TCRLA_Public/080703.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Thursday, July 3, 2008, Vol. 9, No. 131

                            Headlines


A R G E N T I N A

ALITALIA SPA: Group Net Debt at EUR1.21 Billion at May 31, 2008
ALITALIA SPA: Carlo Santini Quits as Independent Director
BRUNO SCS: Trustee Verifies Proofs of Claim Until July 23
DELTA AIR: Passengers File Suit Alleging Merger Creates Monopoly
DI PAOLO: Proofs of Claim Verification Deadline Is Aug. 29

GLOBAL CROSSING: Internet Protocol Migration Increases Revenue
GLOBAL CROSING: OKs Revision of CEO J. Legere Employment Pact
LUNITEX SRL: Proofs of Claim Verification Deadline Is Sept. 24
MANUFACTURAS DEL PLATA: Claims Verification Deadline Is Sept. 3
MEDIDOCT SA: Proofs of Claim Verification Is Until Oct. 7

MENSAJERO VELOZ: Proofs of Claim Verification Is Until Aug. 29
Q VIP: Proofs of Claim Verification Is Until Aug. 20
SEGLOC SA: Proofs of Claim Verification Deadline Is Sept. 15
SONIK CHEMICAL: Proofs of Claim Verification Is Until Sept. 11
TODO CONECTOR: Proofs of Claim Verification Is Until Sept. 15


B E R M U D A

INTELSAT LTD: Moody's Junks Rating on Unit's US$309.3 Mil. Notes
SCOTTISH RE: Shares Delisted From New York Stock Exchange


B R A Z I L

BANCO DO BRASIL: Loans Increase to BRL200 Billion in May 2008
BANCO INDUSTRIAL: To Buy Back 9.42 Mln. Shares by June 27, 2009
BLOCKBUSTER INC: Withdraws US$1.3BB Proposal to Buy Circuit City
BR MALLS: Buys Interests in West Shopping & Center Shopping Rio
BRASKEM SA: To Produce Polyolefin With Petroquimica de Venezuela

CAIXA ECONOMICA: To Lend BRL52 Million to Cia. de Saneamento
GENERAL MOTORS: June 2008 Dealer Sales in US Drop 8% to 265,937
GENERAL MOTORS: Plastech Customers Up DIP Package to US$99.5MM
NAVISTAR INT'L: Mexican Unit Launches Telecom System With CNR
NAVISTAR INT'L: Likely to Extend Layoffs for 6 Mos., Report Says

SHARPER IMAGE: US Trustee & Card Holders Oppose Claims Bar Date
SHARPER IMAGE: Asks Authority to Hire Real Estate Consultant
UAL CORP: Issues 8 Million Shares Under 2008 Incentive Plan
UAL CORP: Signs Framework Deal with Continental Airlines
UNIAO DE BANCOS: Net Income Increases to BRL741MM in 1st Quarter

USINAS SIDERURGICAS: Acquires Port Area in Rio de Janeiro


C A Y M A N  I S L A N D S

GRAND ISLAND: Shareholders Decide to Place Firm Into Liquidation
GRAND ISLAND COMMODITY: Placed Into Voluntary Liquidation
GRAND ISLAND INCOME: Placed Into Voluntary Liquidation
GRAND ISLAND MASTER: Placed Into Voluntary Liquidation
MAISTRALIA KASTEL: Proofs of Claim Filing Deadline Is July 8

MAISTRALIA KASTEL: Holds Final Shareholders Meeting on July 8
ROARING INTERNATIONAL: Claims Filing Deadline Is Until July 8
ROARING INTERNATIONAL: Final Shareholders Meeting Is on July 8
SWABIAN INVESTMENT: Deadline for Claims Filing Is July 8
SWABIAN INVESTMENT: Sets Final Shareholders Meeting on July 8


C O L O M B I A

ECOPETROL SA: Bolsa Reaffirms Buy Rating on Firm's Shares
POLYONE CORP: Fitch Simultaneously Affirms and Withdraws Ratings


J A M A I C A

AIR JAMAICA: Will Retain Three Board Members
AIR JAMAICA: No Change in Wage Package for Workers, Unions Say
NATIONAL COMM: Fitch Holds B+ Foreign & Local Currency IDRs
SUGAR COMPANY: New Firm Will Manage Factories Sold to Infinity


M E X I C O

AMERICAN AXLE: Fitch Chips Issuer Default & Debt Ratings to BB-
ASARCO LLC: Court Permits Grupo Mexico to Submit Plan for Firm
CHRYSLER: Reports Volume-Related Reductions in Assembly Plants
CHRYSLER LLC: June 2008 Sales Drop 36% to 117,457 Units
CHRYSLER LLC: Early '08 Performance Exceeds Owners' Expectations

CHRYSLER LLC: Plastech Customers Raise DIP Package to US$99.5MM
CONTINENTAL AIRLINES: Mulls Joining United Air in Star Alliance
CORPORACION DURANGO: S&P Cuts Corp. Credit Rating to CCC From B+
FRONTIER AIRLINES: Can Hire FTI Consulting as Financial Advisor
FRONTIER AIRLINES: Court OKs Seabury Group as Financial Advisors

MAXCOM TELECOMUNICACIONES: Files Form 20-F With SEC
QUEBECOR WORLD: Wants to Execute Management Incentive Plans
QUEBECOR WORLD: May Use OpTrust Office Through September 30
QUEBECOR WORLD: Gets OK to Assume Amended Printing Deal With Dex


P U E R T O  R I C O

FIRST BANCORP: Federal Reserve Terminates Cease and Desist Order


V E N E Z U E L A

DEL MONTE: Seafood Business Sale Won't Affect S&P's 'BB-' Rating
GOODYEAR TIRE: To Invest US$400 Million in Chile in Four Years
NORTHWEST AIRLINES: 28 Passengers File Lawsuit to Stop Merger
NORTHWEST AIRLINES: Judge Gropper Closes 12 Bankruptcy Cases
NORTHWEST AIRLINES: Seeks Approval on Foret Settlement Deal

NORTHWEST AIRLINES: Filing of Claim Objections Due August 28
PRIDE INTERNATIONAL: Updates Offshore Drilling Contract Status


* Upcoming Meetings, Conferences and Seminars


                         - - - - -


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

ALITALIA SPA: Group Net Debt at EUR1.21 Billion at May 31, 2008
---------------------------------------------------------------
The Alitalia Group's net debt as of May 31, 2008, amounted to
EUR1.121 billion, showing a decrease in net indebtedness of
EUR237 million (-17.5%) compared to the situation on
April 30, 2008, announced on May 30, 2008.

Regarding the EUR300 million cashed according to legislative
decree no. 80 of April 23, 2008, and the subsequent legislative
decree no. 93 of May 27, 2008, it should be noted that this
amount is not included in the indebtedness, since it is not
possible to determine at present how much will be used according
to decree no. 93 of May 27, 2008.

The net debt of Alitalia S.p.A. on May 31, 2008, including
short-term financial credits for subsidiaries, amounted to
EUR1.108 billion, showing a decrease of EUR232 million (-17.3%)
compared to net debt as of April 30, 2008.

Regarding the EUR300 million cashed according to legislative
decree no. 80 of April 23, 2008, and the subsequent legislative
decree no. 93 of May 27, 2008, it should be noted that this
amount is not included in the indebtedness mentioned above,
since it is not possible to determine at present how much will
be used according to decree no. 93 of May 27, 2008.

The Group's cash-to-hand and short-term financial credits as of
May 31, 2008, at the Group level and for Alitalia, amounted to
EUR388 million and EUR401 million respectively; the increase is
mainly due to cashing the mentioned amount.

Group's short-term financial indebtedness, as of May 31, 2008,
amounted to EUR173 million.

It should be noted that as of May 31, 2008, there were several
leasing contracts at the Group level -- referring almost
entirely to fleet aircraft mostly held by the parent company
amounting to EUR78 million -- whose capital share, including
lease closure value, amounted to EUR90 million, of which
EUR12 million represent the current capital share falling due
within twelve months of the reference date, with EUR9 million
held by the parent company.

By comparison, the same figure as of April 30, 2008, amounted
to EUR91 million, of which EUR12 million falling due in the 12
months from the reference date; the corresponding figures for
the parent company on April 30, 2008, amounted to EUR79 million
and EUR9 million respectively.

It should also be noted that existing debts to banks are almost
entirely backed up by real guarantees (mortgages on aircraft) or
by personal guarantees (mainly guarantees issued by banks for
export credit).  The relative financing contracts contain
standard legal clauses relating to withdrawal.  None of the
contracts refer to specific requirements regarding assets or
economic/financial aspects, in order to maintain the credit
line.

During May 2008, repayments were made of medium/long-term
financing amounting to about EUR23 million.

Regarding debts of a financial, fiscal and social welfare
nature, there were no outstanding sums or payment irregularities
on May 31, 2008, both for the parent company and for
the other companies in the Group.

As far as debts of a commercial nature are concerned, decisions
are still pending for the petitions filed by Alitalia regarding:

  a) an injunction related to supposed different pricing
     policies, issued by a carrier for EUR6 million (two
     decrees;

  b) another injunction issued by a supplier of on-board movies
     for EUR1.2 million (two decrees);

  c) an injunction has been issued by an IT services supplier
     for EUR812,000;

  d) an injunction has been issued by an Italian subsidiary of
     an air carrier bankruptcy for EUR288,000;

  e) another injunction has been issued by a maintenance
     services supplier for EUR492,000;

  f) a further injunction has been issued by the special
     manager of a firm for presumed debts relating to air
     ticket sales, for EUR3.2 million;

  g) one injunction issued by a fuel supplier (airport rights)
     for about EUR1 million;

  h) another injunction has been issued by an airport
     management company for limited failure to pay
     handling fees for about EUR375,000;

  i) an injunction has been issued by four suppliers, for
     EUR188,000.

There are no other injunction orders or executive actions
undertaken by creditors notified as of May 31, 2008, nor are
there any threats by suppliers to suspend operations.

It should be pointed out that, as part of ordinary management
practices, the Company is committed to maintaining commercial
relations with its customers and suppliers who guarantee -– in
the absence of critical situations or operational emergencies

                        About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes, including United States, Canada,
Japan and Argentina.  The Italian government owns 49.9% of
Alitalia.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.


ALITALIA SPA: Carlo Santini Quits as Independent Director
---------------------------------------------------------
Carlo Santini has resigned from his post as a Director of
Alitalia S.p.A.

Mr. Santini was an independent non-executive Director, and it
should be noted that, on the basis of available information, he
does not hold participation in Alitalia's capital.

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.


BRUNO SCS: Trustee Verifies Proofs of Claim Until July 23
---------------------------------------------------------
The court-appointed trustee for Bruno S.C.S.'s reorganization
proceeding, will be verifying creditors' proofs of claim until
July 23, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 19, 2008.  The National Commercial
Court of First Instance in La 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 Bruno 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 Bruno's accounting
and banking records will be submitted in court on Oct. 31, 2008.

The informative assembly will be held on May 13, 2009.  
Creditors will vote to ratify the completed settlement plan
during the assembly.


DELTA AIR: Passengers File Suit Alleging Merger Creates Monopoly
----------------------------------------------------------------
A group of 28 airline passengers banded together and filed a
lawsuit in the District Court in San Francisco to halt Delta Air
Lines Inc.'s proposed takeover of Northwest Airlines
Corporation, alleging that the consolidation "would result in an
illegal monopoly," the AP discloses.

According to the report, the group alleges that the merger would
leave Delta with a "monopolistic grip" on the airline industry,
which would result in increased ticket rates and poor service
quality.

"The potential for increased price-fixing, division of markets
and other anticompetitive acts among the remaining airlines is
significant," the lawsuit says, reports the AP.

Northwest spokeswoman Tammy Lee said the lawsuit is "frivolous"
since the merger is "pro-competitive and pro-consumer,"
according to reports.  

"The end-to-end combination of these two carriers enhances, not
diminishes, consumer preference and choice.  The DOJ is
reviewing our case and we are highly confident this deal will be
approved by year-end," said Ms. Lee, reports The Business
Review.

The merger has been criticized, by two of Northwest's labor
unions and by the chairman of the House Transportation and
Infrastructure Committee, Rep. James Oberstar, D-Minn., says the
San Francisco Chronicle.  Mr. Oberstar asserted that the merger
would likely hurt customers and could lead to further
consolidations.  He urged the Justice Department's antitrust
division to conduct a thorough review.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--    
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia, and the United Kingdom.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


DI PAOLO: Proofs of Claim Verification Deadline Is Aug. 29
----------------------------------------------------------
The court-appointed trustee for Di Paolo Hnos. S.A.'s bankruptcy
proceeding will be verifying creditors' proofs of claim until
Aug. 29, 2008.

The trustee will present the validated claims in court as   
individual reports on Oct. 1, 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 Di Paolo 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 Di Paolo's accounting  
and banking records will be submitted in court on Nov. 21, 2008.

Infobae didn't state the submission dates for the reports.


GLOBAL CROSSING: Internet Protocol Migration Increases Revenue
--------------------------------------------------------------
Global Crossing Ltd.'s President for Latin American Operations,
Hector Alonso, said that the migration to Internet Protocol  
systems is driving data products' revenue growth for the firm's
Latin American unit, Phil Anderson at Business News Americas
reports.

According to BNamericas, data product revenues of Global
Crossing's Latin American unit break down into:

   -- Internet Protocol connectivity,
   -- legacy protocol applications, and
   -- value added data management services.  

BNamericas relates that value added data management services
represented 10% of data product revenues in 2007, about 20%
greater than 2006.  Revenue growth for legacy protocol
applications was flat.  Internet Protocol data sales increased
70% and continue to be the fastest growing part in terms of
revenues.  Overall data product revenues rose 18% in 2007,
compared to 2006.

The report says that data products represented 60% of total
Latin American revenues of Global Crossing's Latin American unit
last year, "with value added Internet softwares and data center
outsourcing both accounting for 15% and pure telephony
accounting for the remaining 10%."

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides     
telecommunication  services over the world's first integrated
global IP-based network.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

Global Crossing's Latin American business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru,
Mexico, Venezuela and the United States (Florida).  It also has
operations in the United Kingdom.

                         *     *     *

At Sept. 30, 2007, Global Crossing Ltd.'s balance sheet showed
total assets of US$2.6 billion, total debts of US$2.7 billion
and a US$74 million stockholders' deficit.

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Global Crossing Ltd. said in a statement that its
net loss increased 75% to US$89 million in the third quarter
2007, compared to US$51 million in the third quarter 2006.


GLOBAL CROSING: OKs Revision of CEO J. Legere Employment Pact
-------------------------------------------------------------
Global Crossing Ltd.'s Compensation Committee and Board of
Directors have authorized an amendment to the employment
agreement between the company and its chief executive officer,
John J. Legere.

The agreement provides for the payment of severance to Mr.
Legere in the event of termination of his employment by Global
Crossing without cause or upon his death, disability or
resignation for good reason in an amount equal to three times
the sum of his base salary and target annual bonus, plus certain
other benefits and payments.

Under the agreement as in effect before the amendment, Mr.
Legere would receive payment of severance in an amount equal to
three times, two times or one times the sum of his base salary
and target annual bonus if he is terminated from his employment
before Aug. 15, 2008, 2009 or 2010, respectively, plus certain
other benefits and payments.  The other terms of the agreement
remain unchanged.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides     
telecommunication  services over the world's first integrated
global IP-based network.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

Global Crossing's Latin American business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru,
Mexico, Venezuela and the United States (Florida).  It also has
operations in the United Kingdom.

                         *     *     *

At Sept. 30, 2007, Global Crossing Ltd.'s balance sheet showed
total assets of US$2.6 billion, total debts of US$2.7 billion
and a US$74 million stockholders' deficit.

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Global Crossing Ltd. said in a statement that its
net loss increased 75% to US$89 million in the third quarter
2007, compared to US$51 million in the third quarter 2006.


LUNITEX SRL: Proofs of Claim Verification Deadline Is Sept. 24
--------------------------------------------------------------
Maria del Carmen Alvarez, the court-appointed trustee for
Lunitex SRL's bankruptcy proceeding, will be verifying
creditors' proofs of claim until Sept. 24, 2008.

Ms. Alvarez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 7 in Buenos Aires, with the assistance of Clerk
No. 14, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Lunitex 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 Lunitex's accounting
and banking records will be submitted in court.

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

The debtor can be reached at:

                Lunitex SRL
                Bartolome Mitre 2272
                Buenos Aires, Argentina

The debtor can be reached at:

                Maria del Carmen Alvarez
                San Jose 135
                Buenos Aires, Argentina


MANUFACTURAS DEL PLATA: Claims Verification Deadline Is Sept. 3
---------------------------------------------------------------
Juan Carlos Caro, the court-appointed trustee for Manufacturas
del Plata SRL's bankruptcy proceeding, verifies creditors'
proofs of claim until Sept. 3, 2008.

Mr. Caro will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 14 in Buenos Aires, with the assistance of Clerk
No. 7, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Manufacturas del Plata  
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 Manufacturas del
Plata's accounting and banking records will be submitted in
court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Manufacturas del Plata SRL
         San Jose 1063
         Buenos Aires, Argentina

The trustee can be reached at:

         Juan Carlos Caro
         Florida 470
         Buenos Aires, Argentina


MEDIDOCT SA: Proofs of Claim Verification Is Until Oct. 7
---------------------------------------------------------
Jorge Roberts, the court-appointed trustee for Medidoct SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Oct. 7, 2008.

Mr. Roberts will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 21 in Buenos Aires, with the assistance of Clerk
No. 41, 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 Medidoct 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 Medidoct's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Medidoct SA
         M. T. de Alvear 2010
         Buenos Aires, Argentina

The trustee can be reached at:

         Jorge Roberts
         Hernandarias 953
         Buenos Aires, Argentina


MENSAJERO VELOZ: Proofs of Claim Verification Is Until Aug. 29
--------------------------------------------------------------
Ricardo Fernandez, the court-appointed trustee for Mensajero
Veloz SRL's bankruptcy proceeding, will be verifying
creditors' proofs of claim until Aug. 29, 2008.

Mr. Fernandez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with the assistance of Clerk
No. 4, 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 Mensajero Veloz 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 Mensajero Veloz's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

          Mensajero Veloz SRL
          Parana 123
          Buenos Aires, Argentina


Q VIP: Proofs of Claim Verification Is Until Aug. 20
----------------------------------------------------
The court-appointed trustee for Q. Vip S.A.'s bankruptcy
proceeding will be verifying creditors' proofs of claim until
Aug. 20, 2008.

The trustee will present the validated claims in court as   
individual reports on Oct. 1, 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 Q. Vip 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 Q. Vip's accounting  
and banking records will be submitted in court on Nov. 12, 2008.

Infobae didn't state the submission dates for the reports.


SEGLOC SA: Proofs of Claim Verification Deadline Is Sept. 15
------------------------------------------------------------
Jorge Basile, the court-appointed trustee for Super
Natural S.R.L.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until April 17, 2008.

Mr. Basile will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 17 in Buenos Aires, with the assistance of Clerk
No. 34, 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 Segloc 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 Segloc's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

          Segloc SA
          Avenida de Mayo 1370
          Buenos Aires, Argentina

The trustee can be reached at:

          Jorge Basile
          J. E. Uriburu 782
          Buenos Aires, Argentina



SONIK CHEMICAL: Proofs of Claim Verification Is Until Sept. 11
--------------------------------------------------------------
The court-appointed trustee for Sonik Chemical & The Time S.H.
de Miguel Angel Coelho y Juan Bautista Orquin's bankruptcy
proceeding will be verifying creditors' proofs of claim until
Sept. 11, 2008.

The trustee will present the validated claims in court as   
individual reports on Oct. 23, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Sonik Chemical 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 Sonik Chemical's
accounting and banking records will be submitted in court on
Dec. 4, 2008.

Infobae didn't state the submission dates for the reports.


TODO CONECTOR: Proofs of Claim Verification Is Until Sept. 15
-------------------------------------------------------------
Noemi Zulema Vivares, the court-appointed trustee for Todo
Conector y Antena SRL's bankruptcy proceeding, will be verifying
creditors' proofs of claim until Sept. 15, 2008.

Ms. Vivares will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 5 in Buenos Aires, with the assistance of Clerk
No. 10, 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 Todo Conector 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 Todo Conector's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

                Todo Conector y Antena SRL
                Uruguay 68
                Buenos Aires, Argentina

The debtor can be reached at:

                Noemi Zulema Vivares
                Avenida Cordoba 2626
                Buenos Aires, Argentina



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

INTELSAT LTD: Moody's Junks Rating on Unit's US$309.3 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to approximately
US$2 billion of new debt instruments issued by Intelsat, Ltd.
through its subsidiary, Intelsat Jackson Holdings, Ltd.  At the
same time, Moody's also affirmed Intelsat's Caa1 corporate
family rating, Caa1 probability of default rate and SGL-3
speculative grade liquidity rating while maintaining the stable
ratings outlook.  

The rating action was prompted by refinance activity resulting
from required change of control offers applicable to debt
instruments that were outstanding prior to Intelsat's recent
acquisition by private equity investors (this is step two in a
multi-stage transaction, with step one having been the subject
of Moody's June 24, 2008 press release).  

Since this transaction substitutes debt being "put" back to
Intelsat Jackson with similarly sized and structured
replacements (albeit with minor modifications to coupons that
increase by 25 to 50 basis points), the transaction is assessed
as being neutral to Intelsat's Caa1 CFR, Caa1 PDR and SGL-3
speculative grade rating, and there is no need to modify ratings
or loss given default assessments of individual debt instruments
(i.e. the new instruments are rated at the same levels as the
instruments being partially or completely refinanced -- in the
case of those instruments being completely refinanced, their
applicable ratings will be withdrawn in due course).  With no
change to the credit profile of the company expected to occur
over the near term, the outlook continues to be stable.

Issuer: Intelsat Jackson, Ltd.

  -- US$701.9 million 9.5% Senior Notes due June 15, 2016, Rated
     B3 (LGD3, 32%)

  -- US$1,010 million Senior Unsecured Term Loan due 2014, Rated
     B3 (LGD3, 32%)

  -- US$309.3 million 11.5% Senior Notes due June 15, 2016,
     Rated Caa2 (LGD4, 60%)

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of US$12.05
billion, total debts of US$12.77 billion and stockholders'
deficit of US$722.3 million as of March 31, 2008.


SCOTTISH RE: Shares Delisted From New York Stock Exchange
---------------------------------------------------------
Scottish Re Group Ltd.'s shares were delisted from the New York
Stock Exchange.

There are less than 300 holders of record of Scottish Re's
shares as of Dec. 31, 2007.  Scottish Re has stopped filing
periodic reports with the U.S. Securities and Exchange
Commission for any period after Jan. 1, 2008.  The company filed
with the SEC a Form 15 on May 13, 2008, to terminate its duty to
file reports under Section 13(a) and 15(d) of the U.S.
Securities Exchange Act of 1934, as amended.  Scottish Re will
withdraw from registration any securities registered but not
sold at the termination of the offering.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a      
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish
Re Capital Markets, Inc., a member of Scottish Re Group Ltd.,
is a registered broker dealer that specializes in securitization
of life insurance assets and liabilities.  On Sept. 30, 2007,
Scottish Re reported total assets of US$13.4 billion and
shareholder's equity of US$869 million.

As reported in the Troubled Company Reporter-Latin America on
June 17, 2008, Moody's Investors Service placed on review with
direction uncertain Scottish Re Group Ltd.'s senior unsecured
shelf of (P)Caa1, subordinate shelf of (P)Caa2, junior
subordinate shelf of (P)Caa2, preferred stock of Caa3, and
preferred stock shelf of (P)Caa3.  Moody's had previously placed
the ratings on review for possible downgrade.  



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

BANCO DO BRASIL: Loans Increase to BRL200 Billion in May 2008
-------------------------------------------------------------
NoticiasFinancieras reports that Banco do Brasil SA's domestic
and international loans increased 18.7% to BRL200 billion in the
year ended May 2008, compared to 11.6% recorded by other
Brazilian banks in the period.

According to NoticiasFinancieras, Banco do Brasil's credit
portfolio rose 33.5% in the year ended May 2008, compared to the
32.4% increase recorded by the market.

Banco do Brasil SA is Brazil's federal bank and is the largest
in Latin America with some 20 million clients and more than
7,000 points of sale (3,200 branches) in Brazil, and 34 offices
and partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                        *     *     *

On Feb. 29, 2008, Moody's Investors Rating Service assigned a
Ba2 foreign currency deposit rating to Banco do Brasil.


BANCO INDUSTRIAL: To Buy Back 9.42 Mln. Shares by June 27, 2009
---------------------------------------------------------------
Banco Industrial e Comercial S.A. will repurchase about
9.42 million shares by June 27, 2009.

Bloomberg News reports that Banco Industrial's board of
directors authorized the plan to buy back the shares.  The bank
would have to spend some BRL77.7 million on the share
repurchase.

Banco Industrial e Comercial S.A. is headquartered in Sao Paulo,
Brazil, with BRL10,937 million in total assets and
BRL1,630 million in equity as of March 31, 2008.

                            *    *    *

In February 2008, Moody's Investor Service assigned a Ba2
foreign currency deposit rating for Banco Industrial e Comercial
S.A.

As reported in the Troubled Company Reporter-Latin America on
March 1, 2007, Standard & Poor's Ratings Services assigned its
'B+' counter party credit rating to Banco Industrial e Comercial
SA.  S&P said the outlook is stable.


BLOCKBUSTER INC: Withdraws US$1.3BB Proposal to Buy Circuit City
----------------------------------------------------------------
Blockbuster Inc. has decided to withdraw a proposal to acquire
Circuit City Stores Inc. after taking a closer look at the
finances of Circuit City.

As reported in the Troubled Company Reporter on April 15, 2008,
Blockbuster publicly stated its offer to acquire Circuit City
for at least US$6 per share in cash, or roughly US$1.3 billion,
subject to due diligence.

TCR said that the offer was initially made in a letter sent to
Circuit City chairman and chief executive officer Philip
Schoonover on Feb. 17, 2008, on behalf of the Blockbuster board
of directors.

"Based on market conditions and the completion of our initial
due diligence process, we have determined that it is not in the
best interest of Blockbuster's shareholders to proceed with an
acquisition of Circuit City," Jim Keyes, Blockbuster chairman
and CEO, said.  

"We continue to believe in the strategic merits of a consumer
retail proposition that would bring media content and electronic
devices together under one brand," Mr. Keyes added.  "We will
pursue this strategy through our Blockbuster stores as a way to
diversify the business and better serve the entertainment retail
segment."

                      Circuit City Responds

The Wall Street Journal related that Circuit City insisted it
was making progress and that its results would start improving
later this year.

In a press statement, Circuit City reiterated that its
exploration of strategic alternatives to enhance shareholder
value is an active and ongoing process.

"Our exploration of strategic alternatives is intended to serve
the interests of our shareholders by considering every possible
alternative to enhance shareholder value, Mr. Schoonover
commented.  

"The board's review was not dependent on Blockbuster's
participation," Mr. Schoonover related.  "We are diligently
working with the parties involved in the process, and intend to
continue our thorough approach until the point as the board
determines upon a particular strategic course of action.  The
board has not established a deadline for completing the review."

Circuit City does not intend to disclose further developments
unless and until the board has approved a course of action.

Blockbuster's shares jumped 7.6% in July 1 after-hours trading
while Circuit City's shares fell another 1.6% to US$2.51, WSJ
indicated.  During the day, Circuit City's stock dropped 12%,
WSJ added.

                 About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty     
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has
two segments: domestic and international.  

                    About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global       
provider of in-home movie and game entertainment, with over
7,800 stores throughout the Americas, Europe, Asia and
Australia.  The company maintains operations in Brazil, Mexico,
Denmark, Italy, Taiwan, and Australia.

At Jan. 6, 2008, the company's total debt, including capital
lease obligations was US$757.8 million compared with US$984.2
million in Dec. 31, 2006.

                         *     *     *

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s
long-term Issuer Default Rating at 'CCC' and the senior
subordinated notes at 'CC/RR6'.  Fitch's rating outlook is
stable.


BR MALLS: Buys Interests in West Shopping & Center Shopping Rio
---------------------------------------------------------------
BR Malls Participacoes S.A. has acquired 30% ownership interest
of West Shopping and 30% of Center Shopping Rio.

West Shopping is located in the city of Rio de Janeiro, in the
State of Rio de Janeiro, and has 31,034 square meters of total
GLA, 154 stores, 1,100 parking spaces and is visited by
approximately 1,000,000 people per month.  Additionally, the
current mall has an expansion under development that will add
9,882 square meters of GLA to the mall and is scheduled to
inaugurate in 2009.  The current shareholder of the mall is
committed to the total capital disbursement of the expansion and
BR Malls will therefore have no capital expenditure.

Center Shopping Rio is located in the city of Rio de Janeiro, in
the State of Rio de Janeiro, and has 12,700 square meters of
total GLA, 109 stores, 846 parking spaces and is visited by
approximately 600 thousand people per month.

Both West Shopping and Center Shopping Rio have been managed and
leased by BR Malls since 1998 and 2001, respectively.

After the above mentioned acquisitions, BR Malls increased its
total GLA to 985.2 thousand square meters from 941.5 thousand
square meters and its owned GLA to 427.5 thousand square meters
from 414.4 thousand square meters, holding ownership interest in
34 Shopping Malls.

Headquartered in Rio de Janeiro, Brazil, BR Malls is the largest
integrated shopping mall company in Brazil with a portfolio of
34 malls, representing 985.2 thousand square meters in total
Gross Leasable Area (GLA) and 427.5 thousand square meters in
owned GLA.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, 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+'.  S&P's
outlooks are negative.


BRASKEM SA: To Produce Polyolefin With Petroquimica de Venezuela
----------------------------------------------------------------
Frank Esposito at Plastics News reports that Braskem S.A. has
collaborated with Petroquimica de Venezuela, a.k.a. Pequiven, to
produce almost 3.5 billion pounds of new polyolefin by the end
of 2012.

According to Plastics News, the production includes 2.4 billion
pounds of polyethylene and almost one billion pounds of
polypropylene.  Central America and South America will be target
markets for the material, Braskem's Venezuela Business Director
Sergio Thiesen said.

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.


CAIXA ECONOMICA: To Lend BRL52 Million to Cia. de Saneamento
------------------------------------------------------------
NoticiasFinancieras reports that Caixa Economica Federal will
lend Companhia de Saneamento de Minas Gerais some BRL52,320,435
for water supply and sewage works.

According to NoticiasFinancieras, the loan is part of the
Brazilian federal government's Growth Acceleration Program for
the infrastructure sector.

Headquartered in Brasilia, Caixa Economica Federal --
http://www.caixa.gov.br-- is a Brazilian bank and one of the    
largest government-owned financial institutions in Latin
America.  Founded in Jan. 12, 1861, Caixa Economica is the
second biggest Brazilian bank, second only to Banco do Brasil,
and offers services in thousands of Brazilian towns, ranking
third in Brazil in number of branches.  The company has more
than 32 million accounts and controls more than US$170 billion.
It is responsible for executing policies in the areas of housing
and basic sanitation, the administration of social funds and
programs and federal lotteries.

                        *    *    *

In May 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Caixa Economica Federal.


GENERAL MOTORS: June 2008 Dealer Sales in US Drop 8% to 265,937
---------------------------------------------------------------
General Motors Corp. disclosed June sales results, highlighted
by an 8% rise in retail car sales and continued strong
performance in crossovers.  Despite the significant decline of
industry market volume and the limited availability of some of
GM's most popular models, GM dealers in the United States
delivered 265,937 vehicles in June, down 8% (18.5% unadjusted).  
Truck sales declined 6%.

"We're doing all we can to meet customer demand for our popular
crossovers and cars, including increasing overtime or adding
Saturday shifts at the plants where we build the Malibu, Aura,
G6, Enclave, Outlook, Acadia and our full-size vans," Mark
LaNeve, vice president, GM North America Vehicle Sales, Service
and Marketing, said.  "Hybrid demand and availability continues
to build, and we're seeing really positive momentum with the
Chevrolet Tahoe and GMC Yukon 2-mode hybrids.  While the truck
market continues to be impacted by the sudden rise in fuel
prices, our offerings from Chevrolet, GMC and Cadillac continue
to lead their respective segments in fuel economy and that is a
decided advantage for those shopping for those vehicles.  We
expect our market share performance to be very strong compared
with April and May."

Chevrolet Malibu total sales were up 95% with retail sales up
129%, Cobalt sales were up 37% total and 27% retail, HHR was up
39% total and 70% retail, Equinox was up 64% total and 42%
retail, while Suburban and Tahoe were both up in total sales --
13% and 1% respectively.

Pontiac retail sales were up 14% led by G6 up 27%, Vibe up 24%,
G5 and Solstice were up 6% compared with June 2007.

The Saturn division had strong sales in June with Sky total
sales up 62%, Aura up 41% and Vue up 40%. The Astra had sales of
nearly 900 vehicles.

Cadillac had a strong performance with CTS total sales
increasing 31% and a retail increase of 10%, compared with the
same month a year ago.  SRX and STS both had 26% total sales
increases.

GM's popular crossover Buick Enclave, GMC Acadia and Saturn
Outlook together accounted for more than 8,800 vehicle sales in
the month as demand for the vehicles continues to strain
available supply.

GM hybrid vehicles continue to gain in popularity in the
marketplace with 547 hybrid Chevrolet Tahoe and GMC Yukon 2-mode
SUVs delivered.  There were 295 Chevrolet Malibu, 30 Saturn Aura
and 277 Vue hybrids sold in June.  For the month, a total of
1,149 hybrid vehicles were delivered, with 4,376 hybrids sold so
far this year.

"Make no mistake about this ... Asian automakers do not have a
monopoly on fuel efficient vehicles.  We have a full lineup of
vehicles -- including five hybrid models -- that provide
industry-leading value, great fuel economy and the best warranty
coverage of any full-line automaker," Mr. LaNeve added.  "Every
month, more and more customers are choosing our brands when
shopping for a high value, fuel efficient vehicle."

GM has aggressively managed inventories to low levels.  In June,
only about 788,000 vehicles were in stock, down about 267,000
vehicles compared with last June.  The 72 Hour Sale at the end
of June was targeted at the 2008 vehicles left in inventory.
Combined full-size pickup and utility inventory is down about
124,000 vehicles compared with June a year ago.  The sale helped
rebalance inventory to a stronger car mix.  There were about
238,000 cars and 550,000 trucks in inventory at the end of June.  
GM also revised its 2008 industry annual sales forecast to
approximately 15 million total vehicle SAAR, down from the mid-
15 million total vehicle SAAR range estimated earlier this year.  
The continuing impact of higher fuel prices and lack of robust
economic growth led to the revision.

                    Certified Used Vehicles

June 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 41,857
vehicles, down nearly 9% from June 2007.  Year-to-date sales are
256,543 vehicles, down 6% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted June sales of 36,445 vehicles, down 10% from a
strong June 2007 sales performance.  Cadillac Certified Pre-
Owned Vehicles sold 3,270 vehicles, up 5%.  Saturn Certified
Pre-Owned Vehicles sold 1,168 vehicles, down 21%.  Saab
Certified Pre-Owned Vehicles sold 841 vehicles, up 10%, and
HUMMER Certified Pre-Owned Vehicles sold 133 vehicles, up 37%.

"The Cadillac, Saab and HUMMER Certified Pre-Owned Vehicle
programs posted solid sales increases in June, while GM
Certified Used Vehicles continued its sales leadership in the
category," Mr. LaNeve said.  "We expect growing consumer
consideration in coming months for the value and peace-of-mind
assurances that come standard on all certified GM vehicles."

            June and Second-Quarter 2008 Production

In June, GM North America produced 342,000 vehicles (136,000
cars and 206,000 trucks).  This is down 62,000 vehicles or 15%
compared with June 2007 when the region produced 404,000
vehicles (142,000 cars and 262,000 trucks).  (Production totals
include joint venture production of 16,000 vehicles in June 2008
and 21,000 vehicles in June 2007.)  For the second quarter, GM
produced 835,000 vehicles (381,000 cars and 454,000 trucks).  
This is down 307,000 vehicles or 27% compared with the second
quarter 2007 when the region produced 1,142,000 vehicles
(402,000 cars and 740,000 trucks).

The GM North America third-quarter production forecast of
900,000 vehicles (456,000 cars and 444,000 trucks) is down about
12%, compared with a year ago, due to recent production
adjustments that will reduce the number of trucks produced by
about 209,000 and increase the number of cars by about 89,000.  
GM North America built 1.020 million vehicles (367,000 cars and
653,000 trucks) in the third-quarter of 2007.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

General Motors Corporation offers products under the Chevrolet
brand in India through its wholly owned subsidiary, General
Motors India.  GM India has 95 sales points and over 110 service
centers.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America
brought on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate
credit ratings on the three U.S. automakers, General Motors
Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with
negative implications, citing the need to evaluate the financial
damage being inflicted by deteriorating U.S. industry conditions
-- largely as a result of high gasoline prices.  Included in the
CreditWatch placement are the finance units Ford Motor Credit
Co. and DaimlerChrysler Financial Services Americas LLC, as well
as GM's 49%-owned finance affiliate GMAC LLC.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately
affected by the company's announcement that it will cease
production at four North American truck plants over the next two
years.  These closures are in response to the re-energized shift
in consumer demand away from light trucks.  GM previously said
only one shift was being eliminated at each of the four truck
plants.  Production is being increased at plants producing small
and midsize cars, but the cash contribution margin from these
smaller vehicles is far less than that of light trucks.


GENERAL MOTORS: Plastech Customers Up DIP Package to US$99.5MM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson
Controls, Inc., and Chrysler, LLC.  The stipulation amends the
terms of their US$87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second
DIP Credit Agreement.

The Stipulation provides that:

  (a) The US$87,000,000 DIP commitment amount is amended to read
      US$99,500,000.

  (b) To satisfy the obligations of the Major Customers for
      Budgeted Expenses effective as of the Closings, the
      Debtors and the New DIP Lenders will agree on the
      aggregate amount of the items in the Revised Budget the
      payment of which is not due until after the Closings and
      excluding any amounts in the line item detail used to
      determine the Wind-down Budget.  The amount of the Accrued
      Obligations will not exceed the lesser of (x)
      US$22,950,0000, and (y) the amount of availability under
      the Second DIP Credit Agreement immediately prior to the
      Closings.  If the New DIP Lenders and the Debtors cannot
      agree on the amount of the Accrued Obligation, the dispute
      will be brought before the Court on an expedited basis.

  (c) The Accrued Obligations include those amounts in
      the Revised Budget attributed to (i) lease reserve
      pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
      accrued payroll, (iii) property taxes, (iv) plant
      rationalization, (v) professional fee reserve, (vi)
      professional fees, and (vii) management incentive plan.

  (d) The New DIP Lenders will advance the aggregate amount of
      the Accrued Obligations to Debtors after the Closings on
      an as needed basis to fund the applicable expenses,
      without regard to borrowing base availability under the
      Second DIP Credit Agreement.  The advances will only be
      used to pay the Accrued Obligations.

  (e) After the Closings, with the exception of advances made by
      the New DIP Lenders to fund their obligations under the
      Funding Agreement and advances made for payment of the
      Accrued Obligations, the New DIP Lenders will have no
      obligation to make further or additional DIP Loans and
      Debtors will have no right to use cash collateral.

  (f) All advances made by the New DIP Lenders under the Funding
      Agreement will be deemed to be DIP Loans made under the
      Financing Order and the Second DIP Credit Agreement.  

  (g) Except as amended, all terms of the Financing Order and
      Second DIP Credit Agreement remain in full force and
      effect.

                        About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital   
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 Corporate Family
Rating and Probability of Default Rating of Chrysler LLC, but
changed the outlook to negative from stable.  The change in
outlook reflects the increasingly challenging environment faced
by Chrysler as the outlook for US vehicle demand falls, and as
high fuel costs drive US consumers away from light trucks and
SUVs, and toward more fuel efficient vehicles.

Standard & Poor's Ratings Services is placing its corporate
credit ratings on the three U.S. automakers, General Motors
Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with
negative implications, citing the need to evaluate the financial
damage being inflicted by deteriorating U.S. industry
conditions -- largely as a result of high gasoline prices.  
Included in the CreditWatch placement are the finance units Ford
Motor Credit Co. and DaimlerChrysler Financial Services Americas
LLC, as well as GM's 49%-owned finance affiliate GMAC LLC.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.  Plastech maintains more than 35 manufacturing
facilities in the midwestern and southern United States.  The
company's products are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         About Ford Motor

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

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for US$2.3 billion (before US$600
million of pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but
changed the rating outlook to Stable from Negative and raised
the company's Speculative Grade Liquidity rating to SGL-1 from
SGL-3.  Moody's also affirmed Ford Motor Credit Company's B1
senior unsecured rating, and changed the outlook to Stable from
Negative.  These rating actions follow Ford's announcement of
the details of the newly ratified four-year labor agreement with
the United Auto Workers.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

General Motors Corporation offers products under the Chevrolet
brand in India through its wholly owned subsidiary, General
Motors India.  GM India has 95 sales points and over 110 service
centers.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America
brought on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate
credit ratings on the three U.S. automakers, General Motors
Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with
negative implications, citing the need to evaluate the financial
damage being inflicted by deteriorating U.S. industry conditions
-- largely as a result of high gasoline prices.  Included in the
CreditWatch placement are the finance units Ford Motor Credit
Co. and DaimlerChrysler Financial Services Americas LLC, as well
as GM's 49%-owned finance affiliate GMAC LLC.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately
affected by the company's announcement that it will cease
production at four North American truck plants over the next two
years.  These closures are in response to the re-energized shift
in consumer demand away from light trucks.  GM previously said
only one shift was being eliminated at each of the four truck
plants.  Production is being increased at plants producing small
and midsize cars, but the cash contribution margin from these
smaller vehicles is far less than that of light trucks.


NAVISTAR INT'L: Mexican Unit Launches Telecom System With CNR
-------------------------------------------------------------
Navistar International Corp. and Qualcomm have partnered with
Corporacion Nacional del Radiodeterminacion S.A. de C.V., to
offer the OmniTRACS(R) mobile communications system to the
Mexico market via Navistar's Mexican subsidiary, Camiones y
Motores Internacional de Mexico and its dealer network.  An
affiliate of Qualcomm, Corporacion Nacional del
Radiodeterminacion is the exclusive distributor of Qualcomm
mobile information systems in Mexico.

The OmniTRACS system is a satellite mobile information system
that enables transportation companies to:

   -- communicate with drivers;

   -- monitor vehicle location, maintenance and security status;
      and

   -- provide superior customer service.

"Navistar has provided telematics solutions in the U.S. since
2005 with its AWARE (R) telematics solution for truck and bus
fleet operators," Navistar Electronics vice president and
general manager, Daniel Lindberg said.  "Collaborating with CNR,
which has an established network to offer Qualcomm mobile
information systems and services in Mexico, allows us to
confidently offer a high-quality telematics solution to meet the
growing demand among transportation companies and dealers in
Mexico."

The OmniTRACS system enables proactive fleet management by
providing transportation companies the knowledge and tools
needed to help them reduce operating costs and enhance
productivity and security.  Two-way text and data communications
are possible via Qualcomm's in-cab hardware.

Fuel economy and asset utilization are just two of the many
reports available with the OmniTRACS system to help fleet
managers track and budget their costs.  Companies can better
manage equipment maintenance schedules for both time and cost
savings.  Tamper-alert systems, panic alarms and satellite-
tracking capabilities help minimize the risk of loss due to
tampering and theft, and they help facilitate quick recovery by
providing timely location information for law-enforcement
agencies.

Camiones y Motores Internacional de Mexico is now marketing the
OmniTRACS system through its dealers to Mexican trucking
companies.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Mexico,
Brazil, Iceland and India.

                          *     *     *

As reported in the Troubled Company Reporter-Latin Ameria on
June 18, 2008, Standard & Poor's Ratings Services said that its
ratings on Navistar International Corp. (BB-/Negative/--) are
not affected by the company's announcement of a wide-ranging
truck and engine development and distribution alliance with
Caterpillar Inc. (A/Stable/A-1).  Under the proposed alliance,
Navistar plans to produce heavy-duty trucks for severe service
applications, such as road construction or large infrastructure
or energy projects, which will be sold in the U.S. beginning in
2010 under the Caterpillar brand name.  


NAVISTAR INT'L: Likely to Extend Layoffs for 6 Mos., Report Says
----------------------------------------------------------------
Navistar International Corp.'s Indianapolis plant, which
produces diesel engines for Ford Motor Company's large pickups,
is likely to extend layoffs for half a year amid the
announcement of Ford last week that it is making further
reductions to its North American truck production, Bloomberg
News' Alex Lange reports.  The layoffs that started May 23 was
supposed to end on June 30, but anticipated Ford orders were
lower than Navistar's expectations.

IndyStar.Com writer Ted Evanoff relates that Navistar's
temporarily closure of its Indianapolis Eastside diesel engine
plant and displacement of 500 workers will last longer than
speculated.  In May, Ford's falling diesel orders spurred
Navistar's International Truck and Engine plant operations on
the Eastside to cease until the week of July 14.

As reported in the Troubled Company Reporter on March 3, 2008,
Navistar re-filed a lawsuit against Ford for violating a diesel
engine contract in which Ford promised that Navistar would be
Ford's primary manufacturer and supplier of V-6 and V-8 diesel
engines in North America, including diesel engines for Ford's F-
150 pickup trucks.  Navistar originally sued Ford in June 2007
alleging breach of the contract.  Cook County Circuit Court
Judge Dennis Burke dismissed that suit to allow for mediation of
the dispute by a third-party.  Navistar and Ford were unable to
resolve the dispute through mediation, so Navistar now has re-
filed the lawsuit.

According to a filing with the U.S. Securities and Exchange
Commission, Peter Cohen, owner of hedge fund SAC Capital
Advisors LLC disclosed holding a total of 5% interest in
Navistar.

                       About Ford Motor

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

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                  About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Mexico,
Brazil, Iceland and India.

                          *     *     *

As reported in the Troubled Company Reporter-Latin Ameria on
June 18, 2008, Standard & Poor's Ratings Services said that its
ratings on Navistar International Corp. (BB-/Negative/--) are
not affected by the company's announcement of a wide-ranging
truck and engine development and distribution alliance with
Caterpillar Inc. (A/Stable/A-1).  Under the proposed alliance,
Navistar plans to produce heavy-duty trucks for severe service
applications, such as road construction or large infrastructure
or energy projects, which will be sold in the U.S. beginning in
2010 under the Caterpillar brand name.  


SHARPER IMAGE: US Trustee & Card Holders Oppose Claims Bar Date
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
and a putative class of Gift Card Holders of The Sharper Image
Corp. object to a motion by the Debtor to establish Aug. 18,
2008 as Claims Bar Date.

As reported by the Troubled Company Reporter on June 13, 2008,
the Debtor asked the U.S. Bankruptcy Court for the District of
Delaware to establish August 18, 2008, 5:00 p.m., prevailing
Pacific Time, as:

   (i) the deadline for each person or entity to file proofs of
       claim against the Debtor based on prepetition claims,
       including claims asserted by holders of gift cards, gift
       certificates, merchandise certificates, and reward cards
       issued by Sharper Image Corporation; and

  (ii) the last date and time for governmental units to file
       proofs of claim against the Debtor.

               U.S. Trustee & Card Holders Object

(1) U.S. Trustee

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asks the Court to deny the Debtor's motion to establish the
Claims Bar Date.

The U.S. Trustee, in the alternative, asks the Court to compel
the Debtor to file schedules acknowledging the claims based on
gift cards and merchandise credits.  The Gift Card and
Merchandise Credit liabilities are non-contingent, liquidated,
and undisputed liabilities, which the Debtor is obligated to
schedule, regardless of whether it is able to identify the
Card/Credit holders, the U.S. Trustee asserts.  However, the
Debtors did not identify the Card/Credit holders in its
Schedules of Assets and Liabilities.

As of the Petition Date, the Debtor had issued gift cards and
online gift certificates having an aggregate outstanding amount
of US$19,589,253; and merchandise certificates having an
aggregate face value of US$23,005,749.

The Debtor had maintained that it could not ascertain the
identity of the card or credit holders, or whether those cards
or certificates are still in existence, Joseph J. McMahon, Jr.,
Esq., trial attorney for the U.S. Department of Justice,
relates.  However, the Debtor did not obtain authority to
exclude the Card/Credit Claims from its Schedules.

The U.S. Trustee asserts that while the Debtor may not presently
know the identity or location of the person holding the
Cards/Credits, it:

  -- has record of having issued the Cards/Credits;
  -- associates an identification number with each Card/Credit;
  -- tracks the Cards/Credits' outstanding balance; and
  -- can run a report listing the identification number and the
     outstanding balance for each Card/Credit.

If a schedule containing the Gift Card/Merchandise Credit
numbers is filed, then holders receiving notice will be able to
associate their Card/Credit with the appropriate identification
number and dispute the amount outstanding on the Card/Credit as
listed on the Debtor's schedules, the U.S. Trustee tells the
Court.

In addition, the U.S. Trustee says the aggregate amount of the
Debtor's Gift Card and Merchandise Credit liabilities warrant
setting a claims bar date for those liabilities that is later
than the date requested by the Debtor.  The classes of persons
holding Cards and Credits is large, and there is little
prejudice to the Debtor in permitting holders of Cards and
Credits to merely establish the fact that they are, in fact, the
holders of the liability in a situation where the Debtor
acknowledges owing more than US$40,000,000 to those holders, Mr.
McMahon asserts.

Accordingly, the U.S. Trustee proposes that:

  (a) the Debtor will immediately file lists of the Card/Credit
      Claims containing the identification number and
      outstanding balance for each Card/Credit; and identify
      those Claims as non-contingent, unliquidated, and disputed
      claims;

  (b) the Card/Credit Claimholders be given the option of filing
      a proof of claim by September 15, 2008;

  (c) the Court set a status conference to consider a litigation
      schedule for determining the priority associated with the
      Card/Credit Claims at no earlier than 30 days after the
      Bar Date; and

  (d) the Debtor's Schedules listing the Card/Credit Claims and
      the proof of claim form be prominently posted at Kurtzman
      Carson Consultants LLC's Web site.

In addition, the U.S. Trustee notes that at several places in
the proposed form of order and notices, the Debtor seeks the
discharge of late-filed proofs of claim or an injunction against
the assertion of those claims.  The U.S. Trustee suggests that
the Debtor's proposed language should be pared down to track
Rule 3003(c)(2) of the Federal Rule of Bankruptcy Procedure.

The Debtor proposes that the failure to file a claim by the bar
date will enjoin the assertion of the claim.  However,
Mr. McMahon contends that Chapter 7 of the Bankruptcy Code
provides that late-filed claims have a certain priority in the
distribution scheme.  If the Debtor's Chapter 11 case were to
convert to a case under Chapter 7, the relief sought by the
Debtor would deprive late-filing claimants of their place in the
priority scheme.

(2) Card Holders

Frederic B. Prohov, on behalf of himself and a putative class of
Gift Card Holders, opposes the Bar Date Motion to the extent the
Motion renders moot his lift stay request or any motion for
class certification.

Specifically, Mr. Prohov objects to Bar Date Motion since it
adjudicates the Gift Card Claims through the claims resolution
process rather than through a class process.  He notes that the
Bar Date Motion provides that the Court will determine the
rights of Gift Card Claims "at a later time."  He complains that
the Debtor does not necessarily intend to treat those Claims as
priority claims, a fact favoring class certification.

Moreover, Mr. Prohov complains that the Bar Date Notice does not
provide sufficient notice to Gift Card Claimholders, and asks
that they should receive a separate and "highly conspicuous
notice in plain English," specifically addressing Gift Card
Claims.

                      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: Asks Authority to Hire Real Estate Consultant
------------------------------------------------------------
The Sharper Image Corp. seeks the authority of the U.S.
Bankruptcy Court for the District of Delaware to employ a joint
venture composed of DJM Asset Management, LLC, and Hilco Real
Estate, LLC, as its exclusive real estate consultant, nunc pro
tunc to June 16, 2008.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, relates that the Debtor has
determined that it requires the assistance of an experienced
real estate consultant in addressing a variety of real estate
issues in connection with the termination or assumption and
assignment of its non-residential real property leases, as well
as the disposition of its owned property.

The Debtor selected the joint venture of DJM and Hilco for their
extensive experience in the field of retail real estate and
their familiarity with the needs of distressed companies, Mr.
Kortanek tells the Court.

As the Debtor's real estate consultant, the Joint Venture will:

  (a) meet with the Debtor's representatives to ascertain the
      company's goals, objectives, and financial parameters;

  (b) negotiate the termination, assumption and assignment, and
      other disposition of the leases and owned property;

  (c) negotiate the waivers and reductions of prepetition cure
      amounts, as well as claims arising in connection with
      Section 502(b)(6) of the Bankruptcy Code;

  (d) assist the Debtor at an auction for the leases and owned
      property, as needed; and

  (e) report periodically to the Debtor's representatives on
      the status of the negotiations.

According to Mr. Kortanek, the Joint Venture will be compensated
on a per-transaction basis and will follow a percentage-based
fee structure, pursuant to a real estate consulting and advisory
services agreement between the Debtor and the Joint Venture
dated June 13, 2008.

Given the transactional nature of the Joint Venture's engagement
and the percentage-based fee structure, the Debtor asks the
Court to waive the requirement to file periodic fee applications
under Rule 2016 of the Federal Rules of Bankruptcy Procedure and
Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedures of the U.S. Bankruptcy Court for the District of
Delaware.  However, the Joint Venture will file a summary final
fee application detailing the total costs incurred.

Andrew P. Graiser, co-president and chief executive officer of
DJM, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy
Code.

                      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)


UAL CORP: Issues 8 Million Shares Under 2008 Incentive Plan
-----------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated June 19, 2008, UAL Corporation
registered 8,000,000 shares of the company's common stock, par
value US$.01 per share, to be issued pursuant to, or reserved
for issuance under, the UAL Corporation 2008 Incentive
Compensation Plan.  

UAL proposes to offer the stock at a maximum offering per share
of US$6.76, for a proposed maximum aggregate offering price of
US$54,080,000.

Pursuant to Rule 416 under the Securities Act of 1933, UAL's
Registration Statement will cover any additional shares of
common stock which become issuable under the Incentive Plan by
reason of any stock dividend, stock-split, recapitalization or
other similar transaction effected without the receipt of
consideration which results in an increase in the number of
outstanding shares of common stock.  

Furthermore, UAL reported that the US$6.76-maximum offering
price was based on the average of the high and low prices of its
common stock reported on The NASDAQ Market on June 16, 2008.

UAL's restated certificate of incorporation provides that no
director will be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty
as director, except for liability for:

  (i) any breach of the director's duty of loyalty to the
      Company or its stockholders;

(ii) for acts or omissions not in good faith or which involve
      intentional misconduct or knowing violation of the law;

(iii) under Section 174 of the Delaware General Corporation Law;
      or

(iv) for any transaction from which a director derived an
      improper personal benefit

The validity of the UAL common stock, US$.01 par value per
share, offered by UAL has been passed upon by Paul R. Lovejoy,
Esq., senior vice president, general counsel and secretary of
the company.  As of June 19, Mr. Lovejoy beneficially owned
172,614 shares of common stock.

A full-text copy of UAL's Registration Statement is available
for free at the SEC http://ResearchArchives.com/t/s?2ef5

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 158; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 3, 2008, Fitch Ratings has affirmed the Issuer Default
Ratings of UAL Corp. and its principal operating subsidiary
United Airlines Inc. at B-.


UAL CORP: Signs Framework Deal with Continental Airlines
--------------------------------------------------------
Continental Airlines Inc. and United Airlines Inc., a wholly
owned subsidiary of UAL Corporation, entered into a framework
agreement to cooperate extensively, linking their networks and
services worldwide to the benefit of customers, and creating
revenue opportunities and cost savings and other efficiencies.  
In addition, Continental plans to join United in the Star
Alliance, the most comprehensive airline alliance in the
world.

"Continental's plan to partner with United and join the Star
Alliance will provide substantial new opportunities for all of
our customers," said Larry Kellner, chairman and CEO of
Continental.  "In a network business, there is significant value
gained from linking with larger networks to provide truly
national coverage and expanded global reach, and exploring new
ways to reduce costs and improve efficiencies.  As we experience
some of the most challenging conditions airlines have ever
faced, we look forward to the benefits of a new relationship
with United and the other Star Alliance members."

Larry Kellner, chairman and CEO of Continental, and Glenn
Tilton, chairman, president and CEO of United, met at United's
headquarters in Chicago to sign a framework agreement outlining
the systemwide alliance and cooperation principles between their
carriers.

Teams from the two organizations worked intensively over the
last several weeks exploring creative solutions for how the two
companies could achieve efficiencies and synergies that expand
beyond the well-established benefits of codesharing.  Their work
focused on plans for significant cooperation on frequent flier
programs, lounges, facility utilization, information technology
and procurement.  This work was assisted by the efficiency
opportunities identified and relationships developed during the
parties' earlier merger discussions.

"The teams worked well together to identify opportunities to
create a unique and competitive partnership extending well
beyond a traditional code share agreement," said Glenn Tilton,
chairman, president and CEO of United.  "On behalf of the Star
Alliance, I am very pleased to invite Continental to join as a
member.  Continental will bring significant new assets to our
global alliance, and our two companies will work together
effectively with our partners to provide the best overall
network in America and the world."

              Antitrust Immunized Joint Ventures

Through this new partnership, Continental and United plan to
establish joint ventures allowing them to cooperate with each
other and with other Star Alliance airlines in international
regions and compete more effectively in an increasingly global
air travel market.

Initially, Continental will request the U.S. Department of
Transportation (DOT) to allow it to join United -- along with
Lufthansa, Air Canada and six other carriers -- in their already
established antitrust immunized alliance.  This will enable
Continental, United, Lufthansa, Air Canada and other immunized
Star Alliance carriers to work closely together as other
antitrust immunized alliances do, and to establish trans-
Atlantic and other international joint ventures so they can
deliver highly competitive flight schedules, fares and service.  
The planned trans-Atlantic joint venture, in which Continental,
United, Lufthansa and Air Canada will pool revenue, will permit
the carriers to compete more effectively with the proposed joint
venture involving certain SkyTeam members that was recently
granted antitrust immunity.  The trans-Atlantic joint venture
will combine the strength of the carriers to create a more
efficient and comprehensive trans-Atlantic network for the
carriers' customers.

Joint ventures are also planned for the Latin America and
Asia/Pacific regions, involving Continental, United and other
members of the Star Alliance.  Both antitrust immunity and code-
sharing are subject to receipt of approvals from applicable
national authorities.

Domestic Codesharing and Frequent Flier/Lounge Reciprocity
Continental's and United's route networks are highly
complementary, with little overlap, so they add value to each
other and to customers who are planning domestic and
international itineraries.

In the United States domestic market, where antitrust immunity
for solely domestic travel would not apply, the two airlines
plan to begin broad code-sharing, which facilitates the creation
of itineraries using both carriers, as well as frequent flier
program, elite customer recognition and airport lounge
reciprocity.  These cooperative activities are subject to
regulatory notice to applicable authorities and Continental
exiting certain of its current alliance relationships. Under
code-sharing, customers will benefit from a coordinated process
for reservations/ticketing, check-in, flight connections and
baggage transfer.

Frequent flier reciprocity will allow members of Continental's
OnePass program and United's Mileage Plus program to earn miles
in their accounts when flying on either partner airline and
redeem awards on both carriers.  Travel on either carrier will
count toward elite customer recognition.  Similarly, each
carrier's customers will have access to both Continental's
Presidents Club network and United's Red Carpet Club network of
airport lounges.

              Continental Joining Star Alliance

Continental's plans to join the Star Alliance and the other
planned cooperation are subject to receipt of certain regulatory
and other approvals and the termination of certain contractual
relationships, including Continental's existing agreements with
SkyTeam members that restrict its participation in another
global alliance.  Continental intends to terminate its existing
agreements with SkyTeam members and obtain the necessary
approvals to enter the Star Alliance, although Continental may
not be successful, and the time period for doing so may be out
of Continental's control.  For example, a principal contractual
restriction will not terminate until nine months after the
closing of the proposed Delta/Northwest merger.  Continental
intends to transition out of SkyTeam and into the Star Alliance
in a customer friendly manner.

Joining the Star Alliance will connect Continental with United
and 19 other airlines around the world.  Within Star, frequent
fliers enjoy reciprocity with respect to both mileage accrual
and redemption among the member airlines.  The airlines also
reciprocally recognize elite status, and provide access to the
worldwide network of lounges operated by the Star Alliance
airlines.

                    About the Star Alliance

The Star Alliance network was established in 1997 as the first
truly global airline alliance to offer customers worldwide reach
and a smooth travel experience.  Star Alliance received the Air
Transport World Market Leadership Award in 2008 and was voted
Best Airline Alliance by Business Traveller Magazine in 2003,
2006 and 2007 and by Skytrax in 2003, 2005 and 2007.  The
members are Air Canada, Air China, Air New Zealand, ANA, Asiana
Airlines, Austrian, bmi, LOT Polish Airlines, Lufthansa,
Scandinavian Airlines, Shanghai Airlines, Singapore Airlines,
South African Airways, Spanair, SWISS, TAP Portugal, Turkish
Airlines, THAI, United and US Airways.  Regional member carriers
Adria Airways (Slovenia), Blue1 (Finland) and Croatia Airlines
enhance the global network.  Air India and EgyptAir have been
accepted as future members.  Overall, the Star Alliance network
offers nearly 18,000 daily flights to 965 destinations in 162
countries.
         
                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/        
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, Europe and
Asia, serving 144 domestic and 139 international destinations.  
More than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                         *     *     *

The Troubled Company Reporter said May 21, 2008, that Moody's
Investors Service affirmed the B2 Corporate Family Rating of
Continental Airlines, Inc. as well as the ratings of its
outstanding corporate debt instruments and selected classes of
Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2.  The outlook has been changed to negative from stable.

As reported by the Troubled Company Reporter on April 22, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets
on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 158; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 3, 2008, Fitch Ratings has affirmed the Issuer Default
Ratings of UAL Corp. and its principal operating subsidiary
United Airlines Inc. at B-.


UNIAO DE BANCOS: Net Income Increases to BRL741MM in 1st Quarter
----------------------------------------------------------------
Net income of Uniao de Bancos Brasileiros S.A., a.k.a. Unibanco,  
has increased 27.5% to BRL741 million in the first quarter 2008,
compared to the same quarter last year.

Unibanco's operating income rose 21.3% to BRL1,133 million in
the first quarter 2008, from the first quarter 2007.  Annualized
return on average equity totaled 27.0%.

Unibanco's total assets grew 35.6% to BRL156.2 billion in the
first quarter 2008, compared to the same quarter in 2007.  This
evolution is explained mainly by the BRL19.2 billion increase in
total loans, mostly in payroll loans, auto loans, credit cards
and Small and Medium Enterprises (SME) portfolio.

Unibanco's total loans increased 40.7%, higher than the
Brazilian Financial System (31.1%).  Retail portfolio increased
49.0% in 12 months, with highlight for growth in auto loans,
94.6%, SME, 49.6%, own portfolio of payroll loans, 42.8%,
and credit cards, 39.2%.  Wholesale portfolio grew 29.3% in
the last 12 months, as a result of the increasing demand from
companies in this sector for funds in the Brazilian market,
mainly due to the lower liquidity in the international market.

Unibanco's risk management policy, along with the increase in
lower risk portfolios, has provided a continuous asset quality
improvement, reflected in the decreasing ratio of non
performing loans (credits overdue by 60 days or longer that do
not accrue interests) over total loans.

The financial margin before provision for loan losses rose 18.0%
to BRL2,840 million in the first quarter 2008, from the same
period last year, and surpassing the amount in the fourth
quarter 2007.  This evolution is mostly explained by a higher
credit volume.

Unibanco's total personnel and administrative expenses
posted a 3.4% decrease in the first quarter 2008 from the fourth
quarter 2007, mainly due to the seasonal effects in the period.  
Considering companies under Unibanco's direct management,
personnel and administrative expenses increased 7.5% when
compared to the first quarter 2007, largely due to the Retail
business expansion, and the wage increase.  As a consequence of
operational efficiency management, the efficiency ratio reached
45.3% in the first quarter 2008 vis-a-vis 48.6% verified in
first quarter 2007, a 330 b.p. improvement.  In the same period,
the cost to average assets ratio also favorably decreased from
5.0% to 3.8%.

Unibanco's market capitalization, based on the Unit closing
quotation of BRL25.12, on May 7, 2008, is BRL35.1 billion.

Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial      
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil.  The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management.  Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service.  It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking.  The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York
-- Unibanco Securities Inc.

                          *     *     *

In April 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Uniao de Bancos Brasileiros SA.


USINAS SIDERURGICAS: Acquires Port Area in Rio de Janeiro
---------------------------------------------------------
Usinas Siderurgicas de Minas Gerais S.A., a.k.a. Usiminas, has
acquired a property of 850 thousand square meters in Baia de
Sepetiba, a port area in the Rio de Janeiro state, after the
bankrupt estate auction of Cia. Mercantil e Industrial Inga.

Usiminas will build a terminal on the property for shipping its
products, among which is iron ore.  It is estimated that this
terminal will begin operating in 2012 at the same time as
Usiminas' iron ore and steel product expansion plan.  The
company will use its associated company MRS' logistics
infrastructure for transporting its products to the terminal.

Usiminas will address environmental issues related to the
property, aiming to turn the area into an environmental
management benchmark.  The company underscores its commitment
with the region's economic and social development under the same
sustainable development approach as in other regions in which it
operates.

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais S.A. -- http://www.usiminas.com.br-- is among the         
world's 20 largest steel manufacturing complexes, with a
production capacity of approximately 10 million tons of steel.  
Usiminas System companies produces galvanized and non-coated
flat steel products for the automotive, small and large diameter
pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries.  Brazil consumes 80%
of its products and the company's largest export markets are the
US and Latin America.  The company also sells in China and
Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de Minas
Gerais S.A. (aka Usiminas).  Net proceeds from the debentures
issuance will be used to partially fund the company's capex
program.  Moody's said the rating outlook is stable.



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

GRAND ISLAND: Shareholders Decide to Place Firm Into Liquidation
----------------------------------------------------------------
Grand Island Commodity Trading Fund I's shareholders have
decided to place the firm into voluntary liquidation, according
to the Cayman Islands Monetary Authority.

Grand Island's shareholders decided the firm's liquidation after
the discovery of irregularities in the fund's trading
activities.

The shareholders named David Walker and Nick Freeland of
PricewaterhouseCoopers as joint voluntary liquidators during an
extraordinary general meeting on June 17.   Messrs. Walker and
Freeland said they will be applying to the Grand Court of the
Cayman Islands for the liquidation to be supervised by the
court.  By doing so, the liquidators will have greater powers
and the ability to be recognized by and gain assistance from
foreign courts.  They would also impose a moratorium on claims
by third parties.  

The Cayman Islands Monetary Authority expects that Grand Island
be placed under the supervision of the court as soon as
possible.  The monetary authority continues to conduct a probe
into the matter.  It will collaborate with the court and the
liquidators for the proper winding up of the fund.

Inquiries regarding the fund and the liquidation should be
directed to the joint voluntary liquidators:

                  David Walker and Nick Freeland
                  c/o Julia Yates
                  PricewaterhouseCoopers
                  P.O. Box 258, Strathvale House
                  90 North Church Street
                  Grand Cayman KY1-1104, Cayman Islands
                  Phone: (345) 949-7000


GRAND ISLAND COMMODITY: Placed Into Voluntary Liquidation
---------------------------------------------------------
Grand Island Commodity Trading Fund II's shareholders have
decided to place the firm into voluntary liquidation, according
to the Cayman Islands Monetary Authority.

Grand Island's shareholders decided the firm's liquidation after
the discovery of irregularities in the fund's trading
activities.

The shareholders named David Walker and Nick Freeland of
PricewaterhouseCoopers as joint voluntary liquidators during an
extraordinary general meeting on June 17.   Messrs. Walker and
Freeland said they will be applying to the Grand Court of the
Cayman Islands for the liquidation to be supervised by the
court.  By doing so, the liquidators will have greater powers
and the ability to be recognized by and gain assistance from
foreign courts.  They would also impose a moratorium on claims
by third parties.  

The Cayman Islands Monetary Authority expects that Grand Island
be placed under the supervision of the court as soon as
possible.  The monetary authority continues to conduct a probe
into the matter.  It will collaborate with the court and the
liquidators for the proper winding up of the fund.

Inquiries regarding the fund and the liquidation should be
directed to the joint voluntary liquidators:

                  David Walker and Nick Freeland
                  c/o Julia Yates
                  PricewaterhouseCoopers
                  P.O. Box 258, Strathvale House
                  90 North Church Street
                  Grand Cayman KY1-1104, Cayman Islands
                  Phone: (345) 949-7000


GRAND ISLAND INCOME: Placed Into Voluntary Liquidation
------------------------------------------------------
Grand Island Income Fund's shareholders have decided to place
the firm into voluntary liquidation, according to the Cayman
Islands Monetary Authority.

Grand Island's shareholders decided the firm's liquidation after
the discovery of irregularities in the fund's trading
activities.

The shareholders named David Walker and Nick Freeland of
PricewaterhouseCoopers as joint voluntary liquidators during an
extraordinary general meeting on June 17.   Messrs. Walker and
Freeland said they will be applying to the Grand Court of the
Cayman Islands for the liquidation to be supervised by the
court.  By doing so, the liquidators will have greater powers
and the ability to be recognized by and gain assistance from
foreign courts.  They would also impose a moratorium on claims
by third parties.  

The Cayman Islands Monetary Authority expects that Grand Island
be placed under the supervision of the court as soon as
possible.  The monetary authority continues to conduct a probe
into the matter.  It will collaborate with the court and the
liquidators for the proper winding up of the fund.

Inquiries regarding the fund and the liquidation should be
directed to the joint voluntary liquidators:

                  David Walker and Nick Freeland
                  c/o Julia Yates
                  PricewaterhouseCoopers
                  P.O. Box 258, Strathvale House
                  90 North Church Street
                  Grand Cayman KY1-1104, Cayman Islands
                  Phone: (345) 949-7000


GRAND ISLAND MASTER: Placed Into Voluntary Liquidation
------------------------------------------------------
Grand Island Master Fund's shareholders have decided to place
the firm into voluntary liquidation, according to the Cayman
Islands Monetary Authority.

Grand Island's shareholders decided the firm's liquidation after
the discovery of irregularities in the fund's trading
activities.

The shareholders named David Walker and Nick Freeland of
PricewaterhouseCoopers as joint voluntary liquidators during an
extraordinary general meeting on June 17.   Messrs. Walker and
Freeland said they will be applying to the Grand Court of the
Cayman Islands for the liquidation to be supervised by the
court.  By doing so, the liquidators will have greater powers
and the ability to be recognized by and gain assistance from
foreign courts.  They would also impose a moratorium on claims
by third parties.  

The Cayman Islands Monetary Authority expects that Grand Island
be placed under the supervision of the court as soon as
possible.  The monetary authority continues to conduct a probe
into the matter.  It will collaborate with the court and the
liquidators for the proper winding up of the fund.

Inquiries regarding the fund and the liquidation should be
directed to the joint voluntary liquidators:

                  David Walker and Nick Freeland
                  c/o Julia Yates
                  PricewaterhouseCoopers
                  P.O. Box 258, Strathvale House
                  90 North Church Street
                  Grand Cayman KY1-1104, Cayman Islands
                  Phone: (345) 949-7000


MAISTRALIA KASTEL: Proofs of Claim Filing Deadline Is July 8
------------------------------------------------------------
Maistralia Kastel Ltd.'s creditors have until July 8, 2008, to
prove their claims to MBT Trustees Ltd., 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.

Maistralia Kastel's shareholder decided on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


MAISTRALIA KASTEL: Holds Final Shareholders Meeting on July 8
-------------------------------------------------------------
Maistralia Kastel Ltd. will hold its final shareholders meeting
on July 8, 2008, at 12:00 noon, at the offices of MBT
Trustees Ltd, 3rd Floor, Piccadilly Center, Elgin Avenue George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Maistralia Kastel's shareholder agreed on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


ROARING INTERNATIONAL: Claims Filing Deadline Is Until July 8
-------------------------------------------------------------
Roaring International Consolidated Ltd.'s creditors have until
July 8, 2008, to prove their claims to MBT Trustees Ltd., 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.

Roaring International's shareholder decided on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


ROARING INTERNATIONAL: Final Shareholders Meeting Is on July 8
--------------------------------------------------------------
Roaring International Consolidated Ltd. will hold its final
shareholders meeting on July 8, 2008, at 12:00 noon, at the
offices of MBT Trustees Ltd, 3rd Floor, Piccadilly Center, Elgin
Avenue George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Roaring International's shareholder agreed on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


SWABIAN INVESTMENT: Deadline for Claims Filing Is July 8
--------------------------------------------------------
Swabian Investment Ltd.'s creditors have until July 8, 2008, to
prove their claims to MBT Trustees Ltd., 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.

Swabian Investment's shareholder decided on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


SWABIAN INVESTMENT: Sets Final Shareholders Meeting on July 8
-------------------------------------------------------------
Swabian Investment Ltd. will hold its final shareholders meeting
on July 8, 2008, at 12:00 noon, at the offices of MBT Trustees
Ltd, 3rd Floor, Piccadilly Center, Elgin Avenue George Town,
Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Swabian Investment's shareholder agreed on April 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman,
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4



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

ECOPETROL SA: Bolsa Reaffirms Buy Rating on Firm's Shares
---------------------------------------------------------
Bloomberg News reports that Colombian brokerage Bolsa y Renta
has reaffirmed its "buy" recommendation on Ecopetrol SA's
shares.

Ecopetrol stock rose 2.4% to COP2,615 as of June 27, 2008, and
may rise to COP3,000 year-end, Bloomberg relates, citing
analysts including Mauricio Restrepo Del Toro.

The analysts said that Ecopetrol may pay a dividend of COP225
per share in 2009, Bloomberg states.

Ecopetrol S.A. is an integrated-oil company that is wholly owned
by the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.  Ecopetrol
produced 385,000 barrels a day of oil and gas in 2006 and has
330,000 barrels a day of refining capacity, according to the
company's Web site.  In 2005 it produced about 60 percent of
Colombia 's daily output.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Fitch Ratings affirmed Ecopetrol S.A. 's foreign
and currency issuer default rating at 'BB+'.


POLYONE CORP: Fitch Simultaneously Affirms and Withdraws Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings on PolyOne Corporation.  Fitch will no longer provide
analytical coverage on PolyOne.

Ratings affirmed and withdrawn:
-- Long-term Issuer Default Rating 'BB-';
-- Senior unsecured notes/debentures 'BB-';
-- Rating Outlook Stable.

Headquartered in Ohio, PolyOne Corporation (NYSE: POL)
-- http://www.polyone.com/-- provides of specialized polymer     
materials, services and solutions.   The company maintains
operations in China, Colombia, Thailand and Singapore.



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

AIR JAMAICA: Will Retain Three Board Members
--------------------------------------------
Radio Jamaica reports that three board members will remain at
Air Jamaica, after Don Wehby, Minister without portfolio in the
Ministry of Finance, asked the airline's board members last week
to hand in their resignations.

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, Air Jamaica's Executive Director Shirley Williams
said that the airline will have a new board this month.  Ms.
Williams confirmed that Jamaican officials dismissed most of
the 14-member board.     

Radio Jamaica relates that Ms. Wiliams will remain in the
airline's board along with two other members.  She will
reportedly have limited powers in Air Jamaica.  Sagicor's
President and former National Water Commission chairperson
Richard Byles will also stay in the airline's board.  The
decision was made at a meeting on Friday where members of the
former board met with Senator Wehby.  

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: No Change in Wage Package for Workers, Unions Say
--------------------------------------------------------------
Unions are positive that there won't be any change in the wage
package offered to Air Jamaica's workers, Radio Jamaica reports.

Radio Jamaica relates that some workers accepted Air Jamaica's
14% wage increase offer last week.

Talks with the Air Jamaica management will continue to finalize
the agreements, Radio Jamaica says, citing the National Workers'
Union's Senior Negotiating Officer Granville Valentine.  Mr.
Valentine commented, "We got a letter from the management on
Friday stating that the offer on the table goes up until June 30
but they said they couldn't guarantee the position thereafter.  
We're not expecting that whether or not new management is
installed that they will remove the offer because that won't go
down well as there would be serious confrontations at Air
Jamaica."

According to Radio Jamaica, talks relating to maintenance
workers at Air Jamaica are yet to be finalized.  The airline's
maintenance workers have refused the offer.  They are asking for
a 14% increase in year one alone.

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.


NATIONAL COMM: Fitch Holds B+ Foreign & Local Currency IDRs
-----------------------------------------------------------
Fitch Ratings has affirmed these ratings of National Commercial
Bank Jamaica Limited:

  -- Long-term foreign and local currency Issuer Default Ratings
     at 'B+';

  -- Short-term foreign and local currency IDRs at 'B';

  -- Individual at 'D';

  -- Support at 4;

  -- Support Floor at 'B'.

The outlook on the bank's ratings is Stable and in line with its
view of the sovereign's creditworthiness.  Future rating
movement will be highly contingent upon a change in this view,
given the bank's sizeable sovereign exposure.  Improvements in
the individual rating will be contingent upon further
diversification of the bank's balance sheet while sustaining
current profitability, asset quality and capital levels.  
National Commercial ratings reflect its strong domestic
franchise, adequate profitability, good asset quality and
capital levels.  The company's high exposure to sovereign and
large corporate loans, as well as the negative effects of a
volatile operating environment, limits the bank's ratings.

The loan portfolio is still limited in terms of size and
diversification, which reflects the state of the local economy:
highly dependent of the Jamaican government and a small private
sector resulting in significant asset concentrations and income.   
At year-end September 2007, total government exposure
represented 64% of total assets and 5.0 times equity.  Despite
its recent decrease, this exposure is still high and remains as
a concern for Fitch Ratings given Jamaica's local and foreign
currency ratings of 'B+'.  The company has been very successful
at expanding their share of consumer loans in order to improve
loan diversification while asset quality ratios remain sound.  
At year-end September 2007, the ratio of nonperforming loans to
total loans decreased to 2.6%, also benefited by a larger loan
portfolio.  Loan loss reserves remain adequate at 3.8% of total
loans.

Adequate cost control techniques, low provision needs and higher
income diversification have compensated narrower spreads and
benefited the company's profitability ratios.  Operating profits
have improved and sustained adequate internal equity generation.  
During the last three fiscal years, the bank's return on average
assets ratio has improved to 2.8% from around 2% while the
equity-to-assets ratio increased to 11.2% from 9.8%.

National Commercial Bank Jamaica Ltd. is the largest bank in the
system in terms of assets 38.5% at year-end September 2007.  In
2002, the Jamaican government sold a majority stake in the bank
to Advantage Investment Corporation, one of Canada's largest
privately held mutual fund management companies.

Headquartered in Kingston, Jamaica, the National Commercial Bank
Jamaica Limited  -- http://www.jncb.com/-- provides commercial                 
and retail banking, wealth management services.  The company's
services include personal banking, business banking, mortgage
loans, wealth management and insurance services.  Founded in
1977, the bank primarily operates in West Indies and the U.K.


SUGAR COMPANY: New Firm Will Manage Factories Sold to Infinity
--------------------------------------------------------------
Radio Jamaica reports that a new company will be formed to
manage the sugar factories that Sugar Company of Jamaica Limited  
will sell to Brazil's Infinity Bio-Energy Limited.

According to published reports outside Brazil, the new firm will
be called Newco Limited.

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, the Sugar Company will surrender ownership of its
sugar factories to Infinity Bio-Energy.  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.

Radio Jamaica relates that the divestment of the Sugar Company's
factories will be completed by Sept. 30.              

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: Fitch Chips Issuer Default & Debt Ratings to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of American Axle & Manufacturing, Inc.
to 'BB-' from 'BB'.  The Rating Outlook is Negative.

The downgrade reflects American Axle's reliance on sales and
production of General Motors' large pickup and SUV platforms,
and the deterioration in American Axle's operating performance
that will result from the steep decline in production volumes of
these vehicles.  Although AAM has shown steady progress in
diversifying its products and customers away from GM's North
American operations, the concentration in GM's large SUV and
pickup remains very high, and will severely affect revenues over
the near term.  Rising commodity costs will also continue to
pressure margins over the near term.

American Axle has materially improved its near-term cost
structure through its recent labor agreement with the UAW, in
terms of flexibility and all-in wage and benefit costs.  
However, the agreement will require financing of employee
buyouts (to be paid in part by GM) that will reduce American
Axle's cash portfolio, and which will therefore require external
borrowings to finance operating losses and working capital
requirements.  The cost reductions are expected to be fully
implemented by the second quarter-2009.

American Axle's liquidity remains healthy, with cash and
securities of US$315 million at the end of the first quarter and
unused revolving credit capacity of US$572 million.  American
Axle has no material note maturities until 2012, with the bank
agreement maturing in 2010.  American Axle also remains rare
among non-investment grade auto suppliers in having its
revolving credit on an unsecured basis, indicating that the
company likely retains access to external financing. Covenant
compliance could be tight in late 2008.

Fitch expects that negative operating cash flow, plus the costs
of financing its buyout program, will result in cash drains into
2009, until the full benefits of the recent UAW agreement are
realized.  Capital expenditures have been reduced following
major product introductions, alleviating cash drains caused by
current market conditions.  Fitch believes that although weak
economic conditions have played a primary role in the steep
decline in pickup sales, a portion of this market has
permanently shifted to more fuel efficient vehicles.  Therefore,
the timing and extent of an eventual rebound remains uncertain.  
Over the longer-term, American Axle is well positioned to
capitalize on its new contract wins, manufacturing quality,
expanded product lineup, and competitive cost structure.

Fitch has taken these rating actions:

American Axle & Manufacturing Holdings, Inc.

-- IDR to 'BB-' from 'BB'.

American Axle & Manufacturing, Inc.

-- IDR to 'BB-' from 'BB';
-- Senior unsecured notes to 'BB-' from 'BB';
-- Senior unsecured credit facility to 'BB-' from 'BB'.

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.


ASARCO LLC: Court Permits Grupo Mexico to Submit Plan for Firm
---------------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas permitted Grupo Mexico S.A. de C.V. to submit
a plan of reorganization for its bankrupt subsidiary, ASARCO
LLC, The Wall Street Journal reports.  Grupo Mexico, which owns
100% of ASARCO's equity, proposes to pay all of ASARCO's
creditors in full.

Grupo Mexico's plan, which, according to Dow Jones Newswires,
will put up US$2,700,000,000 in ASARCO, will compete with
ASARCO's plans to sell itself to Vedanta Resources Plc's
subsidiary, Sterlite Industries Ltd.  Sterlite, in May this
year, offered US$2,600,000,000 to purchase substantially all of
ASARCO's assets.  

"Grupo Mexico lost control of ASARCO in December 2005 when the
U.S. Bankruptcy Court set up a board of three, giving Grupo
Mexico only one seat," Bloomberg News relates.  "Grupo Mexico
made several unsuccessful attempts at regaining either complete
or partial control."

Throughout its chapter 11 case, ASARCO has resisted Grupo
Mexico's efforts to regain control, Joel Millman of the Journal
writes.  Asarco believes it was forced into bankruptcy in an
attempt by Grupo Mexico to avoid paying the firm's environmental
liabilities resulting from its mining activities, he adds.

Grupo Mexico asserts its competing chapter 11 plan, which it
intends to file by the end of September, would satisfy ASARCO's
many creditors.  ASARCO said it will file its own reorganization
plan by August 1.  

ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., in
Houston, Texas, acknowleged that Grupo Mexico's offer could be
higher than Vedanta but warned that the offer does not include a
deal with ASARCO's labor union or resolve ASARCO's environmental
liabilities, the Journal relates.

Various reports also point out that a US$52 million breakup fee
will be payable to Sterlite if someone else like Grupo Mexico
ends up acquiring ASARCO.

The U.S. Bankruptcy Court's final ruling on which reorganization
proposal prevails reportedly will come before the end of the
year.

                         About ASARCO

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

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

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

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

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


CHRYSLER: Reports Volume-Related Reductions in Assembly Plants
--------------------------------------------------------------
The auto industry is going through a period of unprecedented
change.  A dramatic U.S. economic slowdown and an auto industry
contraction leaves Chrysler LLC -- like other automakers -- to
face difficult issues and decisions.  In order to meet those
market challenges, the company is announcing that it will make
volume-related manufacturing reductions at two of its North
American assembly plants.

  * Chrysler will indefinitely idle the St. Louis South Assembly
    Plant effective Oct. 31, 2008, due to volume declines in the
    total minivan vehicle segment.

  * Chrysler will also reduce operations at its St. Louis North
    Assembly Plant from two shifts to one shift, effective
    Sept. 2, 2008. St. Louis North builds full-size trucks.

  * These measures will lead to a reduction of approximately
    2,400 hourly jobs (1,500 at St. Louis South, 900 at St.
    Louis North).

  * Chrysler is committed to working with the UAW to address the
    manpower reductions in a socially responsible manner.

As we have done in the past, the UAW and management leadership
will hold employee meetings to review the special program
offerings at affected locations.

Chrysler remains committed to the Dodge Ram truck and Chrysler
Town & Country and Dodge Grand Caravan minivan markets.

"The Chrysler and Dodge minivans have held a leadership share in
a shrinking market and we believe in the long-term viability of
the pickup market," Jim Press, President and Vice Chairman of
Chrysler LLC, said.  "We are clearly in a challenging
environment, but continue to be focused on building a profitable
enterprise for the long term. These actions will help us achieve
this goal."

                           About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

In May 2008 Fitch Ratings downgraded the Issuer Default Rating
of Chrysler LLC to 'B' from 'B+', with a Negative Rating
Outlook.  Fitch has also downgraded the senior secured bank
facilities, including senior secured first-lien bank loan to
'BB/RR1' from 'BB+/RR1'; and senior secured second-lien bank
loan to 'CCC+/RR6' from 'BB+/RR1'.  The recovery rating on the
second lien was also downgraded from 'BB+/RR1' to 'CCC+/RR6'
based on lower asset value assumptions and associated recoveries
in the event of a stress scenario.


CHRYSLER LLC: June 2008 Sales Drop 36% to 117,457 Units
-------------------------------------------------------
Chrysler LLC reported total June 2008 U.S. sales of 117,457
units, which is 36% below the same period last year.  Total June
sales reflect a continued contraction of the market, especially
of pickup trucks and SUVs, continued reductions in fleet sales,
and increases in Chrysler’s newest highly fuel-efficient
vehicles.  All sales figures are reported as unadjusted.

"The June results reflect the industry-wide impact of U.S.
consumer confidence being at its lowest point since 1992," Jim
Press, President and Vice-Chairman of Chrysler LLC said.  "But
Chrysler is fighting back and making progress by continuing to
invest in our products and aligning our volume with the market.

"During difficult periods like this, it is critical that we
continue to evolve our products to meet our customers' needs and
as a result, be a stronger company when the economy recovers.  
Examples of this evolution are our six vehicles that get 28
miles per gallon, and the 2009 Dodge Ram and 2009 Chrysler
Aspen/Dodge Durango Hybrids with improved fuel economy,
innovative storage, and industry-leading Internet connectivity
options."

Chrysler's Let's Refuel America US$2.99 Gas Guarantee Plus Cash
program has been extended through July 31.  The program
continues to help improve showroom traffic and drive sales of
the company's most fuel-efficient vehicles. For July, the
program will offer the unique opportunity for customers to lock
in their gas prices at US$2.99 for three years and get cash back
(on the majority of vehicles).  The other two incentive choices
offered are cash back alone or 0% APR financing.  Since the
program began in May, the vehicles in Chrysler's lineup with the
highest gas program take rate were the Chrysler Sebring Sedan,
Dodge Journey, Dodge Caliber and Dodge Avenger.

The Dodge Journey is making its mark in the crossover segment
with best-in-class fuel economy (19 city/25 mpg highway) and
award-winning seven- passenger interior utility.  The Dodge
Journey reached 5,162 units in its fifth month of sales to
become one of the most popular mid-size crossovers in the
market.

                    Compact Vehicles Growth

The all-new Jeep(R) Patriot posted sales for June with 4,889
units, up 6% compared with June 2007 sales of 4,633 units.  
Combined year-to-date total sales of the fuel-efficient Dodge
Caliber, Jeep Compass and Jeep Patriot compact vehicles which
each achieve 28 miles per gallon or better in highway driving,
reached 114,188 units, up 18 percent from YTD 2007 combined
sales of 96,553 units.

                        Minivan Highlights

The Dodge Grand Caravan posted total June sales of 14,214 units,
an increase of 52% versus June 2007 sales of 9,342 units.  The
Chrysler Town & Country also saw strong sales in June with 9,833
units, up 21% compared with June 2007 sales of 8,151 units.  
Through June YTD, new customer sales increased (retail only) 27%
for Chrysler's two, new long-wheelbase minivans, the Chrysler
Town & Country and Dodge Grand Caravan, compared with the same
two long-wheelbase models last year.  Minivans remain a fuel-
efficient option over large SUVs for transporting seven
passengers and cargo, getting up to 24 miles per gallon on the
highway (3.3L engine).

Despite slow industry sales, the company finished the month with
440,075 units of inventory, or a 90-day supply.  As part of a
planned reduction, inventory is down 9% compared with June 2007
when it totaled 485,429 units.

                    Cars and Compact Vehicles

Sales of these cars and car-based compact vehicles represent 40
percent of Chrysler's lineup through June, an increase from 35%
of the lineup a year ago.  Chrysler's lineup of cars and compact
vehicles continue to connect well with consumers, led by six
vehicles which achieve 28 miles per gallon or better in highway
driving.

Chrysler's lineup of cars and compact vehicles includes:
Dodge Caliber, Dodge Avenger, Dodge Charger, Dodge Magnum, Dodge
Challenger, Dodge Viper, Chrysler 300, Chrysler Sebring,
Chrysler PT Cruiser, Chrysler Crossfire, Jeep Patriot and the
Jeep Compass.

                    Minivans and Crossovers

Sales of these car-like vehicles represent 20% of Chrysler's
sales through June, an increase from 19 percent of the lineup a
year ago.  Chrysler's all-new long-wheelbase minivans continue
to build on its segment dominance by offering exclusive features
like Swivel 'n Go(TM) seating system and Sirius Backseat TV
along with excellent fuel efficiency.  Chrysler's crossover
vehicles combine the versatility of a large sport-utility
vehicle with the
efficiency of a passenger car.  The Dodge Journey gets best-in-
class fuel economy (19 city/25 mpg highway).

Chrysler's lineup of minivans and crossovers includes: Dodge
Grand Caravan, Chrysler Town & Country, Dodge Journey and
the Chrysler Pacifica.

               Pickup Trucks and mid and Large SUVs

Sales of these vehicles represent 40% of Chrysler's sales
through June, a decrease from 46% of the lineup a year ago.  
This fall, Chrysler will launch a more fuel-efficient 2009 Dodge
Ram and hybrid versions of the Dodge Durango and Chrysler Aspen.  
The new 2009 Chrysler Aspen Hybrid and Dodge Durango Hybrid will
deliver fuel economy up to 20 miles per gallon -- a 40%
improvement in the city and 25% overall.  Hybrid and light-duty
diesel versions of the new Dodge Ram will be available in the
future.

Chrysler's lineup of pickup trucks and mid and large SUVs
includes: Dodge Ram; Dodge Dakota, Dodge Durango, Dodge Nitro,
Dodge Sprinter, Chrysler Aspen, Jeep Liberty, Jeep Wrangler,
Jeep Grand Cherokee and the Jeep Commander.

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

In May 2008 Fitch Ratings downgraded the Issuer Default Rating
of Chrysler LLC to 'B' from 'B+', with a Negative Rating
Outlook.  Fitch has also downgraded the senior secured bank
facilities, including senior secured first-lien bank loan to
'BB/RR1' from 'BB+/RR1'; and senior secured second-lien bank
loan to 'CCC+/RR6' from 'BB+/RR1'.  The recovery rating on the
second lien was also downgraded from 'BB+/RR1' to 'CCC+/RR6'
based on lower asset value assumptions and associated recoveries
in the event of a stress scenario.


CHRYSLER LLC: Early '08 Performance Exceeds Owners' Expectations
----------------------------------------------------------------
Chrysler LLC disclosed that it had an operating loss of
US$300 million for the first four months of 2008, Bloomberg News
reports.

The figure is considerably less than the US$700 million
operating loss prediction made by majority owner Cerberus
Capital management L.P.  The largest interest holder, in
accordance with its business plans, expected a drop in
Chrysler's incoming cash for 2007 and 2008, says Bloomberg.

"They have clearly been very, very aggressive on the cost
fronts. . .  [T]he challenge is to keep cutting costs at the
same pace and exceed the revenue declines," Bloomberg quotes
Fitch analyst Mark Oline as saying.  Chrysler already planned to
close a St. Louis minivan factory on October 2008 and cut
production of pickup trucks.

Shareholders harped about how Chrysler's performance exceeded
their expectations.  "We'd assumed several years of operating
losses for Chrysler," Cerberus partner Timothy Price told
Bloomberg in a phone interview.  "They're ahead of their plan,
and doing a good job despite one of the most adverse economic
environments in our lifetime."

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

In May 2008 Fitch Ratings downgraded the Issuer Default Rating
of Chrysler LLC to 'B' from 'B+', with a Negative Rating
Outlook.  Fitch has also downgraded the senior secured bank
facilities, including senior secured first-lien bank loan to
'BB/RR1' from 'BB+/RR1'; and senior secured second-lien bank
loan to 'CCC+/RR6' from 'BB+/RR1'.  The recovery rating on the
second lien was also downgraded from 'BB+/RR1' to 'CCC+/RR6'
based on lower asset value assumptions and associated recoveries
in the event of a stress scenario.


CHRYSLER LLC: Plastech Customers Raise DIP Package to US$99.5MM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation between Plastech Engineered Products Inc.
and its debtor-affiliates, and their major customers, namely
General Motors Corporation, Ford Motor Company, Johnson
Controls, Inc., and Chrysler, LLC.  The stipulation amends the
terms of their US$87,000,000 DIP loan for the Debtors.

The Parties maintained the amendments are necessary to implement
the Funding Agreement with respect to the wind-down of the
Debtors' businesses.  In view of the termination of the Second
DIP Credit Agreement and the Closing on June 30, 2008, the
Debtors will have no further right to borrow under the Second
DIP Credit Agreement.

The Stipulation provides that:

  (a) The US$87,000,000 DIP commitment amount is amended to read
      US$99,500,000.

  (b) To satisfy the obligations of the Major Customers for
      Budgeted Expenses effective as of the Closings, the
      Debtors and the New DIP Lenders will agree on the
      aggregate amount of the items in the Revised Budget the
      payment of which is not due until after the Closings and
      excluding any amounts in the line item detail used to
      determine the Wind-down Budget.  The amount of the Accrued
      Obligations will not exceed the lesser of (x)
      US$22,950,0000, and (y) the amount of availability under
      the Second DIP Credit Agreement immediately prior to the
      Closings.  If the New DIP Lenders and the Debtors cannot
      agree on the amount of the Accrued Obligation, the dispute
      will be brought before the Court on an expedited basis.

  (c) The Accrued Obligations include those amounts in
      the Revised Budget attributed to (i) lease reserve
      pursuant to Section 365(d)(5) Bankruptcy Code, (ii)
      accrued payroll, (iii) property taxes, (iv) plant
      rationalization, (v) professional fee reserve, (vi)
      professional fees, and (vii) management incentive plan.

  (d) The New DIP Lenders will advance the aggregate amount of
      the Accrued Obligations to Debtors after the Closings on
      an as needed basis to fund the applicable expenses,
      without regard to borrowing base availability under the
      Second DIP Credit Agreement.  The advances will only be
      used to pay the Accrued Obligations.

  (e) After the Closings, with the exception of advances made by
      the New DIP Lenders to fund their obligations under the
      Funding Agreement and advances made for payment of the
      Accrued Obligations, the New DIP Lenders will have no
      obligation to make further or additional DIP Loans and
      Debtors will have no right to use cash collateral.

  (f) All advances made by the New DIP Lenders under the Funding
      Agreement will be deemed to be DIP Loans made under the
      Financing Order and the Second DIP Credit Agreement.  

  (g) Except as amended, all terms of the Financing Order and
      Second DIP Credit Agreement remain in full force and
      effect.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.

Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products
are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         About Ford Motor

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

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for US$2.3 billion (before US$600
million of pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but
changed the rating outlook to Stable from Negative and raised
the company's Speculative Grade Liquidity rating to SGL-1 from
SGL-3.  Moody's also affirmed Ford Motor Credit Company's B1
senior unsecured rating, and changed the outlook to Stable from
Negative.  These rating actions follow Ford's announcement of
the details of the newly ratified four-year labor agreement with
the United Auto Workers.

                      About General Motors

Based in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs   
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.

                         *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America
brought on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate
credit ratings on the three U.S. automakers, General Motors
Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with
negative implications, citing the need to evaluate the financial
damage being inflicted by deteriorating U.S. industry conditions
-- largely as a result of high gasoline prices.  Included in the
CreditWatch placement are the finance units Ford Motor Credit
Co. and DaimlerChrysler Financial Services Americas LLC, as well
as GM's 49%-owned finance affiliate GMAC LLC.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately
affected by the company's announcement that it will cease
production at four North American truck plants over the next two
years.  These closures are in response to the re-energized shift
in consumer demand away from light trucks.  GM previously said
only one shift was being eliminated at each of the four truck
plants.  Production is being increased at plants producing small
and midsize cars, but the cash contribution margin from these
smaller vehicles is far less than that of light trucks.
                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

In May 2008 Fitch Ratings downgraded the Issuer Default Rating
of Chrysler LLC to 'B' from 'B+', with a Negative Rating
Outlook.  Fitch has also downgraded the senior secured bank
facilities, including senior secured first-lien bank loan to
'BB/RR1' from 'BB+/RR1'; and senior secured second-lien bank
loan to 'CCC+/RR6' from 'BB+/RR1'.  The recovery rating on the
second lien was also downgraded from 'BB+/RR1' to 'CCC+/RR6'
based on lower asset value assumptions and associated recoveries
in the event of a stress scenario.


CONTINENTAL AIRLINES: Mulls Joining United Air in Star Alliance
---------------------------------------------------------------
Continental Airlines Inc. and United Airlines Inc., a wholly
owned subsidiary of UAL Corporation, entered into a framework
agreement to cooperate extensively, linking their networks and
services worldwide to the benefit of customers, and creating
revenue opportunities and cost savings and other efficiencies.  
In addition, Continental plans to join United in the Star
Alliance, the most comprehensive airline alliance in the world.

"Continental's plan to partner with United and join the Star
Alliance will provide substantial new opportunities for all of
our customers," said Larry Kellner, chairman and CEO of
Continental.  "In a network business, there is significant value
gained from linking with larger networks to provide truly
national coverage and expanded global reach, and exploring new
ways to reduce costs and improve efficiencies.  As we experience
some of the most challenging conditions airlines have ever
faced, we look forward to the benefits of a new relationship
with United and the other Star Alliance members."

Larry Kellner, chairman and CEO of Continental, and Glenn
Tilton, chairman, president and CEO of United, met at United's
headquarters in Chicago to sign a framework agreement outlining
the systemwide alliance and cooperation principles between their
carriers.

Teams from the two organizations worked intensively over the
last several weeks exploring creative solutions for how the two
companies could achieve efficiencies and synergies that expand
beyond the well-established benefits of codesharing.  Their work
focused on plans for significant cooperation on frequent flier
programs, lounges, facility utilization, information technology
and procurement.  This work was assisted by the efficiency
opportunities identified and relationships developed during the
parties' earlier merger discussions.

"The teams worked well together to identify opportunities to
create a unique and competitive partnership extending well
beyond a traditional code share agreement," said Glenn Tilton,
chairman, president and CEO of United.  "On behalf of the Star
Alliance, I am very pleased to invite Continental to join as a
member.  Continental will bring significant new assets to our
global alliance, and our two companies will work together
effectively with our partners to provide the best overall
network in America and the world."

              Antitrust Immunized Joint Ventures

Through this new partnership, Continental and United plan to
establish joint ventures allowing them to cooperate with each
other and with other Star Alliance airlines in international
regions and compete more effectively in an increasingly global
air travel market.

Initially, Continental will request the U.S. Department of
Transportation (DOT) to allow it to join United -- along with
Lufthansa, Air Canada and six other carriers -- in their already
established antitrust immunized alliance.  This will enable
Continental, United, Lufthansa, Air Canada and other immunized
Star Alliance carriers to work closely together as other
antitrust immunized alliances do, and to establish trans-
Atlantic and other international joint ventures so they can
deliver highly competitive flight schedules, fares and service.  
The planned trans-Atlantic joint venture, in which Continental,
United, Lufthansa and Air Canada will pool revenue, will permit
the carriers to compete more effectively with the proposed joint
venture involving certain SkyTeam members that was recently
granted antitrust immunity.  The trans-Atlantic joint venture
will combine the strength of the carriers to create a more
efficient and comprehensive trans-Atlantic network for the
carriers' customers.

Joint ventures are also planned for the Latin America and
Asia/Pacific regions, involving Continental, United and other
members of the Star Alliance.  Both antitrust immunity and code-
sharing are subject to receipt of approvals from applicable
national authorities.

Domestic Codesharing and Frequent Flier/Lounge Reciprocity
Continental's and United's route networks are highly
complementary, with little overlap, so they add value to each
other and to customers who are planning domestic and
international itineraries.

In the United States domestic market, where antitrust immunity
for solely domestic travel would not apply, the two airlines
plan to begin broad code-sharing, which facilitates the creation
of itineraries using both carriers, as well as frequent flier
program, elite customer recognition and airport lounge
reciprocity.  These cooperative activities are subject to
regulatory notice to applicable authorities and Continental
exiting certain of its current alliance relationships. Under
code-sharing, customers will benefit from a coordinated process
for reservations/ticketing, check-in, flight connections and
baggage transfer.

Frequent flier reciprocity will allow members of Continental's
OnePass program and United's Mileage Plus program to earn miles
in their accounts when flying on either partner airline and
redeem awards on both carriers.  Travel on either carrier will
count toward elite customer recognition.  Similarly, each
carrier's customers will have access to both Continental's
Presidents Club network and United's Red Carpet Club network of
airport lounges.

               Continental Joining Star Alliance

Continental's plans to join the Star Alliance and the other
planned cooperation are subject to receipt of certain regulatory
and other approvals and the termination of certain contractual
relationships, including Continental's existing agreements with
SkyTeam members that restrict its participation in another
global alliance.  Continental intends to terminate its existing
agreements with SkyTeam members and obtain the necessary
approvals to enter the Star Alliance, although Continental may
not be successful, and the time period for doing so may be out
of Continental's control.  For example, a principal contractual
restriction will not terminate until nine months after the
closing of the proposed Delta/Northwest merger.  Continental
intends to transition out of SkyTeam and into the Star Alliance
in a customer friendly manner.

Joining the Star Alliance will connect Continental with United
and 19 other airlines around the world.  Within Star, frequent
fliers enjoy reciprocity with respect to both mileage accrual
and redemption among the member airlines.  The airlines also
reciprocally recognize elite status, and provide access to the
worldwide network of lounges operated by the Star Alliance
airlines.

                    About the Star Alliance

The Star Alliance network was established in 1997 as the first
truly global airline alliance to offer customers worldwide reach
and a smooth travel experience.  Star Alliance received the Air
Transport World Market Leadership Award in 2008 and was voted
Best Airline Alliance by Business Traveller Magazine in 2003,
2006 and 2007 and by Skytrax in 2003, 2005 and 2007.  The
members are Air Canada, Air China, Air New Zealand, ANA, Asiana
Airlines, Austrian, bmi, LOT Polish Airlines, Lufthansa,
Scandinavian Airlines, Shanghai Airlines, Singapore Airlines,
South African Airways, Spanair, SWISS, TAP Portugal, Turkish
Airlines, THAI, United and US Airways.  Regional member carriers
Adria Airways (Slovenia), Blue1 (Finland) and Croatia Airlines
enhance the global network.  Air India and EgyptAir have been
accepted as future members.  Overall, the Star Alliance network
offers nearly 18,000 daily flights to 965 destinations in 162
countries.
         
                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                       *     *     *

The Troubled Company Reporter said on June 2, 2008, that Fitch
Ratings has revised the Rating Outlook for UAL Corp. and its
principal operating subsidiary United Airlines, Inc. to Negative
from Stable.  Debt ratings for both entities have been affirmed
as: UAL & United Issuer Default Ratings at 'B-'; United's
secured bank credit facility (Term Loan and Revolving Credit
Facility) at 'BB-/RR1'; and Senior unsecured rating for United
at 'CCC/RR6'.

On May 19, 2008, the TCR said that Moody's Investors Service
affirmed all debt ratings of UAL Corp. and its primary
subsidiary United Air Lines, Inc. -- corporate family rating of
B2 as well as all tranches of the Enhanced Equipment Trust
Certificates supported by payments from United.  The Speculative
Grade Liquidity Rating has been changed to SGL-3 from SGL-2, and
the outlook has been changed to negative from stable.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/  
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, including
Belize and Mexico, Europe and Asia, serving 144 domestic and 139
international destinations.  More than 500 additional points are
served via SkyTeam alliance airlines.  With more than 45,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express,
carries approximately 69 million passengers per year.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2008, that Moody's Investors Service affirmed the B2
Corporate Family Rating of Continental Airlines, Inc. as well as
the ratings of its outstanding corporate debt instruments and
selected classes of Continental's Enhanced Equipment Trust
Certificates.  The Speculative Grade Liquidity rating was
lowered to SGL-3 from SGL-2. The outlook has been changed to
negative from stable.

As reported by the Troubled Company Reporter-Latin America on
April 23, 2008, Standard & Poor's Ratings Services revised its
rating outlook on Continental Airlines Inc. (B/Negative/B-3) to
negative from stable.  S&P also placed its ratings on selected
enhanced equipment trust certificates that are secured by
regional jets on CreditWatch with negative implications.

In December 2007, Fitch Ratings affirmed Continental Airlines
'B-' issuer default rating with a stable outlook.


CORPORACION DURANGO: S&P Cuts Corp. Credit Rating to CCC From B+
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Corporacion Durango S.A.B. de C.V. to
'CCC+' from 'B+'.  The rating was removed from CreditWatch
Negative where it had been placed May 5, 2008.  The outlook is
negative.
      
"The downgrade reflects our concerns about CODUSA's inability to
fully pass on increasing raw material and energy costs to its
final customers, tightening CODUSA's margins and draining its
liquidity.  In addition to the aforementioned factors, S&P
expects CODUSA's results to remain weak due to excess capacity
in the U.S., which has resulted in aggressive cross-border sales
exports into Mexico by large U.S. competitors at very low
prices," said S&P's credit analyst Marcela Duenas.
     
In addition, the ratings on Corporacion Durango reflect its
highly leveraged financial risk profile and the natural risk
associated with the paper industry's cyclicality.  These
negatives far outweigh the company's leading position in the
containerboard and packaging industry in Mexico, and its
vertical integration.
     
The negative outlook reflects S&P's concern about the company's
near-term liquidity position given current operating trends,
including high input costs and competition.  S&P could lower the
ratings if liquidity continues to decline or if EBITDA does not
begin to improve to a level sufficient to cover interest and
capital expenditures.

Corporacion Durango, S.A. de C.V. (BMV: CODUSA), a vertically
integrated producer of paper and packaging products in Mexico,
previously announced that the First Federal District Court in
Durango, Mexico, has approved the company's plan of
reorganization and declared the termination of its "Concurso
Mercantil" proceeding.


FRONTIER AIRLINES: Can Hire FTI Consulting as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frontier Airlines Holdings Inc. and its subsidiaries
to employ FTI Consulting Inc. as their specialist financial
advisors nunc pro tunc to April 28, 2008, pursuant to the
Engagement Letter.

As reported in the Troubled Company Reporter on June 19, 2008,
FTI will provide consulting and advisory services that have been
determined as non-duplicative of the services to be provided by
Seabury Group LLC, the Debtors' lead financial advisors.  

FTI is expected to complete these services as at June 30, 2008:

  (a) assisting the Debtors with certain Chapter 11 reporting
      requirements, including statement of financial affairs,
      schedules of assets and liabilities, and monthly operating
      reports;

  (b) advising the Debtors on specific accounting matters
      related to the Chapter 11 cases, as required by SOP 90-7;

  (c) assisting the Debtors services that are specifically
      related to reclamation claims; and

  (d) any other financial advisory support services that may be
      requested by the Debtors and agreed to by FTI and the
      Official Committee of Unsecured Creditors, to the extent
      approved by the Court as necessary.

As specialist financial advisors, FTI will be paid based on
these hourly rates:

    Senior managing directors               US$650 - US$715
    Directors or managing directors         US$475 - US$620
    Consultants or senior consultants       US$235 - US$400
    Administrative and paraprofessionals    US$100 - US$190

Additionally, the Debtors and FTI have agreed that:

  * any controversy or claim with respect to the services
    provided by FTI to the Debtors will be brought in the
    Bankruptcy Court;

  * FTI, the Debtors, and all their successors and assigns
    consent to the jurisdiction and venue of the Court as the
    sole and exclusive forum for the resolution of claims,
    causes of actions or lawsuits;

  * FTI and the Debtors waive trial-by-jury, with the waiver
    being informed and freely made;

  * if the Bankruptcy Court does not have or retain jurisdiction
    over the claims and controversies, FTI and the Debtors will
    submit first to non-binding mediation or to binding
    arbitration, in accordance with certain dispute resolution
    procedures agreed between the parties; and

  * judgment on any arbitration award may be entered in any
    Court having proper jurisdiction.

David J. Beckman, a managing director at FTI, assured the Court
that his firm (i) has no connection with the Debtors, their
creditors or other parties-in-interest, (ii) does not hold any
interest adverse to the Debtors' estates, and (iii) is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and Company is the Debtors' Communications Advisors.  At
Dec. 31, 2007, Frontier Airlines Holdings Inc. and its
subsidiaries' total assets was US$1,126,748,000 and total debts
was US$933,176,000.


FRONTIER AIRLINES: Court OKs Seabury Group as Financial Advisors
----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Seabury Group LLC as strategic
and financial advisors, nunc pro tunc to the bankruptcy filing
date, pursuant to the amended engagement agreement.

As reported in the Troubled Company Reporter on April 30, 2008,
Seabury is expected to:

  (a) assist in the evaluation of the Debtors businesses and  
      prospects;

  (b) assist in the development of the Debtors long-term
      business plan and related financial projections;

  (c) assist in the development of financial data and
      presentations to the Debtors' board of directors, various
      creditors and other third parties;

  (d) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve their liquidity;

  (e) evaluate the Debtors debt capacity and alternative capital
      structures;

  (f) analyze various restructuring scenarios on the value of
      the Debtors and the recoveries of those stakeholders
      impacted by the Restructuring;

  (g) provide strategic advice with regard to restructuring or
      refinancing the Debtors' obligations;

  (h) participate in negotiations among the Debtors and their
      creditors, suppliers, lenders, lessors and other
      interested parties;

  (i) value securities offered by the Debtors in connection with
      restructuring;

  (j) if required, assist in arranging debtor-in-possession
      financing;

  (k) if required, assist in the arranging of exit financing,
      including identifying potential sources of equity and debt
      capital, assisting in the due diligence process and
      negotiating the terms of any proposed financing;

  (l) if required, assist the Debtors in:
   
         -- executing a sale of assets, including identifying
            potential buyers or parties in interest, and in the
            due diligence process and negotiating the terms of
            any proposed transaction, as requested;

         -- evaluating one or more strategic transactions,
            including identifying potential strategic partners,
            assisting in the due diligence process and
            negotiating the terms of any proposed transaction,
            as requested; and

         -- providing fairness opinions related to transactions,
            financings or restructurings for which Seabury will
            have earned a fee;

  (m) provide testimony in any Chapter 11 case concerning any of
      the subjects encompassed by the other financial advisory
      services, if appropriate and as required; and

  (p) provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a restructuring, transaction or financing, as requested
      and mutually agreed.

Edward M. Christie, III, Frontier's senior vice president for
Finance, said that the services to be provided by Seabury are
not duplicative with the services to be performed by any
proposed restructuring advisors and accountants.  Seabury will
not be performing any traditional public accounting and auditing
services, including the preparation of annual federal and state
tax returns related to the Debtors financial statements.

Moreover, Seabury expected to work closely with the Debtors'
proposed restructuring advisors and accountants and will
undertake every reasonable effort to avoid any duplication of
services, Mr. Christie said.

The Court ruled that no fees or expenses will be payable to
Seabury with respect to transactions where similar fees are
payable by the Debtors to another financial advisor or broker on
account of the same transaction.

The Debtors will pay the firm's customary hourly rates:

    CEO                   US$850
    Managing Director      700
    Executive Director     650
    SVP/Director           630
    VP                     540
    Senior Associate       450
    Senior Analyst         320
    Analyst                240

Pursuant to the Engagement Letter, the Debtors have also agreed
to pay Seabury these fees which are not subject to any
holdbacks:

  * a restructuring retainer fee of US$150,000 per month for the
    first three months and US$100,000 per month thereafter;

  * a corporate finance retainer fee of US$75,000 per month for
    the first three months and US$50,000 per month thereafter;

  * a merger and acquisition success fee ranging between
    US$1,750,000 and US$4,875,000 plus 0.500% to be calculated
    upon aggregate M&A transaction values;

  * an equity success fee equal to the aggregate of (i) 4.0% of
    the first US$50,000,000 of equity raised, (ii) 2.50% of the
    next US$50,000,000, and (iii) 1% of all amount of equity
    raised beyond US$50,000,000;

  * a sale success fee equal to 0.65% of the sale's proceeds;

  * a DIP success fee equal to 2.50% for the first US$25,000,000
    of DIP commitment and 1.25% of any additional DIP commitment
    amounts; and

  * a debt success fee in conjunction with arranging exit or
    debt financing pursuant to an M&A transaction equal to (i)
    1.50% of any debt financing transaction secured by a first
    lien; (ii) 2.5% of the gross proceeds secured by a second or
    more junior lien, and (iii) 3.00% of the gross proceeds of
    any indebtedness this is either unsecured or subordinated.

Any Success Fees payable to Seabury will be reduced by 50% of
the first 12 months of corporate finance retainer fees paid.  
The total Success Fees, net of credits of the Retainer Fees,
will be capped at US$6,000,000.

Michael B. Cox, a managing director of Seabury, assured the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.  Seabury is
not a creditor, an equity security holder or an insider of the
Debtors and do not have an interest materially adverse to the
interest of the Debtors' estate, he says.

Seabury will conduct an ongoing review of its files to ensure
that no disqualifying circumstances arise.  If any new relevant
facts or relationships are discovered, Seabury will supplement
its disclosure to the Court.

The Court also ruled that to the extent that there may be any
inconsistency between the terms of the Debtors' request and the
Amended Engagement Agreement, the terms of the Court order will
govern.

                  About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and Company is the Debtors' Communications Advisors.  At Dec.
31, 2007, Frontier Airlines Holdings Inc. and its subsidiaries'
total assets was US$1,126,748,000 and total debts was
US$933,176,000.


MAXCOM TELECOMUNICACIONES: Files Form 20-F With SEC
---------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., has filed its Form
20-F with the United States Securities and Exchange Commission,
as required.

The document is also available in the company's corporate web
site.  

Any shareholder may request a printed copy of the company's
complete audited financial statements, free of charge, by
contacting:

     Maxcom Investor Relations Department
     G. Gonzalez Camarena No. 2000
     Col. Centro de Ciudad Santa Fe
     Mexico City, Mexico 01210
     http://www.maxcom.com/ir/template2.php?idM=2&sbM=5;

Headquartered in Mexico City, Mexico, Maxcom Telecomunicaciones,
SA de CV, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom Telecomunicaciones
launched commercial operations in May 1999 and is currently
offering Local, Long Distance and Internet & Data services in
greater metropolitan Mexico City, Puebla and Queretaro.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Moody's Investors Service confirmed Maxcom
Telecomunicaciones, S.A. de C.V.'s corporate family rating at
B3.  At the same time, Moody's confirmed its B3 rating on the
company's US$200 million in Senior Unsecured notes due in 2014.  
Moody's said the outlook for all ratings is now positive.  
Moody's rating action concludes the review for upgrade initiated
in November 2007.


QUEBECOR WORLD: Wants to Execute Management Incentive Plans
-----------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the  
authority of the U.S. Bankruptcy Court for the Southern District
of New York to implement and continue their employee incentive
plans with respect to their employees.

The Debtors believe that their emergence from Chapter 11
protection and future success is dependent on their ability to
meet challenging performance goals.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
added that there is no doubt that the performance of the
Debtors' management and executives, and the other key employees
who are eligible under the MICP and PBIP Plans, is an extremely
important factor in meeting and exceeding the performance goals.

In this regard, the Debtors require the continued efforts and
loyalty of their employees at this critical juncture in their
Chapter 11 cases, and must take proactive steps to ensure that
sufficient incentives are in place to allow the employees to
feel justly compensated, Mr. Canning told the Court.

In March 2008, the Debtors sought and obtained the Court's
authority to pay and honor certain prepetition amounts due under
their 2007 management incentive plans.  At the Debtors' behest,
the Court adjourned the hearing on their request to continue
their incentive compensation plans in the ordinary course.

The Debtors have determined that their request to continue the
incentive compensation plans was premature, and should be
adjourned until they could further consider appropriate
incentive plans under their Chapter 11 cases and receive input
of those plans from the advisors to the creditor constituencies.

In developing the Management Incentive Compensation Plan and the
Plant Based Incentive Plan, the Debtors have evaluated their
existing compensation structure and historical compensation
plans to create a fair, objective, and incentive-based
compensation structure for key employees, which:

  -- is competitive in the marketplace and takes into account
     the additional challenges of operating under the added
     requirements and challenges of Chapter 11 and the Canadian
     Companies' Creditors Arrangement Act; and

  -- aligns employee interests with those of the Debtors'
     stakeholders to encourage maximum effort and performance
     during the Debtors' restructuring process.

In this regard, the Debtors redesigned the MICP for 2008 and the
first half of 2009 and the PBIP for 2008.

                          The MICP

The 2008/2009 MICP has been simplified to focus solely on
adjusted EBITDA, measured over the 18-month loan period provided
for under the Debtors' US$1,000,000,000 DIP Facility.  The
EBITDA will be adjusted by excluding the performance of the
Debtors' European operations, any costs related to restructuring
activities, the enhanced MICP awards, and other unusual
transactions not measured in the ordinary course of business.  

For all divisional participants, the performance metric of
adjusted EBITDA will be broken down into two components:

  (1) 75% of the metric will be based on the employees'
      divisional EBITDA; and

  (2) 25% will be based on consolidated corporate EBITDA.

For each employee, there will be a threshold level of EBITDA, a
target level, and a maximum level.

The redesigned MICP will have two measuring periods -- calendar
year of 2008, and the first six months of 2009.

Awards earned for calendar year 2008 will be payable no later
than March 31, 2009, and awards earned for the first half of
2009 will be payable no later than Sept. 30, 2009.

The Debtors have determined that 250 employees are eligible to
participate in the 2008/2009 MICP.  If all employees meet at
least the minimum requirement to be eligible for benefits under
the MCIP, the plan will cost between approximately US$14,000,000
and US$41,900,000, depending on the actual EBITDA achieved.

                          The PBIP

All printing plants and divisions in North America are included
in the PBIP, with participants including the most senior
individuals responsible for manufacturing at the plant/division.  
Although there are currently 340 employees eligible for
incentive compensation under the PBIP, those employees will only
receive compensation if they meet the required performance
indicators under the PBIP.

The PBIP program includes a target incentive award and a maximum
incentive for each employee, which represent a percentage of
base salary earned for that employee in 2008.  The target
incentive levels vary from 15% to 30% of base salary, and the
maximum incentive an employee can receive ranges from 25% to 50%
of base salary.  An employee's eligibility percentage is based
on the level of the employee's responsibility in the Debtors,
and with the eligible employees' salaries generally ranging from
about US$60,000 to US$200,000, and with the large majority of
the employees making between US$70,000 to US$120,000.

For 2008, if all 340 participants meet the target incentive
award payout, the cost of the PBIP program to the Debtors will
be about US$5,800,000.  If all of the 340 participants meet the
maximum incentive target for which they are eligible, the total
cost of the PBIP program will be approximately US$9,600,000,
with the cost on account of possible awards payable to employees
of the Debtors being approximately US$8,700,000.

                       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.


QUEBECOR WORLD: May Use OpTrust Office Through September 30
-----------------------------------------------------------
Quebecor World, Inc., and its subsidiaries reorganizing under
the Canadian Companies' Creditors Arrangement Act, obtained
approval from the Quebec Superior Court of Justice on a lease
entered into with OPTrust Office Inc., for office space at 999
de Maisonneuve Boulevard West, in Montreal, Quebec.

The Troubled Company Reporter on June 25, 2008, said that
Francois-David Pare, Esq., at Ogilvy Renault, LLP, in Montreal,
Quebec, related that the long-term lease for the Applicants'
current location at 612 St-Jacques Street, in Montreal, Quebec,
has expired.  The Applicants have negotiated for a short-term
occupancy agreement to entitle them to use the current premises
up to Sept. 30, 2008.

Mr. Pare said the total rent for the New Premises will provide a
C$3,100,000 rent savings over the course of the initial 10-year
term before relocation costs.  The Applicants are also entitled
to cancel up to 7,000 square feet in the first three years of
the Lease Agreement, and assign the Lease.

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.


QUEBECOR WORLD: Gets OK to Assume Amended Printing Deal With Dex
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to amend and assume an agreement it entered
with Dex Media Inc.

The Troubled Company Reporter on June 24, 2008, said that Debtor
Quebecor World (USA) Inc., and Dex Media are parties to a master
agreement for printing services, dated March 31, 2005.  The
printing agreement provides for QWUSA to print telephone
directories for Dex through Dec. 31, 2014.  Sales volume of the
printing agreement was estimated at about US$200,000,000,
Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
related.

Because of significant events since the parties entered into the
agreement, they have discussed and agreed to certain changes to
the printing agreement to meet their business needs, correct
certain errors in the initial agreement, modify the schedules to
the printing agreement, and expand the scope of the business
relationship.

Under the amended agreement, the term of the printing agreement
will be extended by one year, through Dec. 31, 2015.  The
amended agreement also provides for the expansion of the
products to be manufactured by QWUSA.  Incremental sales
associated with the additional products are forecast at
US$25,000,000, over the term of the agreement, Mr. Canning said.  
The amendments also resolve certain open issues between the
parties related to the timing of future scheduled work.

Mr. Canning said the Debtors do not have any cure payments or
obligations to satisfy in connection with the assumption of the
agreement.  He contended that the amendments will provide QWUSA
with substantial revenue and earnings.

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

FIRST BANCORP: Federal Reserve Terminates Cease and Desist Order
----------------------------------------------------------------
Following the most recent examination of First BanCorp, the
Federal Reserve Bank of New York, under the delegated authority
of the Board of Governors of the Federal Reserve System, has
elected to terminate the Order to Cease and Desist dated March
16, 2006, relating to the mortgage-related transactions with
other financial institutions.

"The termination of the Order to Cease and Desist is a testament
to the Corporation's commitment to take proactive measures to
resolve all regulatory matters.  This was the last remaining
regulatory action imposed on the Corporation as a result of the
restatement process, and, as of [June 30], all regulatory orders
previously imposed have been terminated," First BanCorp
Chairperson and Chief Executive Officer, Luis M. Beauchamp
commented.  "The Board of Directors and management remain
steadfastly committed to maintaining the highest safety and
soundness standards and comply fully with all regulatory
programs," concluded Mr. Beauchamp.

As mentioned before, with respect to the March 16, 2006 Cease
and Desist Order, First BanCorp has taken the required actions,
including a substantial reduction of the credit risk
concentration in connection with certain loans outstanding to
two large mortgage originators in Puerto Rico to levels
acceptable to regulatory agencies and within parameters set
forth in the policies adopted by the company.

First BanCorp (NYSE: FBP) -- http://www.firstbankpr.com/-- is     
the parent corporation of FirstBank Puerto Rico, a state
chartered commercial bank with operations in Puerto Rico, the
Virgin Islands and Florida; of FirstBank Insurance Agency; and
of Ponce General Corporation.  First BanCorp, FirstBank Puerto
Rico and FirstBank Florida, formerly UniBank, the thrift
subsidiary of Ponce General, all operate within U.S. banking
laws and regulations.

                        *     *     *

First Bancorp. currently carries Fitch Ratings' BB long-term
issuer default rating and B short-term issuer default rating.



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

DEL MONTE: Seafood Business Sale Won't Affect S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on San Francisco, California-based Del Monte Foods Co.
(BB-/Negative/--) remain unchanged following the announcement
that the company has entered into an agreement to sell its
seafood business, including Starkist, to Dongwon for US$363
million, subject to a working-capital adjustment.  The company
will apply net after-tax proceeds of about US$300 million to
debt reduction.  

While S&P view the debt repayment favorably, its remain
concerned about near-term limited covenant cushion on Del
Monte's bank credit agreement.  Upon closing, Del Monte will
enter into a two-year agreement with Dongwon to provide
operational services.  Income from this agreement and
anticipated reduced interest expense is expected to partially
offset forgone shared overhead coverage of the seafood business
and a higher ongoing tax rate (following the sale).  The seafood
business contributed about US$560 million of sales (15% of
consolidated revenue) in fiscal year ending April 27, 2008.  The
sale is expected to improve margins and reduce earning
volatility due to high fish costs.  The transaction is expected
to close in the second quarter of fiscal 2009.

                        About Del Monte

Based in San Francisco, California, Del Monte Foods Company
(NYSE: DLM) -- http://www.delmonte.com/-- produces and
distributes processed vegetables, fruit and tomato products, and
pet products.  The products are sold under Del Monte, Contadina,
S&W, Starkist, College Inn, 9Lives, Kibbles 'n Bits, Meow Mix,
Milk-Bone, Pup-Peroni, Snausages, Pounce, and Meaty Bone.  The
Group has food-processing plants in South America and has
subsidiaries in Venezuela, Colombia, Ecuador and Peru.  The
production facilities are operated in California, the Midwest,
Washington and Texas, as well as 7 distribution centers.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, Del Monte Foods Company said that it is exploring
strategic alternatives for its StarKist tuna seafood operations.
Del Monte has not disclosed the timing of any sale nor the
amount or use of potential proceeds if a divestiture were to
occur.  Fitch rates Del Monte Foods Company and Del Monte
Corporation as:  

Del Monte Foods Company (Parent)

   -- Long-term Issuer Default Rating 'BB'.

Del Monte Corporation (Operating Subsidiary)

   -- Long-term IDR 'BB';
   -- Senior secured bank facility 'BB+';
   -- Senior subordinated notes 'BB-'


GOODYEAR TIRE: To Invest US$400 Million in Chile in Four Years
--------------------------------------------------------------
Goodyear Tire & Rubber Co.'s President of Chilean Operations
Claudio Rodriguez said that the firm will invest some
US$400 million in Chile over the next four years to increase
output capacity at its Maipu plant, Business News Americas
reports.

The US$400 million investment is "atypical", BNamericas says,
citing Mr. Rodriguez.  Chile imports raw materials, Mr.
Rodriguez added.  The investment is part of Goodyear Tire's
plans to inject up to US$1.3 billion yearly through 2010 on its
operations worldwide to expand and improve its plants.

According to BNamericas, Mr. Rodriguez said that the investment
will be used in installing an automated production line with the
latest technology at the plant.  Goodyear Tire wants the plant
to be able to produce high performance tires for the domestic
and international markets, Mr. Rodriguez added.  The company
official eyes a lot of opportunities for growth in Latin
America.

Goodyear Chile's Human Resources and Corporate Affairs Director
Jorge Leon Rompeltien said that the firm's research and
development department is probing for alternative raw materials
that could be used as substitutes, BNamericas notes.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Australia, Venezuela, Peru, Mexico,
Luxembourg, Finland, Korea, and Japan.  

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 6,
2008, Fitch Ratings upgraded The Goodyear Tire & Rubber
Company's Issuer Default Rating to 'BB-' from 'B+' and senior
unsecured debt rating to 'B+' from 'B-/RR6'.

Goodyear Tire & Rubber Company continues to carry Moody's "Ba3"
senior secured debt, senior unsecured debt, probability of
default and long term corporate family ratings.

In addition, the company still carries Standard & Poor's "BB-"
long term local and foreign issuer credit ratings and Fitch's
"B+" senior unsecured debt rating.   


NORTHWEST AIRLINES: 28 Passengers File Lawsuit to Stop Merger
-------------------------------------------------------------
A group of 28 airline passengers banded together and filed a
lawsuit in the District Court in San Francisco to halt Delta Air
Lines Inc.'s proposed takeover of Northwest Airlines
Corporation, alleging that the consolidation "would result in an
illegal monopoly," the AP discloses.

According to the report, the group alleges that the merger would
leave Delta with a "monopolistic grip" on the airline industry,
which would result in increased ticket rates and poor service
quality.

"The potential for increased price-fixing, division of markets
and other anticompetitive acts among the remaining airlines is
significant," the lawsuit says, reports the AP.

Northwest spokeswoman Tammy Lee said the lawsuit is "frivolous"
since the merger is "pro-competitive and pro-consumer,"
according to reports.  

"The end-to-end combination of these two carriers enhances, not
diminishes, consumer preference and choice.  The DOJ is
reviewing our case and we are highly confident this deal will be
approved by year-end," said Ms. Lee, reports The Business
Review.

The merger has been criticized, by two of Northwest's labor
unions and by the chairman of the House Transportation and
Infrastructure Committee, Rep. James Oberstar, D-Minn., says the
San Francisco Chronicle.  Mr. Oberstar asserted that the merger
would likely hurt customers and could lead to further
consolidations.  He urged the Justice Department's antitrust
division to conduct a thorough review.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--    
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


NORTHWEST AIRLINES: Judge Gropper Closes 12 Bankruptcy Cases
------------------------------------------------------------
At the behest of Northwest Airlines Corporation and its debtor-
affiliates, the United States Bankruptcy Court for the Southern
District of New York issued a final decree and order on June 25,
2008, closing the chapter 11 cases of:

  * Northwest Airlines Holdings Corporation,
  * NWA Inc.,
  * NWA Fuel Services Corporation,
  * Northwest Aerospace Training Corp.,
  * MLT Inc.,
  * Compass Airlines, Inc. f/k/a Northwest Airlines Cargo, Inc.,    
  * NWA Retail Sales Inc.,
  * Montana Enterprises, Inc.,
  * NW Red Baron LLC,
  * Aircraft Foreign Sales, Inc.,
  * NWA Worldclub, Inc., and
  * NWA Aircraft Finance, Inc.

Under the Debtors' Plan of Reorganization:

  (a) the Consolidated Debtors -- for all purposes associated
      with confirmation of the Plan, including distributions --
      are NWA Corp., Northwest Airlines Holdings Corporation,
      NWA Inc. and Northwest Airlines Inc.;

  (b) the Non-Consolidated Debtors are NWA Fuel Services
      Corporation, Northwest Aerospace Training Corporation, MLT
      Inc., Compass Airlines, Inc. f/k/a Northwest Airlines
      Cargo, Inc., NWA Retail Sales Inc., Montana Enterprises,
      Inc., NW Red Baron LLC, Aircraft Foreign Sales, Inc., NWA
      Worldclub, Inc., and NWA Aircraft Finance, Inc.

Northwest Airlines Holdings Corporation and NWA Inc. are the
only Consolidated Debtors included as "Resolved Debtors"; and
every Non-Consolidated Debtor is included as a Resolved Debtor.
                                                                             
             
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP,
in Washington, D.C., informed Judge Allan L. Gropper that the
Resolved Debtors' bankruptcy proceedings have been fully
administered.  Few claims were filed against the majority of the
Resolved Debtors, and with the exception of certain tax claims
-- including claims filed by the Internal Revenue Service that
are near resolution -- the remainder of the claims, motions and
contested matters involving them are resolved, he stated.  

The Resolved Debtors are in the process of resolving the pending
tax claims asserted against them, and will make distributions,
if any, consistent with their Plan of Reorganization, Mr.
Ellenberg assured the Court.

The Non-Consolidated Debtors have satisfied allowed claims
against them in cash, except as otherwise agreed between the
parties, Mr. Ellenberg said.  Moreover, the Resolved Debtors'
distributions have yielded a recovery to unsecured creditors
equal to 100% of their Allowed Claims.

The Resolved Debtors have confirmed that they have paid all
amounts due for quarterly fees, to the U.S. Trustee for Region
2, Mr. Ellenberg pointed out.  Nevertheless, the Debtors will
coordinate with the U.S. Trustee to ensure their remaining
obligations are satisfied, he said.  The Debtors do not owe any
money to the Clerk of the Court for the Southern District of New
York, Mr. Ellenberg maintained.

Judge Gropper closed the Resolved Debtors' Chapter 11 cases,
subject only to the Court's continued jurisdiction over the
resolution of the Tax Claims, and other matters as may be
prescribed by the Plan.

Judge Gropper held that the closing of the Resolved Debtors'
cases (i) will in no way prejudice a claimant's rights to
receive distributions under the Plan, to the extent the
claimant's claim is ultimately allowed, nor (ii) otherwise
modify the terms of the Plan.

The Debtors' cases may be reopened pursuant to Section 350(b)
of the Bankruptcy Code, including to adjudicate any disputes in
connection with the Chapter 11 cases of the Resolved Debtors or
the two remaining open cases of Northwest Airlines Corp. and
Northwest Airlines, Inc., Judge Gropper added.

The Court directed the Clerk of Court to mark the Resolved
Debtors' Chapter 11 cases as "closed."

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--    
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


NORTHWEST AIRLINES: Seeks Approval on Foret Settlement Deal
-----------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Southern District of New York
to approve a settlement with Mickey Foret, a former executive
vice president and chief financial officer of Northwest
Airlines, Inc. and chairman and chief executive officer of
Northwest Airlines Cargo, Inc.

The Debtors and Mr. Foret entered into a management agreement on
Oct. 23, 2001, governing the terms and conditions of Mr. Foret's
employment with the Debtors.

Mr. Foret's employment with the Debtors concluded on Sept. 30,
2002.  Under the Foret Management Compensation Agreement, the
Debtors had certain continuing obligations to Mr. Foret
thereafter, including with respect to medical benefits and
flight pass privileges.

The Debtors also entered into a consulting agreement with
Aviation Consultants LLC, whose president was Mr. Foret.

The Debtors filed a notice of rejection of the Consulting
Agreement on Feb. 21, 2006.  Consequently, Mr. Foret filed Claim
No. 10987 in the Debtors' bankruptcy proceedings, asserting
an unsecured non-priority claim against the Debtors for
US$5,850,104, for amounts allegedly due and owing to Mr. Foret
under the Management Compensation Agreement.

Moreover, Mr. Foret filed Claim Nos. 11309 and 11368 against the
Debtors, asserting unsecured non-priority claims in unspecified
amounts for indemnification with respect to prepetition
litigation to which Mr. Foret is a named defendant.  

Aviation Consultants filed Claim No. 10986, asserting an
unsecured non-priority claim against the Debtors for
US$9,497,604, for damages relating to the rejection of the
Consulting Agreement.
                                                               
Pursuant to their Court-approved Plan of Reorganization, the
Debtors assumed their obligations under the terms of their
corporate charters and bylaws, to indemnify their past and
current directors and officers.

Beginning on the effective date of the Plan, the Debtors
appointed Mr. Foret to serve on their board of directors.
Consistent with past practices, members of the Board and their
spouses are entitled to certain travel pass benefits.

To resolve all of the Claims filed by Mr. Foret and Aviation
Consultants, the parties engaged in arm's-length negotiations,
which resulted in a settlement agreement, the terms of which
include:

  (a) Mr. Foret and his spouse will receive airline pass travel
      privileges, and will be eligible for certain group medical
      coverage benefits;

  (b) Aviation Consultant's rejection damages claim relating to
      the Consulting Agreement will be reduced and allowed for
      US$1,020,000, with all its other Claims to be expunged;
      and

  (c) Mr. Foret's rights to indemnification pursuant the Plan
      will not be altered.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--    
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


NORTHWEST AIRLINES: Filing of Claim Objections Due August 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Northwest Airlines Corporation and its debtor-affiliates
until Aug. 28, 2008, to object to pending (i) prepetition
claims, and (ii) administrative expense claims.

On June 12, 2008, the Troubled Company Reporter said that in the
Debtors' chapter 11 cases, 12,000 claims totaling
US$129,000,000,000 were filed, and over 190 requests for payment
of administrative expenses totaling US$292,000,000,000 were made
by claimants against the Debtors.

As of May 27, 2008, the Debtors have filed numerous individual  
claim objections, as well as 41 omnibus objections -- 40 of
which have been granted except where the Debtors have agreed to  
adjourn, withdraw or resolve an Objection to a particular  
claimant, Gregory M. Petrick, Esq., at Cadwalader, Wickersham &  
Taft LLP, in New York, told the U.S. Bankruptcy Court for the  
Southern District of New York.

As a result of the Debtors' efforts, there are only roughly 340  
unresolved prepetition claims, and 42 unresolved requests for  
payment of administrative expenses, Mr. Petrick noted.  The  
Debtors will continue to attempt to resolve all outstanding  
claims, he added.

Mr. Petrick explained that the extension will allow the Debtors
to continue their efforts to achieve non-judicial resolutions of
the Pending Prepetition and Administrative Expense Claims, and
would avoid the cost and expense of drafting and filing
objections to disputed claims that may ultimately come to a
stipulated resolution.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--    
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


PRIDE INTERNATIONAL: Updates Offshore Drilling Contract Status
--------------------------------------------------------------
Pride International, Inc., has updated the status of its
drilling rig and contract information covering the company's
fleet of offshore drilling rigs, its five drilling management
projects, and a summary of its Eastern Hemisphere-based land
fleet, as of July 1, 2008.

The updated report, titled "Monthly Fleet Update," is available
through the company's website at www.prideinternational.com and
can be accessed at the Investor Relations link.

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides   
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 64 rigs,
including two ultra-deepwater drillships, 12 semisubmersible
rigs, 28 jackups, 10 platform rigs, five managed deepwater rigs
and seven Eastern Hemisphere-based land rigs.  The company has
subsidiaries in France, Netherlands, Venezuela, Bahamas, Mexico,
Malaysia, and Singapore.

                        *     *     *

To date, Pride International carries Standard & Poor's Ratings
Service's BB+ corporate credit rating.  The company's unsecured
debt is also rated BB+ by S&P.  The outlook on the ratings is
stable.



* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

                  Featured Conference

          Oct. 30-31, 2008
          Physician Agreements & Ventures
          The Millennium Knickerbocker Hotel - Chicago
          Brochure will be available soon!

                    *      *      *

          Beard Audio Conferences presents

          Bankruptcy and Restructuring Audio Conference CDs

          More information and list of available titles at:
  http://beardaudioconferences.com/bin/topics?category_id=BAR

                    *      *      *

July 9, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Night at the Races with Business Executive Club and NJCFA
        Meadowlands Racetrack, East Rutherford, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

July 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Networking
        Key Bank, Bellevue, Washington
           Contact: 503-768-4299 or www.turnaround.org

July 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Monthly Meeting
        CityPlace Center, Dallas, Texas
           Contact: or www.turnaround.org

July 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Cynthia Jackson of Smith Hulsey & Busey
        University Club, Jacksonville, Florida
           Contact: http://www.turnaround.org/

July 10-13, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.abiworld.org/events

July 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        Molly Pitcher, Red Bank, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

July 16, 2008
  AMERICAN CONFERENCE INSTITUTE
     Distressed M&A - Innovative Approaches for Expeditiously
        Maximizing Value in Chapter 11, § 363 Sales and
           Out-of-Court Divestitures
              The Carlton, New York, New York
                 Contact: http://www.americanconference.com/

July 21, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Golf Tournament
        The Club at Bear Dance, Larkspur, Colorado
           Contact: 303-847-5026 or www.turnaround.org

July 23, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Secured Lenders Baseball Game
        Marlin Stadium, Miami, Florida
           Contact: 561-882-1331 or www.turnaround.org

July 23, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     The Turnaround Game Challenge
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: www.turnaround.org

July 28, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     7th Annual Golf & Tennis Outing
        Raritan Valley Country Club, Bridgewater, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

July 29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     BBQ & Workplace Challenge
        Jones Beach, Long Island, New York
           Contact: 631-251-6296 or www.turnaround.org

July 29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Employment Issues Following Hurricanes & Disasters
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Networking
        Portland, Oregon
           Contact: 503-738-4299 or www.turnaround.org

Aug. 8, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Women's Spa Event
        Hilton, Short Hills, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Aug. 14, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Nassau vs. Suffolk Softball Game
        Eisenhower Park, East Meadow, New York
           Contact: 631-251-6296 or www.turnaround.org

Aug. 14, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Social & Networking Meeting
        CityPlace Center, Dallas, Texas
           Contact: 972-906-9436 or www.turnaround.org

Aug. 15, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Family Night Baseball
        TBD, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Aug. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Do's and Don'ts of Investing in a Turnaround
        Citrus Club, Orlando, Florida
           Contact: www.turnaround.org/

Sept. 4-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Four Seasons, Las Vegas, Nevada
           Contact: http://www.abiworld.org/

Sept. 4-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons, Las Vegas, Nevada
           Contact: http://www.abiworld.org/

Aug. 27-28, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA 4th Annual Northeast Regional Conference
        Gideon Putnam Resort & Spa, Saratoga Springs, New York
           Contact: www.turnaround.org

Aug. 28, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Arizona Chapter Mixer
        TBD, Phoenix, Arizona
           Contact: 623-581-3597 or www.turnaround.org

Sept. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        Marriott, Bridgewater, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Sept. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Dallas / Fort Worth Restructuring Workshop
        Belo Mansion Dallas, Texas
           Contact: www.turnaround.org

Sept. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        TBD, Long Island, New York
           Contact: www.turnaround.org

Sept. 11-12, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Mid-America Regional Conference
        Oak Brook Hills Marriott Resort, Oak Brook, Illinois
           Contact: www.turnaround.org

Sept. 11-14, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Cross Border Conference
        Grand Okanagan Resort, Kelowna, British Columbia
           Contact: www.turnaround.org

Sept. 12, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC Views from the Bench
        Georgetown University Law Center, Washington, DC
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 16-18, 2008
  ASSOCIATION OF INSOLVENCY &RESTRUCTURING ADVISORS
     2nd Annual Restructuring & Investing Conference
        Shanghai, China
           Contact: http://www.airacira.org/

Sept. 17, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Real Estate / Condo Restructuring Panel
        Marriott North, Fort Lauderdale, Florida
           Contact: www.turnaround.org/

Sept. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Event - CFA/IWIRC/RMA/NJTMA/NYIC
     Maplewood Country Club, Maplewood, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Sept. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Chapter Lunch Program
        Nashville City Center, Nashville, Tennessee
           Contact: 615-850-8678 or www.turnaround.org

Sept. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Healthcare Industry Update - Panel Discussion
        Summit Club, Birmingham, Alabama
           Contact: www.turnaround.org

Sept. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Effective Turnarounds: A View From US Trustees
        TBA, Syracuse, New York
           Contact: www.turnaround.org

Sept. 18-19, 2008
  AMERICAN CONFERENCE INSTITUTE
     Advanced Insolvency Law and Practice Conference
        Paris, France
           Contact: www.americanconference.com

Sept. 24, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     13 Week Cash Flow Workshop: An Overview
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: www.turnaround.org

Sept. 24-25, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Florida Annual Golf Tournament
        Champions Gate Golf Club, Orlando, Florida
           Contact: 561-882-1331 or www.turnaround.org

Sept. 24-26, 2008
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
CONFEDERATION
     IWIRC 15th Annual Fall Conference
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Desert Ridge Marriott, Scottsdale, Arizona
           Contact: http://www.iwirc.org/

Sept. 25, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Case Study with Tom Kim, TMA Small Business of the Year
        Turnaround Award - TMA Arizona Chapter Meeting
           TBD, Phoenix, Arizona
              Contact: www.turnaround.org

Sept. 26, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Marriott Desert Ridge, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 30, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Private Equity Panel
        Centre Club, Tampa, Florida
           Contact: www.turnaround.org/

Oct. 3, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        H. Roe Bartle Hall Convention Center, Kansas City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Luncheon - Chapter 11
        University Club, Jacksonville, Florida
           Contact: http://www.turnaround.org/

Oct. 13, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Standard Club, Chicago, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Charity Golf Event
        Forest Park Golf Course, St. Louis, Missouri
           Contact: www.turnaround.org

Oct. 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Billiards Networking Night
        Herbert's Billiards, Secaucus, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     LI-TMA Member Social
        Davenport Press, Mineola, New York
           Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Meeting
        TBD, Calgary, Alberta
           Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     View from the Bench - Bankruptcy Update
        Summit Club, Birmingham, Alabama
           Contact: www.turnaround.org

Oct. 16, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     How to Contract with a Turnaround Manager
        University Club, Portland, Oregon
           Contact: www.turnaround.org

Oct. 22, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Turnaround Nevada Award Night
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: www.turnaround.org

Oct. 23, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting - Election Oriented
        TBD, Phoenix, Arizona
           Contact: www.turnaround.org

Oct. 23, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Effective Turnarounds: A Panel of Professionals
        TBA, Rochester, New York
           Contact: www.turnaround.org

Oct. 23-24, 2008
  AMERICAN CONFERENCE INSTITUTE
     Distressed Assets Boot Camp
        TBD, London, United Kingdom
           Contact: www.americanconference.com

Oct. 28, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     State of the Capital Markets
        Citrus Club, Orlando, Florida
           Contact: www.turnaround.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Corporate Governance Meetings
        Marriott, New Orleans, Louisiana
           Contact: www.turnaround.org

Oct. 30 & 31, 2008
  BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
     Physicians Agreements and Ventures
           Contact: 800-726-2524; 903-595-3800;
              www.renaissanceamerican.com

Oct. 31, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hilton, Frankfurt, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        Coach House Diner & Restaurant, Hackensack, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Turnaround Case Study
        Summit Club, Birmingham, Alabama
           Contact: www.turnaround.org

Nov. 13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Effective Turnarounds:A View From Workout Consultants
        TBA, Buffalo, New York
           Contact: www.turnaround.org

Nov. 13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     LI-TMA Social
        TBD, Melville, New York
           Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner Meeting
        TBD, Calgary, Alberta
           Contact: 503-768-4299 or www.turnaround.org

Nov. 19, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Program
        Tournament Players Club at Jasna Polana, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Interaction Between Professionals in a
     Restructuring/Bankruptcy
        Bankers Club, Miami, Florida
           Contact: 312-578-6900; http://www.turnaround.org/

Nov. 20, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Senior Housing & Long Term Care
        Washington Athletic Club,Seattle, Washington
           Contact: www.turnaround.org

Nov. 27, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting - Chris Kaup
        TBD, Phoenix, Arizona
           Contact: www.turnaround.org

Dec. 3, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Christmas Function
        Terminal City Club, Vancouver, British Columbia
           Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

Dec. 8, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Gathering
        TBD, Long Island, New York
           Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        Washington Athletic Club, Seattle, Washington
           Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        University Club, Portland, Oregon
           Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        TBD, Phoenix, Arizona
           Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Sponsorships - Annual Golf Outing, Various Events
        TBA, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casurina, Grand Cayman Island, AL
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China’s New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
     for Navigating the Restructuring Process
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Examining the Examiners: Pros and Cons of Using
     Examiners in Chapter 11 Proceedings
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  New 'Red Flag' Identity Theft Rules
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today’s Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Battle of Green & Red: Effect of Bankruptcy
     on Obligations to Clean Up Contaminated Property
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Subprime Sector Meltdown:
     Legal Developments and Latest Opportunities
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite Corporate Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
  Proceedings
     Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/



                            ***********

Tuesday's edition of the TCR-LA features a list of companies
with insolvent balance sheets obtained by our editors based on
the latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical
cost net of depreciation may understate the true value of a
firm's assets.  A company may establish reserves on its balance
sheet for liabilities that may never materialize.  The prices at
which equity securities trade in public market are determined by
more than a balance sheet solvency test.

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual
trades.  Prices for actual trades are probably different.  Our
objective is to share information, not make markets in publicly
traded securities.  Nothing in the TCR-LA constitutes an offer
or solicitation to buy or sell any security of any kind.  It is
likely that some entity affiliated with a TCR-LA editor holds
some position in the issuers' public debt and equity securities
about which we report.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com



                            ***********

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

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

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

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

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

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


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