco-2.  Gran Tierra
Energy successfully acquired core of the major reservoir
intervals in the Villeta T sandstone and the Upper Caballos
sandstone.  Analysis of the core will provide additional data
for reservoir modeling and full field development planning.  Log
interpretations from data acquired after drilling indicate
approximately 16 feet of potential hydrocarbon pay in the Kg
Sand Unit of the Rumiyaco Formation, 14 feet in the U Sandstone
Unit of the Villeta Formation, 38 feet in the T Sandstone Unit
of the Villeta Formation and 125 feet in the Caballos Formation.  
This is almost 25% more potential net pay than in any of the
previous three wells in the field.

Gran Tierra Energy is currently designing a completion and
testing program to evaluate the hydrocarbon reservoirs
encountered.  The company expects testing to begin in late June
and take approximately one month to complete.

Costayaco-5

Gran Tierra Energy has completed construction of the drilling
location for Costayaco-5.  The company will drill this well on
the west flank of the Costayaco field, approximately 1,120
meters west of Costayaco-2 (1,060 meters north west of
Costayaco-1 discovery well) in an attempt to locate the oil-
water contact in the T Sandstone Unit and to further
define the reserves of the Costayaco Field.  Drilling is to
commence in late June and finish in late July.  The company
plans to drill Costayaco-6 and -7 during 2008.

             Costayaco Production and Infrastructure

The Costayaco field is currently producing approximately 7,000
barrels of oil per day gross from Costayaco-1, -2 and -3, which
is being transported by truck to offloading facilities at
Uchupayaco on the existing pipeline system.  Construction of an
8 inch 10 kilometer oil transfer line from Costayaco-1 to
Uchupayaco is approximately 53% complete.  Gran Tierra Energy
expects the line to be operational in early August.  Once
connected to existing infrastructure, plans are to ramp up
Costayaco production to approximately 10,000 oil barrels per
day gross, overcoming the Santana to Orito pipeline bottleneck
by trucking approximately 3,000 oil barrels per day gross around
this pipeline segment.  The company is investigating the
opportunity to possibly truck approximately another 3,000 to
5,000 oil barrels per day gross north to Neiva.  Additional
infrastructure expansion is being evaluated to accommodate the
anticipated increase in production from the continuing Costayaco
drilling program and to negate the need for any trucking.

                       Rio Magdalena Block

Popa-2 Exploration Well

The company initiated drilling of the Popa-2 exploration well in
the Rio Magdalena Block in the Middle Magdalena Basin, on
May 8, 2008.  Gran Tierra Energy expects drilling to be
completed in late June.  This well is being drilled near a non-
commercial oil discovery made by the company in 2006 at Popa-1,
which tested approximately 160 oil barrels per day.  Gran Tierra
is the operator of the Rio Magdalena Block and has a 100%
working interest.  Under the terms of a recently completed farm-
in agreement, Omega Energy Colombia will earn a 60% share of the
company's interest by paying 100% of the costs associated with
the exploration well.  In the event of a commercial discovery,
Ecopetrol S.A. has a right to back in for a 30% working
interest, to be split proportionally between Gran Tierra Energy
and Omega Energy Colombia.

Azar Block

Gran Tierra Energy initiated re-entry operations of the Palmera-
1 well on May 28, 2008, an exploration well drilled in 1996 that
had potential oil pay in the Kg Sandstone of the Rumiyaco
Formation indicated on logs but which was never tested.  The
company expects these testing operations to be completed in late
June.  In addition, the company is continuing to interpret newly
acquired 3-D seismic data in preparation for drilling an
exploration well in the block.  Gran Tierra Energy is operator
of the Azar Block and has a 40% working interest.

                        Peru Operations

Gran Tierra Energy completed the acquisition of approximately
20,000 linear kilometers of new high definition airborne gravity
and magnetic data over the entire area of Blocks 122 and 128 in
May 2008.  Preparations are being made to enter the Second
Exploration Periods of both Blocks 122 and 128, beginning with
an extensive environmental impact assessment that will be
undertaken to support 2-D seismic data that will be acquired in
the Second Exploration Period of each block.  Block 122
encompasses approximately 1.2 million acres and Block 128
encompasses approximately 2.2 million acres of land.  The
company is operator and holds a 100% working interest in both
exploration blocks.

                      Argentina Operations

Gran Tierra Energy began mobilization of a rig to drill the
Proa-1 exploration well in the Surubi Block in the Noroeste
Basin of northern Argentina during the second quarter of 2008.  
The company expects drilling to begin in early July and be
completed in late August.  The company is operator and has a
100% working interest in this block.  In addition, technical
evaluation work and a variety of well work-overs continue in
Gran Tierra Energy's other six landholdings in the basin.

                  Production Growth Continues

Gran Tierra Energy's production for the second quarter to date
has averaged approximately 3,250 oil barrels per day net after
royalty.  This is up from an average of 2,842 oil barrels per
day reported for the first quarter of 2008.  Production has
grown further to an average of approximately 4,100 oil barrels
per day net after royalty in early June.  The majority of the
production growth has taken place in Colombia, with Argentina
production having grown to approximately 550 oil barrels per day
net after royalty.

Commenting on progress, Gran Tierra Energy Inc. President and
Chief Executive Officer, Dana Coffield stated, "The Costayaco
Field in Colombia continues to exceed our expectations.  
Significant progress is being made on defining production
infrastructure requirements, advancing production capacity and
setting new production targets for the field, in addition to
advancing our exploration programs in our other operated blocks
in Colombia, Peru and Argentina."

                    About Gran Tierra Energy

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy
Inc. (OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an   
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$112.79 million, total long term liabilities of
US$36 million and total shareholders' equity of
US$76.79 million.

                     Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.


* BOGOTA: Moody's Ups Foreign Currency Issuer/Debt Rtngs to Baa3
----------------------------------------------------------------
Moody's Investors Service upgraded the foreign currency issuer
rating of Bogota, Distrito Capital, Colombia and the foreign
currency rating on the District's US$300 million note offering
(issued in July 2007), to Baa3 from Ba1.  The action was
prompted by Moody's upgrade of the Government of Colombia's
long-term foreign currency bond ceiling to Baa3 from Ba1 on
June 19, 2008.  Bogota's foreign currency ratings were
constrained by the country ceiling and hence have moved in
accordance with the change in this ceiling.

The foreign currency rating outlook is now stable.



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

DOLE FOOD: Implements Green Agricultural Practices in Costa Rica
----------------------------------------------------------------
Dole Food Company, Inc., has started the implementation of new,
progressive environmental agricultural practices for pineapple
production in Costa Rica.

The company's decision in October of 2007 to discontinue the use
of paraquat was quickly implemented worldwide on both company
and contracted grower farms.  Costa Rica presented specific
challenges where the cattle fly (stomoxys calcitrans) could
multiply rapidly and reach harmful levels if crop residues were
not desiccated by this herbicide.

Working together with the Government of Costa Rica and the
company's own scientists and production team, Dole was able to
develop more sustainable agricultural practices allowing for
paraquat-free pineapple production.  Dole Food is using
innovative practices on its pineapple farms such as mechanical
destruction and minimum tillage, eliminating the need to burn
crop residue and avoiding release of CO2 into the atmosphere.

"Our model practices on Dole's pineapple farms in Latin America
are setting new standards for the entire industry," Dole Fresh
Fruit International, Ltd. Vice President of Pineapple
Operations, Richard Toman said.

The company is working to produce a carbon neutral product
supply chain for bananas and pineapples in Costa Rica.  In
partnership with the country's Ministry of Environment and
Energy, Dole is engaging supply chain partners and stakeholders
to neutralize the carbon footprint resulting from the planting,
harvesting, packaging and distribution of bananas and pineapples
from Costa Rica.

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/--  is a producer of fresh     
fruit and fresh vegetables, and markets a line of value-added
products.  The company operates in four business segments: fresh
fruit, fresh vegetables, packaged foods and fresh-cut flowers.
The fresh fruit segment contains operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide.  The fresh vegetables segment
contains two operating divisions that produce and market
commodity and fresh-cut vegetables to wholesale, retail and
institutional customers, primarily in North America, Europe and
Asia.  The packaged foods segment contains operating divisions
that produce and market packaged foods, including fruit, juices
and snack foods.  The fresh-cut flowers segment sources, imports
and markets fresh-cut flowers, grown mainly in Columbia,
primarily to wholesale florists and retail grocers in the United
States.

In Latin America, Dole owns and operates 11 packing and cold
storage facilities, a corrugated box plant and a wooden box
plant in Chile.  The Company also operates a fresh-cut salad
plant and a small local fruit distribution company in Chile.
Dole also owns and operates corrugated box plants in Colombia,
Costa Rica, Ecuador and Honduras and a value-added vegetable
plant in Costa Rica.  Dole produces flowers in Colombia and
Ecuador, where it owns packing and cooling facilities.  Dole
also leases a facility in Colombia for bouquet construction.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2008, Fitch Ratings currently has an Issuer Default
Rating of 'B-' with a Negative Outlook on the Dole Food Company,
Inc.

As reported in the Troubled Company Reporter-Latin America on
April 22, 2008, Standard & Poor's Ratings Services raised the
issue-level ratings on the Dole Food Co. Inc.'s unsecured debt
issues to 'B-' from 'CCC+'.



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

AIR JAMAICA: Will Have New Board This Month
-------------------------------------------
Air Jamaica's Executive Director Shirley Williams said that the
airline will have a new board in July, the Associated Press
reports.

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, the entire board at Air Jamaica would resign.  A
member of Air Jamaica's board, said she got a letter from
Minister Without Portfolio in the Finance Ministry Don Wehby,
asking her to submit her resignation.  

Ms. Williams confirmed that Jamaican officials dismissed most of
the 14-member board, the AP notes.  

Radio Jamaica relates that the People's National Party is
pressuring the government to dismiss Ms. Williams from the Air
Jamaica board.  Reports, however, note that Ms. Williams will
stay in the airline and lead the new group of directors to be
appointed.  

Letting Ms. Williams stay in Air Jamaica would send mixed
signals to other members of the board, Radio Jamaica cites
Opposition Transport Spokesperson Robert Pickersgill as saying.  
"I would have some difficulty comprehending why all the other
board members would be asked to resign and she asked to remain,
I cannot reconcile that...I think that smacks of interference in
the day to day running [of the airline]," Mr. Pickersgill added.   

Radio Jamaica relates that former Finance Minister Omar Davies
spoke on RJR current affairs discussion program Beyond the
Headlines on Thursday, saying that dismissing Air Jamaica's
board won't make a difference as there is a high level of
political interference in its daily operations.   According to
him, several hasty decisions had been made regarding Air
Jamaica's operations, and this included the change to the lease
accord for its fleet of aircraft.

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 B1 rating
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: Workers Warn of Holding Strike
-------------------------------------------
Air Jamaica's workers are threatening to hold demonstrations
against the proposed 14% salary increase, Radio Jamaica reports.

According to Radio Jamaica, some of Air Jamaica's mechanics
declined to sign agreements for the 14% wage increase and are
now said to be planning to launch a strike.

The mechanics are demanding that Air Jamaica correct anomalies
in their pay scale, Radio Jamaica says, citing the National
Workers Union Vice President Granville Valentine.

Radio Jamaica notes that some of Air Jamaica's flight attendants
also opposed the 14% wage increase.  They planned to hold a
meeting on Thursday in Kingston.  The flight attendants will
meet with Air Jamaica's management on Friday to inform the
airline of their decision, Bustamante Industrial Trade Union
President-General Kavon Gayle said.

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 B1 rating
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: Brazil Eyes Direct Link Service With Air Jamaica
-------------------------------------------------------------
The Jamaica Observer reports that Brazilian Ambassador Alexandre
Gueriros will contact Air Jamaica to assess a possible direct
link service using a code share with a Brazilian company.

According to The Observer, Ambassador Gueriros is seeking to
revive direct flights between Brazil and Jamaica.  The
ambassador said that a services pact was signed in December 2007
that established the guidelines for a possible "airlink" but has
yet to be advanced.

The Observer notes that Ambassador Gueriros said, "In Brazil
people know about the success of tourism in Jamaica and I think
if we could establish a direct link from Brazil to Jamaica there
would be a reasonable flow of tourists.  What is still missing I
will try and address in due time and I will contact Air Jamaica
to assess the interest in starting a direct link using a code
share between Air Jamaica and a Brazilian company."

Trade between Jamaica and Brazil remained low, The Observer
says, citing Ambassador Gueriro.  The ambassador believes this
could be improved by the airlink, which "would really stimulate
links between the two countries not only in tourism but also
hopefully in trade and business."

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 B1 rating
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.


SUGAR CO: Bruce Golding Inks Asset Transfer Pact With Infinity
--------------------------------------------------------------
The Jamaica Information Service reports that the Sugar Company
of Jamaica Limited will surrender ownership of its sugar
factories to Brazilian company Infinity Bio-Energy.

According to JIS, Jamaica's Prime Minister Bruce Golding signed
a Head of Agreement with Infinity Bio-Energy for the factories'
divestment.  As agreed, the Sugar Company will still be managing
the government's assets at the six sugar factories and the
workers' status won't change before the final transfer of assets
on Sept. 30.  After the assets are transferred to Infinity Bio-
Energy, the government will keep a 25% stake in the company for
at least three years.

JIS notes that Prime Minister Golding said, "This government
will make sure that this partnership with Infinity works in the
best interest of the Jamaican farmers, stakeholders and the
Jamaican people."

The report says that Agriculture Minister Christopher Tufton has
held consultations with the stakeholders in the sugar industry
on the divestment process.  He has also met with private estate
owners and growers.

The Sugar Company of Jamaica Limited, a.k.a. SCJ, was formed in
November 1993 by a consortium made up of J. Wray & Nephew
Limited, Manufacturers Investments Limited and Booker Tate
Limited.  The three companies each held 17% equity in SCJ, with
the remaining 49% being held by the government of Jamaica.  In
1998, the government became the sole shareholder of SCJ by
acquiring the interests of the members of the consortium. Its
stated goal was to maximize efficiency, productivity and
profitability of the three sugar factories, within three years.
The principal activities of the company are the cultivation of
cane and the manufacture and sale of sugar and molasses.

The Sugar Company of Jamaica Limited registered a net loss of
almost US$1.1 billion for the financial year ended Sept. 30,
2005, 80% higher than the US$600 million reported in the
previous financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.
According to published reports, the Jamaican government has
taken responsibility for the payment of the firm's debts.  Radio
Jamaica has said that to date, the five sugar factories have
incurred J$3 billion in debts.  The government is now selling
the factories, which have racked up debts of J$20 billion.



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

AMERICAN AXLE: Moody's Cuts Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service has lowered American Axle &
Manufacturing Holdings, Inc.'s Corporate Family Rating to B1
from Ba3, as well as the senior unsecured rating to B1 from Ba3
on American Axle & Manufacturing, Inc.'s notes and term loan.  
The outlook is stable.  The Speculative Grade Liquidity Rating
also has been lowered to SGL-3 from SGL-2.

In taking the rating action, Moody's noted that American Axle's
new labor agreement meaningfully improves the company's cost
position and is considered a positive credit development.  

However, "even with the benefits of its new labor agreement,
American Axle's significant exposure to declining truck/SUV
volumes at Big-3 U.S. auto makers will result in near term
financial metrics that are more consistent with the B1 rating
category," Moody's vice-president, Tim Harrod said.

The rating action concludes the ratings review initiated on
April 2, 2008 as the company's UAW work stoppage at five
facilities in Michigan and New York involving approximately
3,650 UAW employees neared its sixth week.

The underlying issues involved, among other items, American
Axle's goal of reducing its all-in hourly labor cost, estimated
to be approximately US$73.48, to levels competitive with other
domestic automotive suppliers.  The strike concluded with the
ratification of new labor agreements on May 23, 2008 that
significantly lowered the company's labor costs.

According to American Axle, the new labor agreements are
expected to generate over US$300 million in annual cost
reductions, in part due to the reduction of all-in hourly labor
costs by about 50% on a blended average basis, to a range of
US$30 to US$45 per hour.

The company should also benefit from structural cost reductions
stemming from a reduction of about 2,000 hourly positions over
the next year through a combination of buyouts, early retirement
incentives, and plant closings.

The cost of implementing the workforce reduction is expected to
range from US$400 million to US$450 million, the majority of
which should be incurred during 2008.  In implementing this
program, American Axle will receive US$215 million in financial
assistance from its principal customer, General Motors.

The reduced labor costs achieved with the new labor contract
could mark a watershed event in American Axle's history and
meaningfully enhance the company's long term competitiveness as
an auto parts supplier.  However, given the current market
conditions, the full benefits of the new contract may not be
realized for several years.

American Axle's business is heavily concentrated in the supply
of drivetrain components for light trucks and SUV's,
particularly for North American manufacturers such as General
Motors.  Recent new business awards should increase
diversification into passenger cars and crossover vehicles, and
include important new relationships with non-US auto makers.

Nevertheless, for the foreseeable future, over 60% of revenues
will continue to be derived from North American light truck
volumes.  Given the continuing erosion of demand for SUV's and
light trucks in the wake of high fuel costs, American Axle has
faced, and may continue to face, large reductions in order
volumes from key North American auto makers, which will continue
to weigh on its financial results.

In light of the potential for sustained weakness in revenues,
and the likelihood that restructuring and headcount reduction
initiatives will consume cash during the near term, Moody's
anticipates that American Axle's financial metrics will not
support maintenance of the Ba3 rating over the next 12 to 18
months resulting in the rating downgrade.

The Speculative Grade Liquidity Rating to SGL-3, reflects the
expectation of negative free cash flow over the next 12 months
as a result of restructuring costs and the weakening automobile
production in North America.  At March 31, 2008 the company
reported US$315 million of cash and had US$572 million of
availability under the company's US$600 million revolving credit
facility.

Principal financial covenants measure net debt to EBITDA and net
worth.  Both covenants exclude special/one-time items such as
the impact of the work stoppages and costs related to
restructuring under the new labor agreement.  However, cushions
under the financial covenants are expected to diminish over the
second half of 2008 reflecting the impact of lower production in
North America on the company's key platforms.  Covenant cushions
should improve into 2009 as the benefits of the new labor
agreements more favorably impact operations.

However, this improvement could be tempered if vehicle
production pressure in North America persists.  All of the
company's bank obligations and notes are currently unsecured,
which establishes some flexibility to generate alternative
liquidity, subject to lien baskets and sale/leaseback
limitations in the respective indentures.

While near term financial metrics will remain under pressure,
the rating outlook is stable at the B1 rating level reflecting
Moody's expectation that with the improved cost structure
provided by its new labor agreement, American Axle should be
able to achieve improved financial performance during 2009.

The rating anticipates that recent new business wins should
enable the company to reduce its reliance on the North American
light truck market and enhance its long term business position.  
Importantly, the rating anticipates that American Axle will
maintain adequate liquidity and financial flexibility to execute
the business transition that should yield improved financial
metrics by 2009.

Ratings lowered:

American Axle & Manufacturing Holdings, Inc.

-- Corporate Family, to B1 from Ba3
-- Probability of Default, to B1 from Ba3
-- Unsecured guaranteed convertible note, to B1 (LGD4, 54 %)
    from Ba3 (LGD4, 56%)

American Axle & Manufacturing, Inc.

-- Unsecured guaranteed notes, to B1 (LGD4, 54 %) from Ba3
    (LGD4, 56%)

-- Unsecured guaranteed term loan, to B1 (LGD4, 54 %) from Ba3
    (LGD4, 56%)

-- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was on April 2, 2008 when American Axle's
ratings were placed under review and the Speculative Grade
Liquidity Rating was lowered to SGL-2.

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--    
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.


BHM TECHNOLOGIES: Lehman Objects to Rothschild as Banker
--------------------------------------------------------
Lehman Commercial Paper, Inc., in its capacity as administrative
agent, First Lien Agent, for certain lenders under the
US$270,000,000 First Lien Credit Agreement, dated as of July 21,
2006, objects to the retention of Rothschild Inc. as investment
banker and financial advisor of BHM Technologies, LLC, and
debtor
affiliates.

Lehman says the services of Rothschild are unnecessary at this
juncture.  It notes the substantive terms and many details of
the plan of reorganization have already been negotiated and have
the support of all major constituencies; no constituency is
known that is expected to oppose the plan.  

Lehman says that considering that assisting the Debtors in
negotiating a plan or facilitating the sale of the Debtors'
assets are the primary services contemplated in the Engagement
Letter, the Debtors have not provided any compelling reason to
retain Rothschild.

Lehman asserts that the retention of Rothschild and the
accompanying costs and expenses would create an undue burden on
the Debtors' estates and their creditors.

In the event the U.S. Bankruptcy Court for the Western District
of Michigan approves Rothschild's retention, Lehman wants the
Court to ensure that all parties-in-interest -- and particularly
the holders of First Lien Debt -- have a full opportunity to
review the fees and expenses requested by Rothschild and object
to their reasonableness under Section 330 of the Bankruptcy
Code.

                       About BHM Technologies

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 on May 19, 2008 (Bankr.
W.D. Mich. 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 Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


BHM TECHNOLOGIES: Court Approves July 31 as Claims Bar Date
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the motion of BHM Technologies Holdings, Inc.,
and its debtor-subsidiaries to:

  (a) fix July 31, 2008, at 5:00 p.m., as the general bar date
      within which proofs of claim against them must be filed;

  (b) fix November 17, 2008, as the governmental unit bar date
      within which all governmental units must file proofs of
      claim against them; and

  (c) approve proposed procedures for the filing of proofs of
      claim.

                       About BHM Technologies

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 on May 19, 2008 (Bankr.
W.D. Mich. 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 Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


BHM TECHNOLOGIES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
BHM Technologies, LLC, and each of its debtor-affiliates filed
with the United States Bankruptcy Court for the Western District
of Michigan their schedules of assets and liabilities, and
statement of financial affairs.

BHM Technologies, LLC, and BHM Technologies Holdings, Inc.,
holding companies that do not have employees and are not
involved in day-to-day operations each declared zero stand-alone
assets, including US$0 for real and personal property.  Each
disclosed debts totaling US$336,506,519:

  -- a secured US$264,393,980 claim owed to Lehman Commercial
     Paper, Inc., on account of First Lien Deed of Trust,
     Security Agreement, Assignment of Leases and Rents and
     Fixture Filing - Revolving line of credit.

  -- unsecured priority claim, in an undetermined amount, owed
     to the Internal Revenue Service on account of federal
     income taxes, and

  -- a US$72,112,539 unsecured non priority claim owed to S.A.C.
     Domestic Investments LP pursuant to a Second Lien Deed of
     Trust, Security Agreement.

The Debtors' operations consist of four distinct lines of
business: (a) the Brown Division; (b) the Heckethorn
Division;(c) Morton Division ; and (d) Midwest Division.

The Brown Corporation of America says its own personal property
is worth US$45,946,845, and it owes US$92,247,701 to creditors
holding unsecured priority claims.

Heckethorn Manufacturing Co., Inc., has stand-alone assets
aggregating US$12,930,090, but also recorded the US$264,393,980
secured debt to LCPI, and US$72,112,539 unsecured debt to S.A.C.  
It booked an additional US$4,799,007 for unsecured non priority
debts on account of trade claims.  It added its employees may
own certain unsecured priority claims in undetermined amounts.

Midwest Stamping & Manufacturing Co. identified personal assets
aggregating US$79,054, and, the same amounts of debts owed by
the other Debtors to Lehman and SAD.

Morton Welding Company, Inc., says it has US$12,170,652 worth of
real property and US$20,844,167 of personal property.  Aside
from debts to LCPO and S.A.C., it owes:

   -- a US$208,407 to Tazewell County on account of an unsecured
      priority claim for property taxes;

   -- undetermined amounts, constituting unsecured priority
      claims, to employees and taxing authorities; and

   -- US$4,054,417, constituting unsecured non-priority claims,
      to various parties, on account of trade claims.

                       About BHM Technologies

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 on May 19, 2008 (Bankr.
W.D. Mich. 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 Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


DURA AUTOMOTIVE: Emerges from Chapter 11 Protection in Delaware
---------------------------------------------------------------
DURA Automotive Systems, Inc. successfully emerged from Chapter
11 bankruptcy protection.  The company officially concluded its
Chapter 11 reorganization process after meeting all statutory
requirements of its Revised Joint Plan of Reorganization,
including successfully closing their exit financing facilities
and filing associated documentation.  In conjunction with its
emergence, the Company also disclosed its new board of
directors.

"[The emergence] marks a fresh start for DURA," Larry Denton,
Chairman and Chief Executive Officer of DURA, said.  "With a
strengthened balance sheet and an improved operational
footprint, DURA is well positioned in the global automotive
supplier market.  We will now be able to operate with greater
efficiency and flexibility, devoting all of the company's focus
and resources to developing and delivering innovative products
to the benefit of our customers and all of our stakeholders."

                     New Board of Directors

DURA's new seven-member Board of Directors represents
significant international, operational, financial and automotive
industry expertise:

Fred Bentley is chief operating officer of Hayes Lemmerz
International, Inc., a worldwide producer of aluminum and steel
wheels.  At Hayes Lemmerz he was instrumental in changing the
company's global operational footprint and introducing lean
manufacturing practices.  Prior to Hayes Lemmerz, Mr. Bentley
served in positions of increasing responsibility at Honeywell
(formerly AlliedSignal) where he rose to the position of
Managing Director, Europe, and Frito-Lay (PepsiCo).

Lawrence A. Denton is former chairman of the board and has been
president and chief executive officer of DURA since January
2003.  He assumed the role of chairman in 2005.  From 1996 to
2002, Mr. Denton was president of Dow Automotive, a US$1 billion
business unit of the Dow Chemical Company.  Under his
leadership, Dow Automotive became one of the top 100 global
suppliers to the automotive industry, growing from US$300
million to more than US$1 billion in revenue in six years.  
Prior to that, he spent 24 years with Ford Motor Company, where
he held a variety of senior management positions.

Steven J. Gilbert is Senior Managing Director and Chairman of
Sun Group (USA).  He is also Chairman of the Board of Gilbert
Global Equity Partners, L.P., a billion dollar private equity
fund.  From 1992 to 1997 he was the Founder and Managing General
Partner of Soros Capital L.P. Mr. Gilbert has 35 years of
experience in private equity investing, investment banking and
law.  He has served as a director on the boards of more than 25
companies over the span of his career, including Office Depot,
Inc., Magnavox Electronic Systems Company, Affinity Financial
Group, Inc., GTS-Duratek, and Parker Pen Limited.

Timothy D. Leuliette is chairman of the board for DURA and is
currently chairman and CEO of Leuliette Partners LLC, an
investment and financial services firm.  He is the former co-
chairman and co-CEO of Asahi Tec and former chairman, president,
and CEO of automotive supplier Metaldyne Corporation.  He has
also served as president & COO of privately held Penske
Corporation, and prior to that president and CEO of ITT
Automotive and executive vice president at ITT.  Over his career
he has held executive and management positions at both vehicle
manufacturers and suppliers and has served on both corporate and
civic boards, including as chairman of the Detroit Branch of the
Federal Reserve Bank of Chicago.

Andrew B. Mitchell is chief executive and chief investment
officer of investment firm Pacificor LLC.  Prior to joining
Pacificor, Mr. Mitchell was a vice president and co-portfolio
manager at ING Funds, and prior to that a vice president and
senior analyst at Merrill Lynch Asset Management.  Mr. Mitchell
was also a senior high yield analyst and assistant vice
president at Wertheim/Schroder Investment Services.  Previous
experience also includes operational experience in the oil
refining industry with Exxon and in the mining and construction
industries with Chevron Resources.

Peter F. Reilly is president and chief operating officer of
Strategic Industries, LLC.  Strategic is a diversified holding
company with subsidiaries in the Automotive and Consumer
Products segments.  He joined the company at its inception in
2000 as the chief financial officer.  The company was created
through a leveraged buyout by Citicorp Venture Capital from US
Industries, Inc., a Fortune 500 conglomerate, publicly listed on
the New York Stock Exchange.  Mr. Reilly has significant
experience repositioning portfolio companies and helping them
capitalize on international opportunities.  Prior to joining
Strategic, he served as Treasurer for USI and various senior
financial positions with its predecessor, Hanson Industries, PLC
and its subsidiaries.

Jeffrey M. Stafeil has strong international and financial
experience and is currently chief financial officer and board
member for Germany-based Klockner Pentaplast, the world's
leading producer of films for the pharmaceutical, food and
technology product packaging market.  Formerly he was the
Executive Vice President and CFO at automotive supplier
Metaldyne Corporation, now Asahi Tec Corporation.  Since 2006 he
has served on the board of directors and is co-chairman of the
audit committee for Meridian Corporation, an automotive supplier
that exited bankruptcy in December 2006.

         Financial Information and New Capital Structure

DURA's exit financing package comprises a US$110 million
revolving credit facility, a US$50 million European first lien
term loan, and an approximate US$84 million U.S. second lien
term loan.  In addition to its exit financing facilities, DURA
entered into various European accounts receivable factoring
facilities totaling approximately EUR65 million.

These exit financing facilities, together with cash from DURA's
balance sheet, will be used in part to finance distributions
under the Plan, providing cash to holders of DIP facility
claims, administrative expense claims, certain priority claims,
and Canadian general unsecured claims.  Other creditors
receiving distributions under the Plan will receive new equity
in the reorganized company to satisfy claims.  Effective Friday,
existing DURA stock has been cancelled and will no longer have
value.

"This transaction has significantly strengthened DURA's capital
structure by reducing total net debt from over US$1.3 billion to
approximately US$180 million, which will significantly reduce
the [UTF-8?]Company’s interest expense," Nick Preda, DURA's
CFO, said.

DURA was advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

                      About DURA Automotive

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent     
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings.  Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels.  Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


FOAMEX INT'L: Commences Rights and Second Lien Loan Offerings
-------------------------------------------------------------
Foamex International Inc. has commenced its previously announced
rights offering and second lien loan offering.

In the rights offering, Foamex is distributing to each holder of
record of its common stock as of the close of business on
June 20, 2008, at no charge, one right for each share of
common stock held by such holder on that date.  Each right
entitles the holder to purchase 7.132 shares of Foamex common
stock at US$0.65 per share.  In the second lien offering,
second lien loan lenders may acquire the Company's common stock
at US$0.65 per share using their second lien loans at par value.

Holders who exercise rights or assign their second lien loans in
the offerings prior to 5:00 p.m., Eastern time, on July 9, 2008,
will receive a premium, payable in shares of common stock,
equal to 2% of the shares acquired in the offering on or prior
to such date.  The rights offering and second lien offering each
expire at 5:00 p.m., Eastern time, on July 24, 2008, unless the
Company extends them.  The Company currently has no plans to
extend the offerings.

In addition, in connection with the offerings, the Company has
sold US$100 million of the Company's common stock at US$0.65 per
share pursuant to the previously announced put option to
certain stockholders.  The purchase price for such shares was
paid by assignment to the Company of second lien loans.  
Pursuant to the terms of the put option, the Company also
issued approximately 12.8 million shares to these stockholders
as a put option premium.

The rights offering and second lien offering materials,
including a prospectus for each offering, will be mailed to
eligible record holders of the Company's common stock and second
lien loans, respectively, on or about June 26, 2008.  Those
eligible stockholders that hold their shares through a bank,
brokerage firm, or other nominee should receive the rights
offering materials from their bank, broker or nominee.  Copies
of the prospectus relating to the rights offering and the
prospectus relating to the second lien offering also may
be obtained from Foamex International Inc.'s Investor Relations
Department (1000 Columbia Avenue, Linwood, Pennsylvania 19061,
((800) 451-3801) or the Securities and Exchange Commission's web
site at http://www.sec.gov

Headquartered in Linwood, Pennsylvania, Foamex International
Inc. (FMXIQ.PK) -- http://www.foamex.com/-- produces  
cushioning for bedding, furniture, carpet cushion and automotive
markets.  The company also manufactures polymers for the
industrial, aerospace, defense, electronics and computer
industries.  Foamex has Asian locations in Malaysia, Thailand
and China.  Thecompany's Latin American subsidiary is in Mexico.

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).


QUEBECOR WORLD: Closes Sale of European Assets for EUR135 Mil.
--------------------------------------------------------------
Quebecor World Inc. has completed the previously announced sale
of its European operations to Hombergh/De Pundert Group (HHBV),
a Netherlands based investment group.  The transaction is valued
at approximately EUR135 million.

Under the agreement, Quebecor World received EUR52 million in
cash. HHBV will assume about EUR61 million of net debt, and a
EUR21.5 million five-year note bearing interest at 7% per year
payable to Quebecor World.  The sale was made substantially on
an "as is, where is" basis and was not subject to the approval
of either Quebecor World's or HHBV's shareholders.

"We are pleased to conclude this transaction which will allow us
to focus on our business in the Americas and which should enable
us to exit creditor protection in North America as a stronger
player in our industry," said Jacques Mallette, President and
CEO of Quebecor World.  "I thank our European employees for
their support and would like to ensure our European customers we
will continue to provide them with a full-service offering to
grow their businesses in North America and Latin America."

Quebecor World's European operations consisted of 16 printing
and related facilities employing approximately 3,500 people in
Austria, Belgium, Finland, France, Spain and Sweden producing
magazines, catalogs, retail inserts, direct mail products, book
and directories.

As reported in the Troubled Company Reporter on June 19, 2008,
The U.S. Bankruptcy Court for the Southern District of New York
approved a purchase agreement between Quebecor World Inc. and
its debtor-affiliates and Hombergh Holdings BV's affiliate,
Vadeho II, B.V., under which HHBV will pay EUR133,000,000, for
the Debtors' European assets, and assume certain liabilities.

The sale agreement requires Vadeho to acquire all of the issued
and outstanding shares of non-debtor Quebecor World European
Holding S.A., from QWI; and non-debtor 4434889 Canada Inc.'s
membership interest in QW SPV (USA) LLC.  The agreement
contemplates for the assignment of intercompany loans, totaling
EUR515,000,000 as of May 28, 2008, advanced by the Debtors to
the European affiliates to Vadeho.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.



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

KANSAS CITY: T. Kenna Replaces D. Starling as Unit's President
--------------------------------------------------------------
Mi-Jack Products, Inc., and Kansas City Southern have appointed
Thomas H. Kenna as President and Director General of the Panama
Canal Railway Company (PCRC).  Mr. Kenna, whose appointment
becomes effective July 1, 2008, replaces David L. Starling, who
left Panama Canal Railway Co. to assume the position of
President and Chief Operating Officer of Kansas City Southern.

Mr. Kenna has 25 years of senior level experience in the
management and marketing of activities related to the maritime
industry and international multimodal transport.  He has worked
for Hapag-Lloyd, CMA CGM and other major shipping lines as part
of the management teams of their local shipping agencies,
holding positions ranging from director of marketing, to general
manager, and president.

At Panama Canal Railway Company, which he joined in 2000, Mr.
Kenna has served as Director of Marketing responsible for the
implementation of marketing strategies for the railroad's
freight and passenger operations.

"Tom has been an important part of PCRC's success over the last
seven years," stated Mi-Jack President Michael Lanigan.  "His
marketing and sales efforts have been prime factors in PCRC's
annual freight volumes moving from approximately 16,000
containers in 2001, the first year of operations, to nearly
225,000 in 2007."  Panama Canal Railway Co. expects to move
approximately 363,000 containers in 2008.

According to Kansas City Southern's Chairperson and Chief
Executive Officer, Michael R. Haverty, "Tom's blend of
outstanding marketing expertise and his strong organizational
and management skills makes him well-suited to lead PCRC."

Messrs. Lanigan and Haverty serve as Co-Chairmen of the Panama
Canal Railway Co. Board of Directors.

Mr. Kenna holds a B.S. degree from Florida State University and
a M.B.A. from Nova Southeastern University. He is married and
has three children.

Panama Canal Railway Company is a joint venture company owned
equally by Mi-Jack and Kansas City Southern.  Through a
concession granted by the Republic of Panama, it operates a 47-
mile railroad located adjacent to the Panama Canal and provides
rail freight services to international container shipping
companies.  The Panama Canal Railway Co. also operates and
promotes commuter and tourist passenger services.

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE:KSU) -- http://www.kcsouthern.com/-- is a transportation    
holding company that has railroad investments in the U.S.,
Mexico and Panama.  Its primary U.S. holding includes KCSR,
serving the central and south central U.S.  Its international
holdings include Kansas City Southern de Mexico, serving
northeastern and central Mexico and the port cities of Lazaro
Cardenas, Tampico and Veracruz, and a 50% interest in Panama
Canal Railway Company, providing ocean-to-ocean freight and
passenger service along the Panama Canal.  Kansas City Southern'
North American rail holdings and strategic alliances are primary
components of a NAFTA Railway system, linking the commercial and
industrial centers of the U.S., Canada and Mexico.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Kansas City Southern Railway Co.'s US$275 million senior
unsecured debt due 2015, one notch higher than the corporate
credit rating on parent company Kansas City Southern.  S&P also
assigned a recovery rating of '2' to the notes, indicating that
lenders can expect substantial (70%-90%) recovery in the event
of a payment default.  The notes are guaranteed by Kansas City
Southern.  S&P have affirmed its 'B+' long-term corporate credit
on Kansas City Southern.



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

GLOBAL PAYMENT: Posts US$1.06MM Net Loss in Qtr. Ended March 31
---------------------------------------------------------------
Global Payment Technologies Inc. reported a net loss of
US$1,060,000 on net sales of US$2,921,000 for the second quarter
ended March 31, 2008, compared with a net loss of US$1,330,000
on net sales of US$2,802,000 in the same period ended March 31,
2007.

The sales increase was due to increased sales in the gaming
market.

At March 31, 2008, the company's consolidated balance sheet
showed US$6,001,000 in total assets, US$3,834,000 in total
liabilities, and US$2,167,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2ec9

                       About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc. (NasdaqCM: GPTX) -- http://www.gptx.com/-- designs,     
manufactures, and markets automated currency acceptance and
validation systems used to receive and authenticate currencies
in a variety of payment applications worldwide.  The company has
operation in Peru.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 31, 2008,
New York-based Eisner LLP expressed substantial doubt about
Global Payment Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated
financial statements for the year ended Sept. 30, 2007.  The
auditing firm pointed to Global Payment's recurring losses and
deficiencies in cash flows from operations.



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

PETROLEOS DE VENEZUELA: Will Sell Natural Gas to Petrobras
----------------------------------------------------------
El Universal reports that Brazil's President Luiz Inacio Lula da
Silva and Venezuela's President Hugo Chavez have signed an
agreement that will authorize Petroleo Brasileiro S.A., a.k.a.
Petrobras, to buy liquefied natural gas from Petroleos de
Venezuela SA.

According to Brasilia em Tempo Real, Presidents Lula da Silva
and Chavez met in Caracas to sign 21 agreements, which include
the future liquefied natural gas transaction between Petrobras
and Petroleos de Venezuela.

Press TV relates that Venezuela will ship the liquefied natural
gas to Brazil's gasification plants at Pecem, Ceara, and at Baia
da Guanabara, Rio de Janeiro.  These plants would start
operating in the third quarter 2008 and will process 20 million
cubic meters of gas per day.

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: Uruguay Abandons Project With Firm
----------------------------------------------------------
The Uruguayan National Administration of Fuels, Alcohol and
Portland, or Ancap, has dismissed a project with Petroleos de
Venezuela S.A., a.k.a. PDVSA, Agence France-Presse reports,
citing Uruguay's Industry and Energy Minister Daniel Martinez.

El Universal relates that Venezuela signed a memorandum of
understanding with Uruguay in 2007 to organize a firm to refit a
refinery and sell the excess abroad.

"There is no project with PDVSA, because in order to prevent
clashes (with the opposition), the government resolved not to
undertake this project directly with Venezuela, but by means of
an invitation to tender to see who is going to fund it," AFP
quoted Minister Martinez.

According to AFP, Minister Martinez said that Ancap will put out
to tender the refitting of a plant.  El Universal relates that
the refinery overhaul needs an investment, which Minister
Martinez said would total US$1 billion.

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.


    
* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                   Shareholders     Total
                                      Equity       Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------               ------    ------------    -------
Arthur Lange             ARLA3       (24.32)        34.09
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (480.75)       423.86
Caf Brasilia             CAFE3      (949.47)        40.58
Chiarelli SA             CCHI3       (73.37)        44.84
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (751.50)       450.17
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (13.89)        13.03
Aco Altona               ESTR        (41.68)       144.91
Estrela SA               ESTR3       (68.40)       112.36
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3       (40.90)       127.74
Cimob Partic SA          GAFP3       (56.35)        92.77
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (116.89)        20.31
Hercules                 HETA3      (245.33)        45.85
Doc Imbituba             IMB13       (21.11)       215.55
IMPSAT Fiber Networks    IMPTQ       (17.17)       535.01
Minupar                  MNPR3       (27.58)       158.43
Wetzel SA                MWET3       (15.02)       137.09
Nova America SA          NOVA3      (300.97)        41.80
Paranapamema SA          PMAM3      (105.13)     3,724.69
Paranapamema-PRF         PMAM4      (105.13)     3,724.69
Recrusul                 RCSL3       (67.90)        27.89
Telebras-CM RCPT         RCTB30     (171.66)       230.92
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (84.39)        44.57
Tecel S Jose             SJ0S3       (26.86)        80.42
Sansuy                   SNSY3       (63.13)       235.18
Teka                     TEKA3      (347.07)       538.30
Telebras SA              TELB3      (171.66)       230.92
Telebras-CM RCPT         TELE31     (171.66)       230.92
Telebras SA              TLBRON     (171.66)       230.92
TECTOY                   TOYB3        (1.43)        39.50
TEC TOY SA-PREF          TOYB5        (1.43)        39.50
TEC TOY SA-PF B          TOYB6        (1.43)        39.50
TECTOY SA                TOYBON       (1.43)        39.50
Texteis Renaux           TXRX3      (118.94)        84.92
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (123.44)     2,012.29
Wiest                    WISA3      (140.97)        71.37


                            ***********


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
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Information contained herein is obtained from sources believed
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