TCRLA_Public/090710.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

              Friday, July 10, 2009, Vol. 10, No. 135

                            Headlines

A N T I G U A  &  B A R B U D A

STANFORD INT'L: "Fantasy Island" Resort May Bring Higher Recovery
STANFORD INT'L: SFG Employee Says He Didn't Destroy Documents


B E R M U D A

CENTRAL EUROPEAN: Shares Upgraded to "Buy"
CENTRAL EUROPEAN: Kolomoisky to Inject US$100 Million in Cash
RCS LIMITED: Creditors' Proofs of Debt Due on July 24
RCS LIMITED: Members' General Meeting Set for August 14
XL CAPITAL: XL Insurance Expands U.S. Aviation Team

XL CAPITAL: XL Insurance Names New Chief Underwriting Officer


B R A Z I L

AMERICAN AXLE: May Seek Bankruptcy Protection in U.S.
ARACRUZ CELULOSE: Moody's Withdraws Ratings for Business Reasons
BANCO NACIONAL: Loans Up 50% to BRL77.2 Billion in 1st Half 2009
BRAZIL DEVELOPMENT: S&P Reviews Global Foreign Currency Rating
CHEMICAL IV: Moody's Assigns 'Ba1' Rating to Mezzanine Shares

GOL LINHAS: Inks Code Share Pact With American Air
INDEPENDENCIA SA: Denies Plans to Shut Down Two More Plants
JBS SA: Increases Slaughter Capacity by 25%


C A Y M A N  I S L A N D S

ALVERSTOKE OPPORTUNITIES: Commences Wind-Up Proceedings
ASHANTI CAPITAL: Creditors' Proofs of Debt Due on July 16
ASHANTI FINANCE: Creditors' Proofs of Debt Due on July 16
AVENUE ASIA: Commences Wind-Up Proceedings
AVENUE STRATEGIC:  Commences Wind-Up Proceedings

BLACKSTONE KAILIX: Commences Wind-Up Proceedings
BRENCOURT MULTI-STRATEGY: Creditors' Proofs of Debt Due on July 17
CAMCAP E-SPVI: Commences Wind-Up Proceedings
CPE CO-INVESTMENT: Placed Under Voluntary Wind-Up
CPE CO-INVESTMENT: Placed Under Voluntary Wind-Up

FEINGOLD O'KEEFFE: Creditors' Proofs of Debt Due on July 14
GS KILLINGHOLME: Commences Wind-Up Proceedings
HFH DISTRESSED:  Commences Wind-Up Proceedings
POWER WELL: Commences Wind-Up Proceedings
SCHAHIN BRAZIL: Commences Wind-Up Proceedings


C O L O M B I A

BANCOLOMBIA SA: Offers Third Set of Ordinary Notes
ECOPETROL SA: Denies Purchase of Terpel Company


E C U A D O R

PERENCO LTD: Calls on Ecuador Not to Sell Seized Oil
* ECUADOR: Banana Exporters Want EU Sanctioned Over Import Tariffs


H A I T I

* HAITI: Paris Club Creditors Cancel All Debts


J A M A I C A

AIR JAMAICA: To Further Reduce Fleet
DIGICEL LIMITED: Completes US$160 Million Corporate Bond Offering
JPSCO: Incurs US$1.6 Million Net Loss in First Quarter


M E X I C O

ASARCO LLC: Aviva Settlement Agreement Approved
ASARCO LLC: Asbestos Panel Ch. 5 Actions Deadline Moved Post-Plan
ASARCO LLC: Parent Appeals Environmental Settlement Order
CEMEX SAB: Net Income Dropped to Ps2.2 Billion in 2008
GRUMA SAB: Reaches Deal With Two Banks on Derivative Contracts

GRUPO TMM: Add'l Loans Needed to Continue as Going Concern
QUEBECOR WORLD: Reorganized Company to Be Named "Novink"
QUEBECOR WORLD: To Emerge from Bankruptcy Mid-July


P U E R T O  R I C O

NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan


V I R G I N  I S L A N D S

BERNARD L. MADOFF: Vizcaya Missed Deadline to Respond to Lawsuit


                         - - - - -


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A N T I G U A  &  B A R B U D A
===============================


STANFORD INT'L: "Fantasy Island" Resort May Bring Higher Recovery
-----------------------------------------------------------------
Nigel Hamilton-Smith, liquidator and receiver-manager of Stanford
International Bank Limited, said that he may be able to repay
depositors of more than the projected 10 cents on the dollar if he
can persuade developers to build a Caribbean island resort
"fantasy island" in Guiana Island and get U.S. court-appointed
receiver, Ralph Janvey, to stop fighting him for control of
overseas assets, Laurel Brubaker Calkins of Bloomberg News
reports.  Guiana Island is the largest undeveloped island in
Antigua and Barbuda.

According to the report, Mr. Hamilton-Smith said the proposed
"fantasy island" resort may not prove worth the US$3.2 billion its
owner Robert Allen Stanford claimed it was; but proper development
could generate enough value to significantly boost recovery for
investors.  "We could fire-sell it as a naked bit of land . . . or
we could say, now it's got a hotel, luxury villas, a casino, boat
marinas and -- if we do all those things -- this is what its
eventual value is," the report quoted Mr. Hamilton-Smith as
saying.

Bloomberg relates Mr. Hamilton-Smith said Mr. Stanford tried to
"talk up the value" of the planned resort to a certain extent, and
that is what he is trying to do now.  Bloomberg added that U.S.
prosecutors and regulators told a U.S. Judge that Mr. Stanford
inflated the value of Guiana Island 6,000-fold in a series of land
flips conducted last year.

Mr. Hamilton-Smith, the report notes, said his investigators have
located roughly US$1 billion in cash and investments in Stanford-
linked accounts and the liquid assets will only be enough to repay
SIBL's investors at the rate of roughly 10 cents on the dollar;
and any funds realized from the sale of real estate, including the
Caribbean island, would increase the amount available for
depositors.

Bloomberg adds that Mr. Hamilton-Smith said his efforts to speed
repayment to depositors has been hampered by continued conflict
with Mr. Janvey who is fighting for control of Mr. Stanford's
assets in international courts.

                  About Stanford International

Domiciled in Antigua, Stanford International Bank
Limited - http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANFORD INT'L: SFG Employee Says He Didn't Destroy Documents
-------------------------------------------------------------
Morton Lucoff and Andrew M. Harris of Bloomberg News report that
Stanford Financial Group employee Bruce Perraud pleaded not guilty
to destroying documents sought by U.S. Officials.  Mr. Perraud,
indicted by a federal grand jury in Florida, entered his plea in a
Fort Lauderdale federal court before U.S. Magistrate Judge Lurana
Snow.

"We believe that Mr. Perraud is absolutely innocent.  We do not
believe that a single document was destroyed," Edward Shohat, Mr.
Perraud's lead attorney and co-counsel with his wife, Marie, told
Bloomberg News in a telephone interview.

According to the report, Mr. Perraud - a former global security
specialist at Stanford's Fort Lauderdale office -- allegedly had a
document-shredding company destroy a 95-gallon bin full of papers
on Feb. 25, just days after the judge presiding over the U.S.
Securities and Exchange Commission case had issued an order
forbidding the alteration, removal or destruction of Stanford
Financial records.

The case is U.S. v. Perraud, 09cr60129, Southern District of
Florida (Fort Lauderdale).

                 About Stanford International

Domiciled in Antigua, Stanford International Bank
Limited - http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


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


CENTRAL EUROPEAN: Shares Upgraded to "Buy"
------------------------------------------
Central European Media Enterprises Limited's shares were upgraded
to "buy" from "hold", with a target price of US$25, by Morgan
Joseph analyst David Kestenbaum, The Associated Press reports.
The report relates Mr. Kestenbaum said the company's markets may
have hit bottom sooner than expected.

The broadcast network operator's advertising market and financial
profile have improved, said Mr. Kestenbaum in a note obtained by
the news agency.

Headquartered in Bermuda, Central European Media Enterprises Ltd.
-- http://www.cetv-net.com/--   operates TV channels in Central
and Eastern Europe.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 1, 2009, Standard & Poor's Ratings Services said that it
lowered to 'B+ from 'BB-' its long-term corporate credit rating on
Bermuda-based emerging markets TV broadcaster Central European
Media Enterprises Ltd.  S&P also lowered to 'B+' from 'BB-' the
debt ratings on CME's US$475 million senior secured convertible
notes due 2013, EUR245 million notes due 2012, and EUR150 million
notes 2014.  At the same time, S&P removed the ratings on CME and
its debt instruments from CreditWatch, where they were placed with
negative implications on Feb. 26, 2009.  The outlook is stable.


CENTRAL EUROPEAN: Kolomoisky to Inject US$100 Million in Cash
-------------------------------------------------------------
Central European Media Enterprises Ltd. entered into an agreement
with Igor Kolomoisky, a prominent Ukrainian businessman and CME
shareholder and director.  Following an injection of US$100
million in cash and the contribution of 100% of the TET channel
into Studio 1+1 Group, Mr. Kolomoisky will become a 49%
shareholder in CME's Ukrainian operations.  The transaction is
expected to close by the end of the third quarter of 2009, subject
to receipt of regulatory approvals.

The US$100 million cash investment will be used to finance the
activities of Studio 1+1, Kino and TET.  The addition of the TET
TV will enhance CME's multichannel strategy in Ukraine.
Mr. Kolomoisky has also granted CME a put option to sell its 51%
interest to him for a price of US$300 million in cash.  The put
option can be exercised for one year from the closing of the
transaction.

Adrian Sarbu, president and COO, commented: "I am very pleased
with our extended partnership with Mr. Kolomoisky which will
enable us to continue developing our operations in Ukraine and
will add further to our liquidity.  I've been working with Igor
since 2007 and I have great respect for his in-depth knowledge of
Ukraine.  This investment confirms our view that Ukraine will be a
powerful growth engine for CME in the future."

                    About Central European

Headquartered in Bermuda, Central European Media Enterprises Ltd.
-- http://www.cetv-net.com/--   operates TV channels in Central
and Eastern Europe.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 1, 2009, Standard & Poor's Ratings Services said that it
lowered to 'B+ from 'BB-' its long-term corporate credit rating on
Bermuda-based emerging markets TV broadcaster Central European
Media Enterprises Ltd.  S&P also lowered to 'B+' from 'BB-' the
debt ratings on CME's US$475 million senior secured convertible
notes due 2013, EUR245 million notes due 2012, and EUR150 million
notes 2014.  At the same time, S&P removed the ratings on CME and
its debt instruments from CreditWatch, where they were placed with
negative implications on Feb. 26, 2009.  The outlook is stable.


RCS LIMITED: Creditors' Proofs of Debt Due on July 24
-----------------------------------------------------
The creditors of RCS Limited are required to file their proofs of
debt by July 24, 2009, to be included in the company's dividend
distribution.

The company commenced wind-up proceedings on July 7, 2009.

The company's liquidator is:

          Jennifer Y. Fraser
          Canon's Court, 22 Victoria Street
          Hamilton, Bermuda


RCS LIMITED: Members' General Meeting Set for August 14
-------------------------------------------------------
The members of RCS Limited will hold their general meeting on
August 14, 2009, at 9:00 a.m., to receive the liquidator's report
on the company's wind-up proceedings and property disposal.

The company commenced wind-up proceedings on July 7, 2009.

The company's liquidator is:

          Jennifer Y. Fraser
          Canon's Court, 22 Victoria Street
          Hamilton, Bermuda


XL CAPITAL: XL Insurance Expands U.S. Aviation Team
---------------------------------------------------
XL Insurance, the global insurance operations of XL Capital Ltd,
expanded its U.S. Aviation operations with four new appointments
to its New York-based underwriting team.

Eric Donofrio, US Regional Manager for XL Insurance's Aviation
unit, welcomed the appointments of three Class Underwriters Armand
Ferranti, Jr., Eileen Mitchell and Charles Koehler, and business
analyst Isabel Marin.

"Our team's technical underwriting skill and industry knowledge is
the foundation of our success in today's competitive aviation
insurance market," said Mr. Donofrio.  "We're building on that
base with the addition of seasoned professionals . . . whose
experience continues to add strength to our in-house underwriting
capabilities."

"With our experienced aviation underwriting and claims staff
located in New York, London, Toronto, and Munich, we are able to
provide our brokers and clients direct access to our expertise,"
Mr. Donofrio said, noting that XL Insurance's global Aerospace
operations provide a broad spectrum of aviation coverage for
clients around the world.  "We anticipate that the team will
continue to grow in 2009 and 2010," he added.

                        About XL Insurance

XL Insurance -- http://www.xlinsurance.com/-- is the global brand
used by member insurers of the XL Capital Ltd.

                         About XL Capital

Headquartered in Hamilton, Bermuda, XL Capital Ltd provides
insurance and reinsurance coverages through its operating
subsidiaries to industrial, commercial and professional
service firms, insurance companies and other enterprises on a
worldwide basis.  As of December 31, 2008, XL Capital Ltd reported
total invested assets of US$34.3 billion and shareholders' equity
of US$6.6 billion.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
Feb. 18, 2009, Moody's Investors Service affirmed XL Capital Ltd's
"Ba1" preferred stock rating.


XL CAPITAL: XL Insurance Names New Chief Underwriting Officer
-------------------------------------------------------------
XL Insurance, the global insurance operations of XL Capital Ltd,
appointed Neil Robertson as Chief Underwriting Officer for its
Global Specialty business.  In his new role Mr. Robertson will be
responsible for the company's global speciality lines and will
assume the role of Active Underwriter of XL Syndicate 1209 at
Lloyd's of London, managed by XL London Market Ltd.  Mr. Robertson
will continue to be based in London.

Prior to his appointment Mr. Robertson was global head of XL
Insurance's Fine Art & Specie and Equine operations.  He will
maintain his active involvement in managing these businesses as
part of his broader responsibilities.

Commenting on the appointment, Dave Duclos, Chief Executive of XL
Insurance, said: "XL Insurance is known for its expertise in
underwriting global risks across a wide range of products and our
commitment to client and broker service.  Global Specialty is an
integral part of this insurance offering.  "[Mr. Robertson]'s
significant experience across various specialist lines of business
leaves him well placed to continue the growth of our Specialty
business operation inside and outside the Lloyd's market."

                       About XL Insurance

XL Insurance -- http://www.xlinsurance.com/-- is the global brand
used by member insurers of the XL Capital Ltd.

                         About XL Capital

Headquartered in Hamilton, Bermuda, XL Capital Ltd provides
insurance and reinsurance coverages through its operating
subsidiaries to industrial, commercial and professional
service firms, insurance companies and other enterprises on a
worldwide basis.  As of December 31, 2008, XL Capital Ltd reported
total invested assets of US$34.3 billion and shareholders' equity
of US$6.6 billion.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
Feb. 18, 2009, Moody's Investors Service affirmed XL Capital Ltd's
"Ba1" preferred stock rating.


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


AMERICAN AXLE: May Seek Bankruptcy Protection in U.S.
-----------------------------------------------------
J.P. Morgan said that American Axle & Manufacturing Holdings,
Inc., might be the next auto supplier to file for bankruptcy
protection, Geoffrey Rogow at The Wall Street Journal reports.

J.P. Morgan, says WSJ, sees these possibilities for American Axle:

     -- covenant extensions,

     -- aid from General Motors Corp., and

     -- CEO Dick Dauch fighting to avoid Chapter 11.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on June 11, 2009,
Fitch Ratings said its 'CCC' issuer default ratings on American
Axle & remain on Watch Negative.

According to the TCR on May 14, 2009, Moody's Investors Service
lowered American Axle's Probability of Default Rating to Caa3 from
Caa1, and its Corporate Family Rating to Ca from Caa1.  In a
related action Moody's also lowered the rating on the company's
secured bank credit facilities to Caa2 from B2, lowered the rating
on the unsecured guaranteed notes to Ca from Caa2, and lowered the
rating on the unsecured convertible notes to Ca from Caa2.  The
Speculative Grade Liquidity Rating was affirmed at SGL-4.  The
outlook is negative.

Deloitte & Touche LLP, American Axle's auditor, has raised
substantial doubt about the ability of the Company to continue as
a going concern.  Deloitte noted the significant downturn in the
domestic automotive industry which has an adverse impact on
American Axle's two largest customers.


ARACRUZ CELULOSE: Moody's Withdraws Ratings for Business Reasons
----------------------------------------------------------------
Moody's Investors Service has withdrawn all of Aracruz Celulose
S.A.'s ratings for business reasons.

The last rating action for Aracruz was on April 16, 2009, when
Moody's upgraded the company's corporate family ratings to Ba1
from Ba2 on the global scale and to Aa2.br from A1.br on the
Brazilian national scale, and assigned a negative outlook.

Aracruz Celulose S.A. is a low-cost producer of bleached hardwood
kraft market pulp, having reported consolidated net revenues of
US$1.8 billion in the last twelve months ended on March 31, 2009,
including 50% of Veracel S.A., a joint-venture with Stora Enso
(rated Ba2, negative outlook).


BANCO NACIONAL: Loans Up 50% to BRL77.2 Billion in 1st Half 2009
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA's approved
loans in the first half this year increased 50% to BRL77.2 billion
(US$38.6 billion), John Kolodziejski of Dow Jones Newswires
reports, citing a bank statement.  The report relates the bank
also received 40% more investment loan inquiries, which totaled
BRL111.7 billion in the first half of the year.

"The number of inquiries signals continuing investment in Brazil's
economy, above all in sectors serving the domestic market.  The
growth in the mass of the salaries, along with a reduction in
unemployment and expansion of family consumption, has contributed
to the maintaining investment, especially in consumer durables,"
the bank said in a statement obtained by the news agency.

According to Dow Jones Newswires, BNDES said loan approvals for
infrastructure projects rose 45% year-on-year to BRL23.7 billion
with energy projects alone accounting for BRL10.9 billion; while
BNDES finance for industry leapt 59% to BRL42.7 billion.

                          About BNDES

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

                          *     *     *

As of June 25, 2009, the company continues to carry Moody's
Investors Service's Ba2 foreign long-term bank deposit rating.


BRAZIL DEVELOPMENT: S&P Reviews Global Foreign Currency Rating
--------------------------------------------------------------
Moody's has placed the A1 global foreign currency rating of the
secured notes issued by Brazil Development Funding Corporation on
review for possible downgrade.  The rating action on the secured
notes follows Moody's recent rating action on Banco Nacional de
Desenvolvimento Economico e Social.  On July 7, 2009, BNDES's A1
global local currency issuer rating was placed on review for
possible downgrade. In the same rating action, Moody's placed
BNDES' Ba2 long-term foreign-currency deposit rating and its Baa3
long-term foreign currency debt rating on review for possible
upgrade.

The rating assigned to the structured notes is linked to the
fundamental credit quality of BNDES, as reflected by its global
local currency rating.  As a result of this linkage, any change in
BNDES global local currency rating may also result in a change in
the rating of the structured notes.

The Brazilian Development Bank, headquartered in Rio de Janeiro,
was established in 1952 and is a federal public company that is
associated to the Ministry of Development, Industry and Foreign
Trade.

The complete rating action is:

* Brazil Development Corporation Secured Notes due 2011: A1 global
  foreign currency rating placed on review for a possible
  downgrade; the last rating action occurred on November 20, 2006,
  when the rating was upgraded to A1 from A3.


CHEMICAL IV: Moody's Assigns 'Ba1' Rating to Mezzanine Shares
-------------------------------------------------------------
Moody's America Latina has assigned definitive ratings of Aaa.br
(Brazilian National Scale) and Baa3 (Global Scale, Local Currency)
to the Senior Shares, and Ba1.br (Brazilian National Scale) and B2
(Global Scale, Local Currency) to the Mezzanine Shares, to be
issued by Chemical IV - FIDC Industria Petroquimica, a securitized
transaction backed by a pool of trade receivables originated by
Braskem S.A.

The ratings are based on these factors, among others:

  -- Overcollateralization ratio ranging from a minimum of 110% to
    a maximum of 115% for the benefit of the Senior Shares
    outstanding, and 102.04% for the Mezzanine Shares, to mitigate
    losses, dilution and potential interest rate mismatches;

-- The eligibility parameters of the trade receivables to be
    acquired by the issuer, which include concentration limits by
    client, delinquency by client, and maximum term of the trade
    receivables;

-- The ability of Banco Bradesco S.A. (A1 Long-term Bank Deposit
    Rating in the Global Local Currency Scale & Aaa.br in the
    Brazilian National Scale) to act as master and back-up
    servicer for the transaction; and

-- The legal structure of the transaction, including the
    bankruptcy remoteness of the issuer.

-- The originator is Braskem S.A., a large Brazilian manufacturer
    of petrochemical products rated Aa2.br (Brazilian National
    Scale) and Ba1 (Global Local, Currency Scale).

The transfer of receivables from the originators to the issuer is
structured as a true sale and a definitive assignment of the
contracts as set forth in the assignment of transferred credits
under the Brazilian civil code.

Chemical IV - FIDC will have a tenor of 18 months, with Senior and
Mezzanine Shares being amortized in 12 monthly payments after a 6-
month grace period.  Interest on both Senior Shares and
Subordinated Mezzanine Shares will be paid on a monthly basis only
during the amortizing period.

The complete rating action is:

* Chemical IV - FIDC Senior Shares - Aaa.br (National Scale) &
  Baa3 (Global Scale, Local Currency).

* Chemical IV - FIDC Mezzanine Shares - Ba1.br (National Scale) &
  B2 (Global Scale, Local Currency).


GOL LINHAS: Inks Code Share Pact With American Air
--------------------------------------------------
GOL Intelligent Airlines aka GOL Linhas Areas Inteligentes S.A.
entered into a reciprocal frequent flyer agreement with American
Airlines, which will allow members of each frequent flyer program
to earn and redeem miles on each other's airline and lays the
groundwork for a code-share agreement.

"This agreement adds additional value for each airline's
customers.  With this collaboration, not only are we offering
SMILES members service across the United States but we're also
providing access to destinations in all continents through a
partner that offers a high quality product," says Constantino de
Oliveira Junior, GOL's CEO.   "Similarly, GOL will now offer
American Airlines customers access to more destinations within
South America's largest country and the continent's fastest
growing airline."

Beginning August 1, 2009, SMILES members will earn miles when they
purchase and fly on an eligible fare ticket on American Airlines.
Alternatively, AAdvantage(R) members will earn miles when they fly
on an eligible fare ticket on GOL or VARIG.  In the second half of
2009, members will also be able to redeem miles for travel on any
of the airlines.

In addition to the benefits of the frequent flyer agreement, GOL
and American have a Memorandum of Understanding for the
implementation of a code-share agreement, expected to start in the
4Q09.  Under the agreement, American will add its code to GOL
flights from Sao Paulo, Rio de Janeiro, Belo Horizonte, Salvador
and Recife offering passengers seamless connections.

                   About American Airlines

American Airlines, American Eagle and AmericanConnection serve 250
cities in 40 countries with, on average, more than 3,400 daily
flights.  The combined network fleet numbers more than 900
aircraft.  American Airlines is a founding member of the oneworld
Alliance, which brings together some of the best and biggest names
in the airline business, enabling them to offer their customers
more services and benefits than any airline can provide on its
own.  Together, its members serve nearly 700 destinations in more
than 130 countries and territories.  American Airlines, Inc. and
American Eagle Airlines, Inc. are subsidiaries of AMR Corporation.

                        About GOL Linhas

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

                          *     *     *

As of May 19, 2009, the company continues to carry Moody's B1
long-term corporate family ratings.  The company also continues to
carry Fitch's B+ Issuer Credit Ratings and B Senior Unsecured
Rating and Preferred Stock ratings.


INDEPENDENCIA SA: Denies Plans to Shut Down Two More Plants
-----------------------------------------------------------
Independencia SA has denied a Relatorio Reservado report that it
is planning to shutdown two additional slaughterhouses in Brazil,
Bloomberg News reports, citing an e-mail statement.

According to a separate Bloomberg report, Relatorio Reservado
reported that the company has shut several plants and fired
thousands of people.

Independencia SA -- http://www.independencia.com.br/-- is
Brazil's fourth largest meat exporter.  It filed for bankruptcy
protection earlier this year after the global economic crisis
caused exports to slump.  Independencia S.A. filed its Chapter 15
petition on March 27, 2009 (Bankr. S.D. N.Y., Case No. 09-10903).
Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, is the
Debtor's counsel.


JBS SA: Increases Slaughter Capacity by 25%
-------------------------------------------
JBS SA increased its slaughtering and deboning capacity in Brazil
by around 25% through the leasing of five more plants, Inae
Riveras of Reuters reports.

According to the report, the facilities, all located in the
center-western state of Mato Grosso, will raise the company's
slaughter capacity in the South American country by 5,150 head per
day to more than 26,000 per day.  "The integration of these
plants, which are cleared to export to the world's main markets,
strengthens the company's position in Brazil," the report quoted
JBS as saying.

Reuters notes that a wave of consolidation is expected to take
place in Brazil's beef sector, which leveraged strongly in recent
years and was hit hard by the global financial crisis.  The report
relates several beef companies have filed for bankruptcy
protection in recent months.

                         About JBS SA

JBS SA is one of the world's largest beef producers with
operations in Brazil, the United States, Argentina, Australia and
Italy.  The company is the largest producer and exporter of fresh
meat and meat by-products in Brazil, Argentina and Australian and
the third largest in the USA.

                        *      *     *

As of June 17, 2009, the company continues to carry Moody's B1 LT
Corp rating and B1 Senior Unsecured Debt rating.  The company also
continues to carry Standard and Poors LT issuer Credit ratings B+.


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


ALVERSTOKE OPPORTUNITIES: Commences Wind-Up Proceedings
-------------------------------------------------------
Alverstoke Opportunities Master Fund L.P. commenced wind-up
proceedings on June 8, 2009.


ASHANTI CAPITAL: Creditors' Proofs of Debt Due on July 16
---------------------------------------------------------
The creditors of Ashanti Capital (Second) Limited are required to
file their proofs of debt by July 16, 2009, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on June 15, 2009.

The company's liquidator is:

          Hendrik Johannes Snyman
          c/o Maples and Calder, Attorneys-at-law
          PO Box 309, Ugland House
          Grand Cayman KY1-1104, Cayman Islands


ASHANTI FINANCE: Creditors' Proofs of Debt Due on July 16
---------------------------------------------------------
The creditors of Ashanti Finance (Cayman) Limited are required to
file their proofs of debt by July 16, 2009, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on June 15, 2009.

The company's liquidator is:

          Hendrik Johannes Snyman
          c/o Maples and Calder, Attorneys-at-law
          PO Box 309, Ugland House
          Grand Cayman KY1-1104, Cayman Islands


AVENUE ASIA: Commences Wind-Up Proceedings
------------------------------------------
Avenue Asia Equity International Master, L.P. commenced wind-up
proceedings on June 9, 2009.


AVENUE STRATEGIC:  Commences Wind-Up Proceedings
------------------------------------------------
Avenue Strategic Partners Master, L.P. commenced wind-up
proceedings on June 9, 2009.


BLACKSTONE KAILIX: Commences Wind-Up Proceedings
------------------------------------------------
Blackstone Kailix Holdings L.P. commenced wind-up proceedings on
June 9, 2009.


BRENCOURT MULTI-STRATEGY: Creditors' Proofs of Debt Due on July 17
------------------------------------------------------------------
The creditors of The Brencourt Multi-Strategy Enhanced Dedicated
Fund L.P. are required to filed their proofs of debt by July 17,
2009, to be included in the company's dividend distribution.

The Exempted Limited Partnership commenced wind-up proceedings on
March 6, 2009.


CAMCAP E-SPVI: Commences Wind-Up Proceedings
--------------------------------------------
CAMCAP E-SPVI Offshore Master Fund L.P. commenced wind-up
proceedings on June 9, 2009.


CPE CO-INVESTMENT: Placed Under Voluntary Wind-Up
-------------------------------------------------
CPE Co-Investment (BCE) Cayman L.P. commenced voluntary wind-up on
May 15, 2009.


CPE CO-INVESTMENT: Placed Under Voluntary Wind-Up
-------------------------------------------------
CPE Co-Investment (BCE II) Cayman L.P. commenced voluntary wind-up
on May 15, 2009.


FEINGOLD O'KEEFFE: Creditors' Proofs of Debt Due on July 14
-----------------------------------------------------------
The creditors of Feingold O'Keeffe Select Opportunities Master
Fund (Cayman), L.P. are required to file their proofs of debt by
July 14, 2009, to be included in the company's dividend
distribution.

The limited partnership commenced wind-up proceedings on Dec. 1,
2008.

The company's liquidator is:

          Ogier
          c/o Jonathan McLean
          Queensgate House, South Church Street
          PO Box 1234, Grand Cayman KY1-1108, Cayman Islands
          Telephone: (345) 815-1805
          Facsimile: (345) 949 1986


GS KILLINGHOLME: Commences Wind-Up Proceedings
----------------------------------------------
GS Killingholme Cayman Investments IV, L.P. commenced wind-up
proceedings on June 3, 2009.


HFH DISTRESSED:  Commences Wind-Up Proceedings
----------------------------------------------
HFH Distressed Credit Master Fund, L.P. commenced wind-up
proceedings on May 31, 2009.


POWER WELL: Commences Wind-Up Proceedings
-----------------------------------------
Power Well Service Holdings, LP commenced wind-up proceedings on
May 29, 2009.

The company's liquidator is:

          Power Well Cayman Corp.
          c/o Walkers Corporate Services Limited
          87 Mary Street, George Town
          Grand Cayman KY1-9002, Cayman Islands


SCHAHIN BRAZIL: Commences Wind-Up Proceedings
---------------------------------------------
Schahin Brazil Realty Feeder Fund (Cayman), L.P. commenced wind-up
proceedings on June 5, 2009.


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


BANCOLOMBIA SA: Offers Third Set of Ordinary Notes
-------------------------------------------------
Bancolombia S.A. disclosed the local public offering of tranche 3
of Bonos Ordinarios Bancolombia.  This issuance and offering is
the third of multiple and successive issuances of global
Bancolombia Ordinary Notes, which are limited to an aggregate
principal amount of COP1,500,000,000,000.

In the Third Offering, Bancolombia will issue and offer 350,000
Bancolombia Ordinary Notes with an aggregate principal amount of
COP350,000,000,000 (US$167 million).

Bancolombia may choose to increase the aggregate principal amount
of the offering of Ordinary Notes by COP150,000,000,000
(US$72 million), for a total amount of COP500,000,000,000
(US$239 million).

                     About Bancolombia S.A.

Bancolombia S.A. is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and
US$1.4 billion in shareholders' equity as of Sept. 30, 2006.
Bancolombia is the only Colombian company with an ADR level III
program in the New York Stock Exchange.

                          *     *     *

In May 2009, Moody's Investors Service upgraded from D to D+,
Bancolombia S.A.'s financial strength rating.  The outlook on the
BFSR was changed to "stable", from "positive".  Bancolombia's
long-term and short-term local currency deposit ratings of "Baa2"
and "Prime- 3", as well as the long-term and short-term foreign
currency deposit ratings of "Ba2" and "Not Prime" were affirmed by
Moody's.  Bancolombia's foreign currency subordinated debt rating
of"Baa3" was also affirmed with a stable outlook by the rating
firm.

Fitch Ratings affirmed on June 2009 Bancolombia's long- and short-
term Issuer Default Ratings and outstanding debt ratings as
follows: Long-term foreign currency IDR at 'BB+'; Short-term
foreign currency IDR at 'B'; Long-term local currency IDR at
'BB+'; Short-term local currency IDR at 'B'; Individual at 'C/D';
Support at '3'; Support Floor at 'BB-'.  At the same time the
rating for Bancolombia's subordinated debt maturing May 2017 was
affirmed at 'BB'. The Rating Outlook is Stable.


ECOPETROL SA: Denies Purchase of Terpel Company
-----------------------------------------------
Ecopetrol S.A. has denied reports that it purchased Terpel company
for US$1.5 billion, Page One Daily News reports, citing a company
spokesman.

According to the report, the company said it is evaluating the
possibility of dealing in the retail distribution of fuels.  An
unnamed company executive said Ecopetrol is looking into the
possibility of dealing in the field of retail fuels distribution,
but as yet has no specific purchase in process.

Ecopetrol S.A. -- http://www.ecopetrol.com.co.-- is the largest
company in Colombia as measured by revenue, profit, assets and
shareholders' equity.  The company is Colombia's only vertically
integrated crude oil and natural gas company with operations in
Colombia and overseas.  Ecopetrol is one of the 40 largest
petroleum companies in the world and one of the four principal
petroleum companies in Latin America.  It is majority owned by the
Republic of Colombia and its shares trade on the Bolsa de Valores
de Colombia S.A. (BVC) under the symbol ECOPETROL.  The company
divides its operations into four business segments that include
exploration and production; transportation; refining; and
marketing of crude oil, natural gas and refined-products.

                       *     *     *

As of July 1, 2009, the company continues to carry Fitch Ratings'
BB+ foreign currency issuer default ratings.


=============
E C U A D O R
=============

PERENCO LTD: Calls on Ecuador Not to Sell Seized Oil
----------------------------------------------------
Perenco Ecuador Limited called on the government of Ecuador to
cease efforts to sell oil seized from Blocks 7 and 21 in defiance
of orders by international arbitration tribunals, and instead to
seek a negotiated solution to the dispute concerning the
applicability of Law 42 to Blocks 7 and 21.

Perenco Ecuador is the Operator of Blocks 7 and 21 in Ecuador.  On
February 19, 2009, the Republic of Ecuador and its oil company,
Empresa Estatal Petroleos del Ecuador -- Petroecuador, commenced a
coercive process to collect from Perenco approximately
US$327 million they claimed were due under a 2006 Ecuadorian law
by which the government asserts a right to 99% of the oil revenues
above an arbitrary "reference price."  In March 2009, Petroecuador
began seizing crude oil produced by Perenco and its consortium
partner, Burlington Resources Oriente Ltd., from Blocks 7 and 21
in Ecuador to satisfy the alleged Law 42 debt.

However, on May 8, 2009, a three-member international arbitration
tribunal constituted under the auspices of the International
Centre for the Settlement of Investment disputes unanimously
ordered that the Republic of Ecuador and Petroecuador were
restrained from "instituting or further pursuing any
action" -- including oil seizures -- "to collect from Perenco any
payments [they] claim are owed . . . pursuant to Law 42."  The
tribunal made clear that such are orders "are binding on the party
to which they are directed" and that the parties "are under an
international obligation to comply" with them.

Despite these ICSID tribunal orders, the Ecuadorian government has
twice attempted to auction the crude oil it has seized from
Perenco and Burlington.  Petroecuador first attempted to sell the
seized oil at an auction in May, but no buyers materialized.  On
July 3, Petroecuador convened a second auction, but the only
bidder was Petroecuador itself.  Petroecuador has announced an
intention to conduct a third auction.

Rodrigo Marquez, Latin American Regional Manager for the Perenco
Group, said: "The failure of these auctions indicates that the
international business community has taken heed of the arbitration
tribunal orders and the risks of buying oil that the Government
has no right to sell."

Mr. Marquez added: "We continue to believe that a negotiated
solution is best for everyone.  However, whether there are
negotiations is at this point up to the government.  They have a
clear choice.  If they continue attempting to enforce the coercive
measures, there will be no negotiations and the situation will
deteriorate further.  Perenco can neither negotiate, nor be
expected to continue to operate, when the Government -- in
defiance of orders by two international arbitration tribunals --
is seizing our entire production, forcing us to absorb all the
costs and risks, and essentially demanding that we operate the
Blocks for the government's sole benefit.  On the other hand, the
government could choose to comply with the tribunal orders by
suspending those measures.  The tribunals established that during
the pendency of the dispute the Blocks 7 and 21 crude should
continue to be sold by Perenco and Burlington, with the disputed
portion of the sale price put in escrow.  As soon as the
government decides to comply with those orders, the path will be
clear for further negotiations."

Mr. Marquez said: "The Government had a fair opportunity to make
its case to the arbitration tribunals, and in both instances the
tribunals concluded that the Government's position was wrong. The
tribunal orders are binding international obligations, which are
also part of Ecuador's legal system.  We believe disputes that
cannot be settled by the parties should be resolved by the rule of
law in an international forum, not by coercive measures."

                     About Perenco Ecuador

Perenco - http://www.perenco.com/- is an exploration and
production company dedicated to developing oil and natural gas
potential.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 5, 2009, Reuters said Ecuador will freeze the income of
720,000 barrels of oil produced by Perenco after the French oil
company failed to settle EUR350 million in late taxes.  Reuters
noted under Ecuadorean law, the state could temporarily seize
assets or freeze accounts of a company to force payment.


* ECUADOR: Banana Exporters Want EU Sanctioned Over Import Tariffs
------------------------------------------------------------------
Banana exporters from Ecuador called on the government to sanction
the European Union if the bloc fails to cut import tariffs,
Eduardo Garcia of Reuters reports.  "If by this summer, the EU's
negotiating charade continues, and no legally solid settlement has
been reached with large, enforceable tariff cuts equal to those
agreed in Geneva last July, Ecuador will have to take reprisals,"
the exporter group said in a statement obtained by the news
agency.

Reuters relates Ecuador has been locked in a long-running trade
dispute with the EU over the bloc's import tariffs on the fruit
that most Latin American exporters say is too high.  The report
relates Latin American countries led by Ecuador have said the EU
must stick to a tariff deal negotiated in July 2008.

Under the deal, Reuters relates, EU would have cut its banana
import tariff of GBP176 (US$227.50) per tonne to GBP114 by 2016,
with an initial cut next year to GBP148.

                       *     *     *

As reported by the Troubled Company Reporter-Latin America on
December 17, 2008, Fitch Ratings downgraded Ecuador's long-term
foreign currency Issuer Default Rating (IDR) to 'RD' from 'CCC'
following the expiration of the grace period for the coupon
payment on the 2012 global bonds that was due on Nov. 15 and the
government's announcement that it will selectively default on all
global bonds.  The short-term foreign currency rating was
downgraded to 'D' from 'C'.  The country ceiling remains at 'B-'.


=========
H A I T I
=========

* HAITI: Paris Club Creditors Cancel All Debts
----------------------------------------------
The representatives of the Paris Club creditor countries and of
the Republic of Haiti agreed on July 8, 2009 on a debt
cancellation following Haiti's having reached its Completion Point
under the enhanced initiative for the Heavily Indebted Poor
Countries on June 30, 2009.

As a contribution to restoring the Republic of Haiti's debt
sustainability, Paris Club creditors decided to cancel USD62.73
million, which represents the Paris Club's share of the effort in
the framework of the enhanced HIPC Initiative. Creditors welcome
and support the Republic of Haiti's commitment to seek comparable
treatment from all their other external creditors (including other
creditor countries).

Paris Club creditors also committed on a bilateral and voluntary
basis to cancel an additional USD152 million.

As a result of this agreement and additional bilateral efforts,
the Republic of Haiti's debt to Paris Club creditors will be
entirely cancelled.

Paris Club creditors welcomed the Republic of Haiti's
determination to implement a comprehensive poverty reduction
strategy and an ambitious economic programme providing the basis
for sustainable economic growth in the context of a difficult
global economic environment.

The Republic of Haiti committed to allocate the resources freed by
the present debt cancellation to priority areas identified in the
country's poverty reduction strategy.

Background notes

1. The Paris Club was formed in 1956. It is an informal group of
   creditor governments from major industrialized countries. It
   meets on a monthly basis in Paris with debtor countries in
   order to agree with them on restructuring their debts.

2. The members of the Paris Club which participated in the
   restructuring of the Republic of Haiti's debt were
   representatives of the Governments of Belgium, Canada, Denmark,
   France, Germany, Italy, the Netherlands, Spain, the United
   Kingdom and the United States of America.

Observers at the meeting were representatives of the Governments
of Japan and the Russian Federation as well as the International
Monetary Fund, the International Development Association and the
Inter-American Development Bank.

The delegation of the Republic of Haiti was headed by Mr Daniel
DORSAINVIL, Minister of Economy and Finance. The meeting was
chaired by Mr Julien RENCKI, Vice Chairman of the Paris Club,
Deputy Assistant Secretary at the Treasury and Economic Policy
Department of the French Ministry of Economy, Industry and
Employment.

Technical notes

1. The Republic of Haiti's economic program is supported by an
   arrangement under the Poverty Reduction and Growth Facility
   approved in November 2006.

2. The Republic of Haiti's public external debt was estimated to
   be USD1885 million in nominal value at end September 2008
   (source: IMF and IDA documents). At the same date, the Republic
   of Haiti's public external debt due to Paris Club creditors was
   estimated to be USD214.8 million (source: Paris Club).

3. IDA-administered EU loans are included in this treatment.


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


AIR JAMAICA: To Further Reduce Fleet
------------------------------------
State-owned Air Jamaica Limited will continue to reduce its fleet
of planes as the government prepares to hand over the airline to
new owners, RadioJamaica reports.  RadioJamaica, citing a report
by flightglobal.com, relates that two more aircraft will be
returned early to International Lease Finance Corporation in
addition to the four Airbus that were previously sent back.

According to RadioJamaica, Air Jamaica CEO Bruce Nobles said that
an A321-200 aircraft will exit Air Jamaica's fleet by July 31,
followed by an A320-200 by September 15.  RadioJamaica says that
while the airline's business plan still calls for down-sizing its
fleet from 15 aircraft to nine between 2009 and 2010, Mr. Nobles
said the airline is still evaluating the expected demand after the
summer peak.

The report notes Mr. Nobles said the carrier may do a sale and
leaseback.  The report adds that Mr. Nobles said the new owner of
the airline might want to consider other options, so the current
management will facilitate maximum flexibility.

The Jamaican government is expected to name Air Jamaica's new
owner later this month.

                       About Air Jamaica

Headquartered in Kingston, Jamaica, Air Jamaica Limited --
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 owned 25% of the company after it went private
in 1994.  However, in late 2004, the government assumed full
ownership of the airline after an investor group turned over its
75% stake.  The Jamaican government does not plan to own Air
Jamaica permanently.

                          *     *     *

As of June 30, 2009, the company continues to carry Moody's LT
Corp Family rating and Senior Unsecured Debt rating at B2.  The
company also continues to carry Standard and Poor's LT Foreign
Issuer Credit Rating at B-.


DIGICEL LIMITED: Completes US$160 Million Corporate Bond Offering
-----------------------------------------------------------------
Digicel Limited has completed a US$160 million corporate bond
offering, which is a reopening of the US$350 million of 12% senior
notes due 2014 that were sold in March 2009.

A further US$90 million of the existing 2014 bonds held by
Denis O'Brien, were also successfully placed as part of the
transaction.

The bonds were priced at 99.5% and the offering was two times
over-subscribed.  The use of proceeds of the offering will be for
general corporate purposes, including debt service and
acquisitions, and allows the company to increase its overall
liquidity position.

The offering was led by Credit Suisse, with Citi and J.P. Morgan
acting as joint book-runners on the deal.

Colm Delves, CEO of Digicel Group Ltd, said: "We are delighted
with the support we have received from our investors in this
transaction, demonstrating their continuing confidence in
Digicel's strong position in the Caribbean and our prospects in
Central America."  Mr. Delves continued: "The transaction further
adds to Digicel's liquidity and will enable us to take advantage
of expansion opportunities as they present themselves."

                         About Digicel

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao.  Digicel finished FY2005 with
1.722 million total subscribers -- 97% pre-paid -- estimated
market share of 67% and revenues and EBITDA of US$478 million
and US$155 million, respectively.

                          *     *     *

As of July 9, the company continues to carry these low ratings
from Moody's Investors Service:

   -- B2 LT Corp Family rating
   -- Caa1 senior unsecured debt
   -- Ba2 probability of default


JPSCO: Incurs US$1.6 Million Net Loss in First Quarter
------------------------------------------------------
The Jamaica Gleaner reports that operationally, Jamaica Public
Service Company is reporting a profit of US$22 million (J$1.95
billion) in its first quarter ending March 31, 2009, but with
liabilities that track about six times earnings and a multimillion
exposure to foreign exchange risk, the utility, on a net basis,
has done very poorly in the period.

JPSCO closed the quarter with US$1.6 million (J$142 million) in
the red -- compared to a profit of US$5.6 million in the March
2008 period -- the result of financing charges of US$24.5 million
that included more than US$16.4 million of foreign exchange
losses, the Jamaica Gleaner reports.

The company, the report adds, remains highly leveraged with rising
long- and short-term loans of US$286 million at March 2009, from
US$274 million a year earlier.

                            About JPSCO

Headquartered in Kingston, Jamaica -- https://www.jpsco.com --
Jamaica Public Service Company Limited (JPSCO) is an integrated
electric utility company and the sole distributor of electricity
in Jamaica.  The company is engaged in the generation,
transmission and distribution of electricity, and also purchases
power from five Independent Power Producers.  Japanese-based
Marubeni Corporation owns 80 percent of the company.  The
Government of Jamaica and a small group of minority shareholders
own the remaining shares.  JPS currently has approximately 582,000
customers who are served by a workforce of over 1,600 employees.
The Company owns and operates 28 generating plants, 54
substations, and approximately 14,000 kilometers of distribution
and transmission lines.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 9, 2009, Radio Jamaica said JPSCO may shutdown its
operations if the company fails to settle a long-standing dispute
over outstanding payments to employees.  The same report said
employees unions contended the payments are owed for overtime work
and redundancy adjustments from 2001 to 2007, which amounts to
about JM$600 million.


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


ASARCO LLC: Aviva Settlement Agreement Approved
-----------------------------------------------
At a June 30, 2009 hearing, Judge Schmidt overruled objections
filed against the approval of ASARCO LLC's settlement agreement
with Aviva Canada Incorporated.  The terms of the order approving
the settlement were stated on the record by the Court.

Pursuant to the settlement, Aviva will buy back its insurance
rights for US$1,150,000, which funds have been paid and deposited
by ASARCO into an interest bearing segregated account.

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.

ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC 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.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  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 October 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 December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for US$1.1 billion in cash and a
$600 million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to US$2.7 billion in cash and a
US$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Asbestos Panel Ch. 5 Actions Deadline Moved Post-Plan
-----------------------------------------------------------------
ASARCO LLC and the Official Committee of Unsecured Creditors for
the Asbestos Subsidiary Debtors agree to further toll and extend
the time by which the Asbestos Committee may commence actions
under Chapter 5 of the Bankruptcy Code to 90 days after the
effective date of a confirmed plan of reorganization in the
bankruptcy cases, unless ASARCO, the Subsidiary Debtors, and the
Subsidiary Committee agree otherwise in writing.  Nothing in the
Agreement will revive, extend, or reinstate any limitations
period that expired prior to April 10, 2007.

The Court previously approved the parties' agreement to toll and
to extend until July 1, 2009, the time by which the Asbestos
Committee may commence actions.

                      About ASARCO LLC

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.

ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC 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.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  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 October 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 December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for US$1.1 billion in cash and a
$600 million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to US$2.7 billion in cash and a
US$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Parent Appeals Environmental Settlement Order
---------------------------------------------------------
Asarco Incorporated previously notified the U.S. Bankruptcy Court
for the Southern District of Texas that it would take an appeal
of Judge Schmidt's order entered on June 5, 2009, approving the
settlement agreement and compromise of certain environmental
claims filed against the Debtors' bankruptcy estates, including
the specific orders included in the Global Order.

Through its appeal, the Parent want the District Court to review
whether Judge Schmidt erred, as a matter of law, in:

  (1) approving the Amended Settlement Agreement and Consent
      Decree Regarding Residual Environmental Claims for the
      Coeur d'Alene, Idaho, Omaha, Nebraska, and Tacoma,
      Washington Environmental Sites among the United States,
      the States of Washington and Nebraska, and ASARCO, as that
      settlement pertains to the Omaha, Nebraska Lead Site,
      insofar as the Bankruptcy Court restricted the procedural
      fairness inquiry required under United States v. Cannons
      Engineering Corp., 899 F.2d 79, 90 (1st Cir. 1990) to the
      actual settlement negotiations between the Debtors and the
      Environmental Protection Agency, rather than also
      considering evidence of the EPA's misconduct and errors of
      procedures designed by EPA to create an unfair bargaining
      environment during those negotiations;

  (2) making findings of fact pertaining to procedural fairness
      as set forth in the Court's findings and conclusions,
      specifically, whether the Bankruptcy Court erred in
      failing to find that:

      -- the EPA's delays of required Omaha Lead Site studies
         resulted in procedural unfairness with respect to the
         Omaha settlement;

      -- the tactical decision of the Agency for Toxic
         Substances and Disease Registry, in coordination with
         the EPA, not to perform a public health study resulted
         in procedural unfairness with respect to the Omaha
         settlement; and

      -- it was procedurally unfair for the EPA to intentionally
         withhold exculpatory public information, despite the
         existence of this information, EPA's obligation to
         produce it, and outstanding requests for it, during the
         time the EPA negotiated the Omaha settlement with
         Debtors;

  (3) approving the Residual Environmental Settlement, as that
      settlement pertains to the OLS, insofar as the Bankruptcy
      Court failed to assess whether the settlement fairly
      apportions liability based on ASARCO's comparative fault,
      as required under the substantive fairness prong set forth
      in Cannons Engineering;

  (4) making findings of fact pertaining to substantive fairness
      as set forth in the Findings and Conclusions, specifically
      whether the Bankruptcy Court erred in failing to find
      that:

      -- ASARCO is not responsible for lead in residential
         soils;

      -- lead-based paint is the predominant source of lead
         contamination at the OLS;

      -- CERCLA does not permit EPA to pursue a cost recovery
         action against a potentially responsible party when it
         involves the clean up of lead-based paint, which is
         noted as the primary and overwhelming cause of
         contamination at the OLS; and

      -- evidence from park studies and a cemetery study
         confirms that lead-based paint is the primary and
         overwhelming cause of contamination at the OLS;

  (5) approving the Residual Environmental Settlement, as that
      settlement pertains to the OLS, insofar as the Bankruptcy
      Court failed to preclude a cost recovery settlement under
      CERCLA where the entire body of evidence establishes that
      the remedy has failed and will continue to fail, rendering
      the settlement unreasonable under the standard for
      approval of CERCLA settlements set forth in Cannons
      Engineering;

  (6) making findings of fact pertaining to reasonableness as
      set forth in the Findings and Conclusions in failing to
      find that:

      -- the Omaha Settlement provides for an ineffective remedy
         at the OLS that improperly emphasizes soil removal
         while failing to remove lead-based paint, the primary
         cause of lead contamination at the site; and

      -- the evidence clearly demonstrates that any remedy short
         of lead-based paint abatement at the OLS will fail to
         remediate the lead contamination at that site; and

  (7) approving these consent decrees and settlement agreements:

      -- The Amended Consent Decree and Settlement Agreement
         Establishing a Custodial Trust for Certain Owned Sites
         in Alabama, Arizona, Arkansas, Colorado, Illinois,
         Indiana, New Mexico, Ohio, Oklahoma, Utah and
         Washington among the United States, ASARCO, ASARCO
         Master, Inc., Arkansas, Colorado, Illinois, Indiana,
         New Mexico, Ohio, Oklahoma, Utah and Washington,
         LePetomane XXV, and St. Paul Travelers;

      -- The Consent Decree and Settlement Agreement Regarding
         the Montana Sites among the United States, the State of
         Montana, ASARCO, ASARCO Consulting, Inc., American
         Smelting and Refining Company, ASARCO Master Inc., and
         the Montana Environmental Trust Group, LLC; and

      -- The Consent Decree and Settlement Agreement
         Establishing a Custodial Trust for the Owned Smelter
         Site in El Paso, Texas and the Owned Zinc Smelter Site
         in Amarillo, among the United States, the State of
         Texas, ASARCO and American Smelting and Refining
         Company because those Custodial Trust Settlements
         constitute an improper sub rosa plan.

                      About ASARCO LLC

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.

ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC 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.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  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 October 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 December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
US$2.6 billion.  By October 2008, ASARCO LLC informed the Court
that Sterlite refused to close the proposed sale and thus, the
Original Plan could not be confirmed.  The parties has since
renewed their purchase and sale agreement and ASARCO LLC has
obtained Court approval of a settlement and release contained in
the new PSA for the sale of the ASARCO assets for US$1.1 billion
in cash and a  US$600 million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to US$2.7 billion in cash and a
$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CEMEX SAB: Net Income Dropped to Ps2.2 Billion in 2008
------------------------------------------------------
Cemex S.A.B. de C.V. reported in a 20-F filing with the U.S.
Securities and Exchange Commission that it posted a net income of
Ps2.323 billion (US$169 million) for the year ended Dec. 31, 2008,
compared with a net income of Ps26.945 billion (US$1.96 billion)
for the same period in the previous year.

At December 31, 2009, on a group basis, Cemex' balance sheet
showed total assets of Ps623.6 billion (US$45.38 billion), total
liabilities of Ps386.3 billion (US$28.11 billion) and
stockholders' equity of about Ps237.3 billion (US$17.27 billion).
Based on geographic segments, Ps65.698 billion of the Company's
assets are in Mexico, Ps277.772 billion are in the U.S., while the
remaining assets are spread across various areas around the globe.

Cemex said that it is currently in debt refinancing discussions
with lenders.  During the first quarter of 2009, Cemex entered
into a Conditional Waiver and Extension Agreement with a group of
our bank lenders.  The lenders party to the Conditional Waiver and
Extension Agreement have agreed to extend to July 31, 2009
scheduled principal payment obligations which were originally due
between March 24, 2009 and July 31, 2009.  Cemex entered into the
Conditional Waiver and Extension Agreement to have more time to
negotiate a broader debt refinancing.  As of June 26, 2009,
principal payments in an aggregate principal amount of
approximately US$1.166 billion have been extended under the
Conditional Waiver and Extension Agreement.

                        Going Concern Doubt

KPMG Cardenas Dosal, S.C. raised substantial doubt concerning
Cemex S.A.B. de C.V.'s ability to continue as a going concern
after auditing the Company's financial results for the years ended
December 31, 2008, 2007, and 2006.  As of the end of 2008, CEMEX
had approximately Ps95.2 billion of debt due in the next 12 months
in accordance with the terms of the debt instruments.  In
addition, CEMEX had an excess of current liabilities over current
assets of approximately Ps84.5 billion.

KPMG said the Company's ability to fulfill its short and long-term
debt obligations that mature in 2009 is dependent on successfully
completing their refinancing, which raises substantial doubt about
its ability to continue as a going concern.

A full-text copy of the FORM 20-F is available for free at:

            http://ResearchArchives.com/t/s?3ed1

                        About Cemex, S.A.B.

CEMEX, S.A.B. de C.V. is a Mexican corporation, a holding company
of entities which main activities are oriented to the construction
industry, through the production, marketing, distribution and sale
of cement, ready-mix concrete, aggregates and other construction
materials.  CEMEX is a public stock corporation with variable
capital (S.A.B. de C.V.) organized under the laws of the United
Mexican States, or Mexico.

Based in Mexico, Cemex -- http://www.cemex.com/-- is a growing
global building solutions company that provides high quality
products and reliable service to customers and communities in more
than 50 countries throughout the world, including Argentina,
Colombia and Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 17, 2009, Fitch Ratings placed on 'Rating Watch Evolving',
Cemex's ratings, including its 'B' Foreign currency Issuer Default
Rating, and 'B' Local currency IDR.


GRUMA SAB: Reaches Deal With Two Banks on Derivative Contracts
--------------------------------------------------------------
Gruma SAB has reached a deal with two banks - Standard Chartered
Bank and the Royal Bank of Scotland - to close foreign exchange
derivative contracts, Jose Enrique Arrioja of Bloomberg News
reports, citing a company statement.  The report relates the
company still has a derivative contract with BNP Paribas with a
fixed liability.

According to the report, Gruma said it will pay Standard Chartered
Bank US$22.9 million and US$13.9 million to Royal Bank of Scotland
to close its derivative contracts.  The report relates both banks
will provide financing for the payments.

As reported in the Troubled Company Reporter-Latin America on
July 7, 2009, Bloomberg News said Gruma SAB expects to reach an
agreement with banks this month on US$668.3 million of loans
needed to cover derivatives losses and avoid bankruptcy.
According to the report, the company said in a U.S. regulatory
filing that it may be forced to file for bankruptcy because it
does "not currently have sufficient liquidity."  The report
related the company has a July 23 deadline to reach a loan accord
with Credit Suisse Group AG, Deutsche Bank AG and JPMorgan Chase &
Co., to pay them back for currency derivatives that plunged in
value after the peso dropped.

Gruma SAB incurred a net loss of Ps.12,339,758 in fiscal year
ended December 31, 2008, and had obligations to its derivative
counterparties as of December 31, 2008 in the amount of
Ps.11,230,170.  In addition, the company had long-term debt in the
amount of Ps.11,728,068 as of December 31, 2008, some of which it
will be required to renegotiate in order to be able to finance its
obligations to its derivative counterparties on a long-term basis.
"These facts raise substantial doubt about the Company's ability
to continue as a going concern," PricewaterhouseCoopers LLP, in
Monterrey, Mexico, auditor of the Company, said.

                     About Gruma, S.A.B.

Headquartered in Monterrey, Mexico, Gruma, S.A.B. de C.V. --
http://www.gruma.com-- is a corn flour and tortilla producer and
distributor.  The company conducts its U.S. and European
operations principally through its subsidiary, Gruma Corporation,
which manufactures and distributes corn flour, packaged tortillas,
corn chips and related products.  As of Dec. 31, 2007, Gruma held
approximately 8.62 % of the capital stock of Grupo Financiero
Banorte, S.A.B. de C.V.

                          *     *     *

As of July 1, 2009, the company continues to carry Standard and
Poor's B+ LT Issuer Credit ratings.  The company also continues to
carry Fitch Ratings' B+ LT Issuer Default ratings and B- Senior
Unsecured Debt ratings.


GRUPO TMM: Add'l Loans Needed to Continue as Going Concern
----------------------------------------------------------
Grupo TMM, S.A.B., in a Form 20-F filed with the U.S. Securities
and Exchange Commission, said that in the year ended December 31,
2008, net income was US$74.9 million.  In the prior year, the
Company incurred a net loss of US$67.1 million, which included a
loss of US$38.6 million from discontinued operations.

At December 31, 2008, the Company and its subsidiaries have total
assets of US$1.088 billion, against total debts of
US$916.8 million, for a stockholders' equity of US$171.2 million.

On a stand-alone basis, as of Dec. 31, 2008, Grupo TMM's total
debt was US$817.5 million, which includes US$626.1 million of its
Mexican Peso-Denominated Trust Certificates Program, US$116
million under the Securitization Facility with Deutsche Bank AG
and US$75.4 million of bank debt owed to several different banks;
of this debt, US$36.1 million is short-term debt and US$781.4
million is long-term debt.  As of March 31, 2009, Grupo TMM's
total debt amounted to US$796.1 million, which includes US$610.7
million of its Trust Certificates Program, US$112.9 million under
the Securitization Facility and US$72.5 million of bank debt owed
to several different banks; of this debt, US$38 million is short-
term debt and US$758.1 million is long-term debt.

On June 15, 2009, Salles, Sainz Grant Thornton, S.C., in Mexico
City raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
report for the years ended December 31, 2006, 2007, and 2008.  The
auditors pointed to the Company's sustained substantial losses
from continuing operations during the past five years.  The
auditors add that substantial doubt exists as to its continuation
as a going concern.  Continuation is dependent upon the success of
future operations and obtaining additional financing, the auditor
said.

A full-text copy of the Form 20-F is available for free at:

              http://ResearchArchives.com/t/s?3ed3

                         About Grupo TMM

Headquartered in Mexico City, Grupo TMM, S.A.B. (NYSE: TMM)(MEX
VALORIS: TMMA) -- http://www.grupotmm.com/-- is a Latin
American multimodal transportation and logistics company.
Through its branch offices and network of subsidiary companies,
TMM provides a dynamic combination of ocean and land
transportation services.


QUEBECOR WORLD: Reorganized Company to Be Named "Novink"
--------------------------------------------------------
Pursuant to the confirmed Third Amended Joint Plan of
Reorganization, Quebecor World, Inc., said it will emerge from
bankruptcy as a reorganized new company to be called "Novink
Corp."

QWI's affiliates will also be renamed to:

Current Name                      New Name
------------                      --------
BCK 140Q Partnership              Novink BCK Partnership
Quebecor Printing Holding
Company                          Novink (USA) Holding Company
Quebecor Printing Providence Inc. Novink Providence Corp.
Quebecor World Capital Corp.      Novink (USA) Corp.
Quebecor World Capital II LLC     Novink Capital II LLC
Quebecor World Dallas, L.P.       Novink Dallas L.P.
Quebecor World Federated Inc.     Novink Federated Corp.
Quebecor World Halliday Inc.      Novink Halliday Corp.
Quebecor World Infiniti
Graphics Inc.                    Novink Printing (USA) II Corp.
Quebecor World Lanman Companies
Inc.                             Novink Lanman Corp.
Quebecor World Memphis II Inc.    Novink Memphis II Corp.
Quebecor World Metroweb L.P.      Novink Metroweb L.P.
Quebecor World Mt. Morris II LLC  Novink Mt. Morris II LLC
Quebecor World Nevada II LLC      Novink Nevada II, LLC
Quebecor World Northeast Graphics Novink Northeast Graphics
Inc.                             Corp.
Quebecor World Pawtucket Inc.     Novink Pawtucket Corp.
Quebecor World Printing (USA)
Corp.                             Novink Printing (USA) Corp.
Quebecor World Real Estate Inc.   Novink Real Estate Corp.
WCZ, LLC                          Novink WCZ LLC

New entities to be formed pursuant to restructuring transactions:

  * Novink Graphic LLC
  * Novink Transitory LLC
  * Novink Logistics LLC
  * Novink (USA) LLC
  * Novink BCK Corp.
  * Novink Metroweb Corp.
  * Novink Kingsport LLC

These individuals will serve as the initial directors of Novink
from and after the Effective Date:

   Name                 Position
   ----                 --------
   Mark Angelson        CEO and Director at RR Donnelley between
                        2004 and March 2007.

   Michael Allen        Veteran of the printing industry.

   Raymond J. Bromark   Director of CA, Inc. since 2007.
                        Retired senior partner of
                        PricewaterhouseCoopers.

   James J. Gaffney     Member of Duff & Phelps' Senior Advisory
                        Board since 2007.  Director of the
                        Imperial Sugar Company since August 2001
                        and Chairman since February 2003.

   Jack Kliger          Former President and CEO of Hachette
                        Filipacchi.

   David L. McAusland   Executive Vice President of Corporate
                        Development at Rio Tinto Alcan
                        (formerly, Alcan Inc.) of Alcan France
                        S.A.S. from 2005 to 2008 and Chief Legal
                        Officer from October 2000 to February
                        2008.

   Thomas O. Ryder      Director of Amazon.Com, Inc. since
                        November 2002.  Director of Starwoods
                        Hotels & Resorts Worldwide, Inc.
                        Chairman of the Board of Directors at
                        Virgin Mobile USA, Inc.

   Jacques Mallette     Chief Executive of Quebecor World Inc.

   Gabriel de Alba      Managing Director and Partner of
                        Catalyst Capital Group of Toronto.

These individuals will serve as officers of Novink:

   Name                 Position
   ----                 --------
   Jacques Mallette     Director, President and Chief Executive
                        Officer

   Jeremy Roberts       Chief Financial Officer

   Regis Rehel          President, Quebecor World Canada

   Guy Trahan           President, Latin America

   David Blair          Senior Vice President, Operations,
                        Technology and Continuous Improvement

   Michele Bolduc       Senior Vice President, Legal Affairs and
                        General Counsel

   Sylvain Levert       Senior Vice President, Corporate
                        Services

   Ben Schwartz         Senior Vice President, Human Resources

   Mario D'Arienzo      Vice President, Real Estate

   Diane Dube           Vice President, Corporate Controller

   Jo-Ann Longworth     Chief Accounting Officer

   Roland Ribotti       Vice President, Corporate Finance and
                        Treasurer

   Tony Ross            Vice President, Communications

   Marie-Elizabeth
    Chlumecky           Corporate Secretary

   Lucie Desjardins     Assistant Corporate Secretary

The Canadian Court authorized and directed QWI to provide an
indemnity to the new Directors under a consulting and indemnity
agreement dated June 18, 2009.  A full-text copy of the Agreement
is available for free at:

http://bankrupt.com/misc/QWI_CPlan_Consulting&IndemnityPact.pdf

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA: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.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

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.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: To Emerge from Bankruptcy Mid-July
--------------------------------------------------
As reported by the TCR on July 3, 2009, Judge James Peck of the
United States Bankruptcy Court for the Southern District of New
York and the Honorable Judge Robert Mongeon of the Quebec Superior
Court of Justice, in a joint hearing, approved the plan of
compromise filed by Quebecor World Inc. and its affiliates in
their cases before the Canadian Companies' Creditors Arrangement
Act and the Chapter 11 plan of reorganization filed by Quebecor
World (USA), Inc., and its debtor affiliates in the U.S.
Bankruptcy Court.

Judge Peck confirmed the U.S. Debtors' Chapter 11 plan after
determining that the Plan meets each of the confirmation
requirements under Section 1129(a):

  (1) The Plan complies with Section 1129(a)(1) because:

      -- The Plan complies with the proper classification
         requirements of Sections 1122 and 1123(a)(1) of the
         Bankruptcy Code because all Claims and Interests placed
         in each Class are substantially similar to other Claims
         or Interests in each such Class.

      -- the Plan specifies the Classes of Claims and Interests
         that are Unimpaired under the Plan.  Thus, the Plan
         satisfies Section 1123(a)(2).

      -- the Plan specifies the treatment of Claims and
         Interests in all Classes.  Thus, the Plan satisfies
         Section 1123(a)(3).

      -- the Plan provides for the same treatment for each Claim
         in each respective Class unless the holders of
         particular Claims have agreed to less favorable
         treatment with respect to the Claims.  Thus, the Plan
         satisfies section 1123(a)(4) of the Bankruptcy Code.

      -- the Plan provides adequate and proper means for
         implementation of the Plan. Thus, the Plan satisfies
         Section 1123(a)(5).

  (2) The Plan complies with Section 1129(a)(2) because the
      Debtors have complied with all of the provisions of the
      Bankruptcy Code and the Bankruptcy Rules governing notice
      and related matters in connection with the Plan, the
      Disclosure Statement, and all other matters considered by
      the Bankruptcy Court in their cases.

  (3) The Plan complies with Section 1129(a)(3) because the
      Debtors, the Creditors' Committee, the Ad Hoc Group of
      Noteholders, and the Syndicate Agreement Agent have
      negotiated the Plan in good faith and participated in the
      Plan formulation process in good faith.  The Chapter 11
      cases were filed, and the Plan was proposed, with the
      legitimate and honest purpose of reorganizing and
      maximizing the value of each of the Debtors and the
      recovery to holders of Claims and Interests under the
      circumstances of the Cases.

  (4) The Plan complies with Section 1129(a)(4) because payments
      that have been made by the Debtors for services or for
      costs and expenses in the Cases and the Plan has been
      approved by the Court as reasonable, thereby satisfying
      Section 1129(a)(4).

  (5) The Debtors have complied with Section 1129(a)(5).
      Specifically, the Debtors have disclosed the identity and
      affiliations of each proposed initial officer and director
      of the Reorganized Debtors.  The appointment to the office
      of each the  individual, is consistent with the interests
      of holders of Claims and Interests, and with public
      policy.  The Debtors have also disclosed the identity of
      and nature of any compensation for any insider who will be
      employed by the Reorganized Debtors.

  (6) Section 1129(a)(6) is satisfied because the Plan does not
      provide for any change in rates over which a governmental
      regulatory commission has jurisdiction.

  (7) The Plan satisfies Section 1129(a)(7).  The liquidation
      analysis on the Disclosure Statement and other evidence
      proffered at the Confirmation Hearing (1) are persuasive
      accurate as of the dates the evidence was prepared, (2)
      either have not been controverted by other persuasive
      evidence or have not been challenged, (3) are based upon
      sound assumptions, (4) provide a reasonable estimate of
      the liquidation values of the Debtors upon conversion to a
      Chapter 7 case, and (5) establish that each holder of a
      Claim or Interest in an Impaired Class that has not
      accepted the Plan will receive under the Plan a value that
      is not less than the amount that it would receive if the
      Debtors were liquidated under Chapter 7.

  (8) All voting Impaired Classes have voted to accept the Plan.
      Thus, the Plan satisfies Section 1129(a)(8).

  (9) The treatment under the Plan of Administrative Claims and
      claims pursuant to Section 503(b)(9) satisfies the
      requirements of Section 1129(a)(9)(A) and (B), and the
      treatment of Priority Tax Claims under the Plan satisfies
      the requirements of Section 1129(a)(9)(C).

(10) Each voting Impaired Class of Claims -- Class 1, Class 3,
      Class 4 and Class 5 -- has voted to accept the Plan,
      determined without including any acceptance of the Plan by
      any insider.  Thus, the Plan satisfies
      Section 1129(a)(10).

(11) The Plan satisfies Section 1129(a)(11).  The financial
      projections on the Disclosure Statement and the evidence
      adduced at the Confirmation Hearing (1) are credible, (2)
      have not been controverted by other evidence, (3)
      establish the ability of the Debtors to pay their debts as
      they mature, and (4) establish that subject to, and upon
      consummation of, the transactions set forth as conditions
      to the Effective Date of the Plan, the Plan is feasible
      and that confirmation of the Plan is not likely to be
      followed by the liquidation or the need for further
      financial reorganization.

(12) The Plan provides that (a) all fees payable pursuant to
      Section 1930 of the Judiciary and Judicial Procedure, as
      of the entry of the Confirmation Order as determined by
      the Court at the Confirmation Hearing, will be paid on
      the Effective Date, and (b) the Reorganized Debtors will
      continue to pay fees pursuant to Section 1930 until the
      earlier of the entry of an order closing the Chapter 11
      Cases.  Thus, the Plan satisfies the requirements
      of Section 1129(a)(12) of the Bankruptcy Code.

(13) The Plan provides that, pursuant to Section 1129(a)(13),
      on and after the Effective Date, all retiree benefits, if
      any, will continue to be paid in accordance with
      applicable law.  The Plan therefore satisfies the
      requirements of section 1129(a)(13).

(14) The Debtors do not owe any domestic support obligations,
      are not individuals, and are not nonprofit corporations.
      Therefore, Sections 1129(a)(14) does not apply to the
      Chapter 11 Cases.

(15) The Debtors do not owe any domestic support obligations,
      are not individuals, and are not nonprofit corporations.
      Therefore, Section 1129(a)(15) does not apply to the
      Chapter 11 cases.

A full-text copy of the U.S. Plan Confirmation Order signed
July 2, 2009, is available for free at:

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

Mr. Justice Mongeon, at the conclusion of the joint confirmation
hearing held on June 30, 2009, entered a sanction order on QWI's
Plan of Compromise on that date after determining that the Plan
complied with the confirmation requirements of the CCAA.  A full-
text copy of the Sanction Order is available for free at:

       http://bankrupt.com/misc/QWI_CPlanSanctionORD.pd

                    Objections Overruled

All objections to confirmation of the Plans that have not been
withdrawn, waived, settled or addressed in the Plan are overruled
on the merits.

Prior to the entry of the confirmation orders, the Texas
Comptroller of Public Accounts, the State of Louisiana Department
of Revenue, and Riverside Claims, LLC, raised objections to the
confirmation of the Plans.

The Texas Comptroller complained that the Plan does not address
its claims and the claims of other taxing authorities that arise
from the Debtors' illegal prepetition operations.  The Louisiana
Revenue Department argued that the Plan violates Section
1129(a)(9)(C) by establishing a Distribution Reserve that sets up
a scheme whereby 100% of the priority taxes might not be paid in
full and the creditor left without recourse.  Riverside Claims
complained that the Debtors seek to prejudice the rights of
unsecured creditors by attempting to use a "deemed" consolidation
under the Plan to strip away a fundamental creditor protection
under the Bankruptcy Code.  Sharp Electronics Corporation
withdrew its Plan confirmation objection after negotiating a
resolution of its objection with the Debtors.

The Debtors, to address the Plan confirmation objections, filed a
memorandum of law in support of the confirmation of the Plans.
The Debtors asserted that any alternative to confirmation of the
Plan, including liquidation or attempts by another entity to file
a different plan of reorganization, could result in significant
delays, litigation, costs and lower recoveries to the holders of
Impaired Classes of Claims.  The Debtors believe that their
businesses and assets have significant value that would not be
realized in a liquidation scenario, either in whole or in
substantial part.

The Debtors maintained that the Plan, as modified, satisfies all
of the requirements of the Bankruptcy Code and should be
confirmed notwithstanding the Objections and argued that the Plan
Objections either misread or misinterpret certain provisions of
the Plan or fail to state a sufficient legal basis to deny
confirmation of the Plan.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York, on
behalf of the Debtors, argued that the limited consolidation of
the Debtors under the Plan is appropriate and consistent with the
Bankruptcy Code and is in the best interests of the creditors.

The Debtors also asserted that they have made substantial efforts
during the course of their bankruptcy to maintain compliance with
their tax obligations in the ordinary course of business, and
intend to work diligently with the taxing authorities to
liquidate the amounts of their prepetition and postpetition tax
claims.  The Debtors have taken into account all reasonable
estimates of their prepetition and postpetition tax liabilities
in preparing the Plan Projections and determining the feasibility
of the Plan and believe that they will have sufficient assets to
satisfy all Allowed Priority Tax Claims in accordance with the
Plan.

The Debtors added that they intend to work diligently over the
next 30 days to resolve each of the objections to assumption of
contracts under the Plan, and, as to any cure objection that
cannot be resolved consensually, to seek a Court hearing to
resolve the objection.

Jeremy Roberts, chief financial officer of QWI; James J. Gambino,
corporate claims manager of QWI; Jean-Daniel Breton, senior vice-
president of Ernst & Young Inc.'s Montreal, Canada office; filed
separate memorandum of law and declarations in support of the
Plans.

                   Plan Amendments & Exhibits

To further address the Plan confirmation objections, the Debtors,
prior to the confirmation hearing, filed "immaterial"
modifications of the U.S. Plan, additional Plan exhibits, and
supplement to previously filed Plan exhibits.

* Plan Modifications

The Plan was further amended to provide that:

(a) The Administrative Claims that are allowed as of the
    Effective Date will be paid in cash on the Effective Date in
    accordance with Section 1129(a)(9)(A).

(b) Section 503(b)(1)(D) exempts governmental units from filing
    a request for allowance and payment of certain
    administrative expenses and nothing in the Plan contravenes
    that provision of the Bankruptcy Code.

(c) To the extent a taxing authority is entitled to interest on
    a Priority Tax Claim, interest will accrue on the Priority
    Tax Claim at the applicable rate from the Effective Date of
    the Plan, in accordance with Sections 511 and 1129(a)(9)(C)
    and Allowed Priority Tax Claims will be paid on a periodic
    basis to the extent that the Debtors elect to make
    distributions on the claims pursuant to the provisions of
    Section 1129(a)(9).

(d) The Plan will not release any Released Party from any Cause
    of Action held by a governmental entity existing as of the
    Effective Date based on (i) the Internal Revenue Code of
    other domestic state tax code, (ii) the environmental laws
    of the United States, or (iii) any criminal Jaws of the
    United States Of any domestic state, city or municipality.

A full-text copy of the Plan Modifications is available for free
at http://bankrupt.com/misc/QWI_USPlan_Modifications.pdf

A blacklined version of the Third Amended U.S. Plan is available
for fee at http://bankrupt.com/misc/QWI_USPlan_Blackline.pdf

* Plan Exhibits

The Debtors submitted these Plan exhibits:

  -- SocGen Litigation Steering Committee documents disclosing
     that the committee will be composed of Avenue Management
     Capital II, LP; Cyrus Capital Partners, L.P.; and a third
     member to be designated by the Creditors' Committee;

  -- Exit Financing Term Sheet, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7d

  -- Registration Rights Agreement, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7f

  -- Litigation Trust Agreement, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7e

  -- Specified Environmental Contracts, a schedule of which is
     available for free at http://ResearchArchives.com/t/s?3e81

  -- Extended Deadline Contracts, a schedule of which is
     available for free at http://ResearchArchives.com/t/s?3e84

  -- Contributions to Private Note Reserves, a copy of which
     will be be filed on or before the Effective Date; and

  -- a Administrative Claim Form, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e80

* Plan Supplements

The Debtors delivered to the Court a supplement to the Assumption
Exhibit and Rejection Exhibit to identify (a) additional
agreements subject to assumption, rejection or assignment
pursuant to the Disclosure Statement Order and the Plan that were
not identified on the Exhibits filed on June 9, 2009; and (b)
agreements that were identified on the Exhibits filed on June 9,
2009, where information concerning their assumption, assignment
or rejection has been modified; and (c) agreements that were
identified on either the Assumption Exhibit or Rejection Exhibit
but have been moved from one Exhibit to another, moved to new a
exhibit; or removed from the Exhibits altogether.

A Supplement Schedule of Contracts and Leases to be assumed is
available for free at http://ResearchArchives.com/t/s?3e82

A Supplement Schedule of Contracts and Leases to be Rejected is
available for free at http://ResearchArchives.com/t/s?3e83

                   Implementation of the Plans

Effective as of the Implementation Date, all other Equity
Securities of the Debtors will be of no further force or effect,
and that all other Equity Securities will be cancelled for no
consideration and any agreement, contract, deed or instrument
governing the other Equity Securities will be terminated at
Implementation Date.  QWI Common Shares, QWI Class A Preferred
Shares and Warrant Bundles issued in connection with the Canadian
Plan will be validly issued and outstanding, and in the case of
the QWI Common Shares and the QWI Class A Preferred Shares, will
issued as a fully paid and non-assessable.

All CCAA charges against the assets of the Applicants that were
created pursuant to orders of the Canadian Court in the CCAA
Proceedings will be cancelled, released and discharged as of the
Completion Time.

The Stay of the proceedings under the Initial Order will continue
until the filing with the Canadian Court of a certificate of the
Monitor confirming that the Implementation Date has occurred, the
date of the that filing to the Stay Termination Date.

The Canadian Court declares that the Monitor and the Chief
Restructuring Officer will not be held be liable for loss or
damages to any person with respect to their acts errors and
omissions.  The protections afforded to Ernst & Young, as Monitor
and as an officer of the Canadian Court, and the CRO will not
expire on the Implementation Date and will remain effective
notwithstanding the discharge provided in the Order.

The Debtors will file reports of their activities and financial
affairs with the Court on a quarterly basis, within 30 days after
the conclusion of each period, or within the other period as they
may agree mutually with the Office of the United States Trustee
for Region 2.

                 Quebecor World to Emerge Mid-July

Quebecor World, in a press release, stated that subject to the
satisfaction of certain conditions provided for in the Plans, the
company remains on track with its current timetable and
anticipates the consummation of the Plans to occur in mid-July
2009.

"We are very pleased that our U.S. and Canadian Plans have been
approved by the U.S. Bankruptcy Court and the Quebec Superior
Court.  This is a major milestone in successfully restructuring
our Company to benefit all stakeholders," said Jacques Mallette,
President and CEO.  "We look forward to exiting creditor
protection in mid-July and moving forward with the implementation
of our business plan as a strong competitor in the industry."

The U.S. Bankruptcy Court and the Quebec Superior Court will hold
a joint hearing to be held on July 13, 2009, for the U.S. Debtors
and other stakeholders to report on the status of any issues that
remain outstanding relating to the terms of the new securities to
be issued by Quebecor World under the Plans.

The July 13 Joint Hearing will address, among others, issues
relating to the wording of the Articles of Reorganization and the
Series I and II Warrant Indentures provided that the major
stakeholders in the bankruptcy cases have not yet entered into a
compromise regarding the issue prior to the joint hearing.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA: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.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

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.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


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


NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan
-----------------------------------------------------------
The U.S. Pension Benefit Guaranty Corp. objected to Nutritional
Sourcing Corp.'s latest proposed plan of liquidation and
disclosure statement, claiming the debtor has failed to justify
proposed releases of liability in connection with unfunded
employee pension plans, according to Law360.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent the
Official Committee of Unsecured Creditors.  The Company has
disclosed US$130.8 million in assets and debt totalling US$266.5
million with the Court.


==========================
V I R G I N  I S L A N D S
==========================


BERNARD L. MADOFF: Vizcaya Missed Deadline to Respond to Lawsuit
----------------------------------------------------------------
Bernard L Madoff Investment Securities LLC trustee Irving
Picard, appointed under the Securities Investor Protection Act to
liquidate the company, told U.S. Bankruptcy Judge Burton Lifland
that British Virgin Islands-based hedge fund Vizcaya Partners Ltd.
missed a deadline to respond to a lawsuit accusing it of taking
millions in fake profit from Bernard L. Madoff Investment, Erik
Larson of Bloomberg News reports.

In April 2009, Mr. Picard filed a lawsuit before the U.S.
Bankruptcy Court for the Southern District of New York to recover
a US$150 million payment in October 2008 to Vizcaya Partners and a
Gibraltar-based bank, Banque Jacob Safra (Gibraltar), citing that
it was a preferential transfer.  The lawsuit said Vizcaya invested
US$327 million with Madoff since January 2002.  According to
Bloomberg News, recovery of Vizcaya Partners alleged Madoff money
may hinge on cooperation by authorities in Gibraltar.  The report
relates the notice of default that Mr. Picard requested on July 6
doesn't apply to the bank.

Bloomberg relates Judge Lifland in June asked Acting Chief Justice
Anthony Dudley in the Supreme Court of Gibraltar to turn over
US$10.7 million of Vizcaya money that it's holding.  The report
notes the court took possession as part of a legal action against
the hedge fund by financial authorities in the U.K. territory on
the southern tip of Spain.

The case is Picard v. Vizcaya Partners Ltd., 09-01153, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks. The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties. It also performed clearing and
settlement services. Clients included brokerages, banks, and
other financial institutions. In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least $50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

As reported by the TCR, Judge Denny Chin of the U.S. District
Court for the Southern District of New York on June 29, 2009,
sentenced Mr. Madoff to 150 years of life imprisonment for
defrauding investors.


                            ***********

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.

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.

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

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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.  Marie Therese V. Profetana, Marites O. Claro, Joy
A. Agravente, Pius Xerxes V. Tovilla, Rousel Elaine C. Tumanda,
Valerie C. Udtuhan, Frauline S. Abangan, and Peter A. Chapman,
Editors.


Copyright 2009.  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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