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        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

          Monday, August 6, 2007, Vol. 8, Issue 154

                          Headlines

A R G E N T I N A

AMERICAN GRAF: Trustee Filing General Report In Court Today
ATHENAS SRL: Trustee Filing Individual Reports in Court Today
BRAGACER SA: Trustee To File Individual Reports Today
CATA SACIFI: Proofs of Claim Verification Deadline Is Today
COMPANIA FRIGORIFICA: Claims Verification Deadline Is Today

COOPERATIVA DE VIVIENDA: Trustee Filing General Report Today
EPSILON ESTUDIO: Trustee Filing General Report in Court Today
LABORATORIOS VULTER: Proofs of Claim Verification Ends Today
LIDER TEXTIL: Trustee Verifies Proofs of Claim Until Today
ONTARIO GROUP: Trustee Filing Individual Reports in Court Today

PUENTES DEL LITORAL: Trustee Verifies Claims Until Today
SANTAX SRL: Trustee Filing General Report in Court Today
SIMON BROTHERS: Trustee Filing Individual Reports Today
SUPERTODO ENSENADA: Claims Verification Deadline Is Today
TODONAVIDAD SRL: Proofs of Claim Verification Ends Today

VITRAMED SRL: Proofs of Claim Verification Deadline Is Today
W.R. GRACE: Completes Washcoat Biz Sale to Rhodia Silcea


B A R B A D O S

ANDREW CORP: Inks Third Amendment to Credit Agreement


B E L I Z E

* BELIZE: Inks Trade Cooperation Pact with Dominican Republic


B E R M U D A

CRIMEA INC: Proofs of Claim Must be Filed by Aug. 22
CRIMEA INC: Will Hold Final Shareholders Meeting on Aug. 22


B O L I V I A

* BOLIVIA: Inks US$5.2-Million Grant with Global Partnership


B R A Z I L

ABN AMRO REAL: Investing BRL70MM To Rebrand Sudameris Branches
BANCO NACIONAL: Debentures Offer Make Record Number of Investors
BANCO NACIONAL: Lending BRL1.8B for Eletrobras Unit's Plants
BAUSCH & LOMB: Advance Medical Withdraws Acquisition Bid
BRASIL TELECOM: Gov't Forming Commission To Study Merger with Oi

BUCYRUS INT'L: Net Income Rises to US$27.8 Mil. in Second Qtr.
DRESSER-RAND: Earns US$26.2 Million in Second Quarter of 2007
DRESSER-RAND: Supplying NatGas Compression Unit to P-18 Oil Rig
INDEPENDENCIA ALIMENTOS: S&P Holds B Rating on Negative Watch
MRS LOGISTICA: Earns BRL138 Million in Second Quarter 2007

SOLECTRON CORP: Stockholders Special Meeting Set for Sept. 27
TEKSID ALUMINUM: Launches Consent Solicitation on 11-3/8% Notes


C A Y M A N   I S L A N D S

AQR GLOBAL: Proofs of Claim Filing Ends Today
AQR GLOBAL ASSET (USD): Proofs of Claim Filing Is Until Today
AQR GLOBAL ASSET (EUR): Proofs of Claim Filing Ends Today
AQR GLOBAL FIXED: Proofs of Claim Must be Filed Today
AQR GLOBAL FIXED (II): Proofs of Claim Filing Deadline Is Today

AQR GLOBAL YIELD: Proofs of Claim Filing Ends Today
AQR FINANCIAL: Proofs of Claim Filing Deadline Is Today
MARBLE LTD: Holding Final Shareholders Meeting Today
QUARTZ LTD: Final Shareholders Meeting Is Today


C H I L E

BOSTON SCIENTIFIC: Fitch Lowers Senior Notes Rating to BB+
BOSTON SCIENTIFIC: S&P Downgrades Corp. Credit Rating to BB+
TECH DATA: Fitch Rates Senior Unsecured Credit Facility at BB+


C O L O M B I A

ECOPETROL: Holding First Round of Sale of Shares on Aug. 27


C O S T A   R I C A

ALCATEL-LUCENT: Costa Rica Sues Former President on Corruption


D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Fraud Trial May End Next Month
SERVICEMASTER: Amended Credit Pact Cues S&P to Watch B Ratings

* DOMINICAN REPUBLIC: Inks Trade Cooperation Pact with Belize
* DOMINICAN REPUBLIC: Spending DOP53.5B in 25 Hydroelectric Dams


E L   S A L V A D O R

* EL SALVADOR: Regulator Ends Monopolistic Practices Probe


G U A T E M A L A

* GUATEMALA: Obtains US$100-Million Financing from World Bank


H A I T I

* HAITI: Secures US$12.5-Million Loan from IDB


J A M A I C A

AIR JAMAICA: Launching Kingston-Montego Bay Shuttle Service
DIGICEL: Consumer Commission Intervening in Telecoms Conflict


M E X I C O

BALLY TOTAL: Gets Court Okay to Conduct Rights Offering
BALLY TOTAL: Wants Plan Confirmation Hearing Date Set
BRISTOW GROUP: First Quarter Net Earnings Increase by 31.6%
CABLEMAS SA: S&P Affirms BB- Rating with Stable Outlook
CHEMTURA CORP: Incurs US$2 Million Net Loss in 2007 Second Qtr.

CLAXSON INTERACTIVE: Sells IberoAmerican Radio Chile to Prisa
KRISPY KREME: S&P Puts B- Corporate Credit Rating
KRISPY KREME: Moody's Assigns Junk Corporate Family Rating
ODYSSEY RE: Reports US$145.5 Mil. Net Income in Second Qtr. 2007
VISTEON CORP: June 30 Balance Sheet Upside-Down by US$102 Mil.


N I C A R A G U A

* NICARAGUA: Union Fenosa Seeks to End Conflict with Gov't


P A N A M A

CHIQUITA BRANDS: Earns US$8.6 Million in 2007 Second Quarter
CHIQUITA BRANDS: Weak Operating Results Cue S&P to Lower Rating

* PANAMA: Secures US$27-Mil. Loan from IDB for Land Management


P U E R T O   R I C O

ALLIED WASTE: Earns US$91.2 Million in Quarter Ended June 30
DORAL FINANCIAL: Reverse Share Split Takes Effect on Aug. 17
HORIZON LINES: Prices US$300 Mil. of 4.25% Convertible Sr. Notes


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Holding 75% in Planned State Power Firm

* BOND PRICING: For the Week July 30 to August 3, 2007


                         - - - - -


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A R G E N T I N A
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AMERICAN GRAF: Trustee Filing General Report In Court Today
-----------------------------------------------------------
Gabriel Tomas Vulej, the court-appointed trustee for American
Graf S.A.'s bankruptcy proceeding, will file in the National
Commercial Court of First Instance in Buenos Aires a general
report containing an audit of the company's accounting and
banking records on Aug. 6, 2007.

Mr. Vulej verified creditors' proofs of claim until
April 30, 2007.  He also submitted the validated claims in court
as individual reports on June 11, 2007.  

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

The trustee can be reached at:

         Gabriel Tomas Vulej
         Tucuman 1484
         Buenos Aires, Argentina


ATHENAS SRL: Trustee Filing Individual Reports in Court Today
-------------------------------------------------------------
Jacobo Alberto Michan, the court-appointed trustee for Athenas
S.R.L.'s bankruptcy proceeding, will present the validated
claims in the National Commercial Court of First Instance in
Buenos Aires as individual reports on Aug. 6, 2007.

Mr. Michan verified creditors' proofs of claim until
June 7, 2007.

A general report that contains an audit of Athenas' accounting
and banking records will be submitted in court on
Sept. 18, 2007.

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

The trustee can be reached at:

          Jacobo Alberto Michan
          Paraguay 2492
          Buenos Aires, Argentina


BRAGACER SA: Trustee To File Individual Reports Today
-----------------------------------------------------
Amalia Mild, the court-appointed trustee for Bragacer S.A.'s
bankruptcy proceeding, will present creditors' validated claims
as individual reports in the National Commercial Court of
First Instance in Buenos Aires on Aug. 6, 2007.

The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Bragacer and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

As reported in the Troubled Company Reporter-Latin America on
April 26, 2007, Ms. Mild verifies creditors' proofs of claim
until June 7, 2007.

Ms. Mild will also submit to court a general report containing
an audit of Bragacer's accounting and banking records on
Sept. 18, 2007.

The debtor can be reached at:

          Bragacer SA
          Riobamba 374
          Buenos Aires, Argentina

The trustee can be reached at:

          Amalia Mild
          Lavalle 2024
          Buenos Aires, Argentina


CATA SACIFI: Proofs of Claim Verification Deadline Is Today
-----------------------------------------------------------
Estudio Ferrari Herrero S.C., the court-appointed trustee for
Cata S.A.C.I.F.I.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Aug. 6, 2007.

Estudio Ferrari will present the validated claims in court as
individual reports on Sept. 17, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Cata and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Cata's accounting and
banking records will be submitted in court on Oct. 29, 2007.

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

The trustee can be reached at:

         Estudio Ferrari Herrero S.C.
         Esmeralda 684
         Buenos Aires, Argentina


COMPANIA FRIGORIFICA: Claims Verification Deadline Is Today
-----------------------------------------------------------
Maria M. Comba, the court-appointed trustee for Compania
Frigorifica del Plata SA's bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 6, 2007.

Ms. Comba will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 7 in Buenos Aires, with the assistance of Clerk
No. 13, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Compania Frigorifica and
its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Compania
Frigorifica's accounting and banking records will be submitted
in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Compania Frigorifica del Plata SA
          Alsina 1450
          Buenos Aires, Argentina

The trustee can be reached at:

          Maria M. Comba
          H. Irigoyen 1349
          Buenos Aires, Argentina


COOPERATIVA DE VIVIENDA: Trustee Filing General Report Today
------------------------------------------------------------
Juan Carlos Herr, the court-appointed trustee for Cooperativa de
Vivienda Credito y Consumo Lope de Vega Ltda.'s bankruptcy
proceeding, will file in the National Commercial Court of First
Instance in Buenos Aires a general report containing an audit of
the firm's accounting and banking records on Aug. 6, 2007.

Mr. Herr verified creditors' proofs of claim until May 4, 2007.  
He also presented the validated claims in court as individual
reports on June 15, 2007.  

Mr. Herr is in charge of administering Cooperativa de Vivienda's
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

         Juan Carlos Herr
         Avda Cordoba 1351
         Buenos Aires, Argentina


EPSILON ESTUDIO: Trustee Filing General Report in Court Today
-------------------------------------------------------------
Ignacio Victor Kaczer, the court-appointed trustee for Epsilon
Estudio Privado de Seguridad S.R.L.'s bankruptcy proceeding,
will file in the National Commercial Court of First Instance in
Buenos Aires a general report that contains an audit of the
firm's accounting and banking records on Aug. 6, 2007.

Mr. Kaczer verified creditors' proofs of claim until
April 30, 2007.  Mr. Kaczer also presented the validated claims
in court as individual reports on June 11, 2007.  

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

The trustee can be reached at:

         Ignacio Victor Kaczer
         Avda Callao 441
         Buenos Aires, Argentina


LABORATORIOS VULTER: Proofs of Claim Verification Ends Today
------------------------------------------------------------
Marcos Livszyc, the court-appointed trustee for Laboratorios
Vulter Ind. y Com. S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 6, 2007.

Mr. Livszyc will present the validated claims in court as
individual reports on Sept. 4, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Laboratorios Vulter and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Laboratorios Vulter's
accounting and banking records will be submitted in court on
Oct. 17, 2007.

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

The debtor can be reached at:

         Laboratorios Vulter Ind. y Com. S.R.L.
         Tucuman 978
         Buenos Aires, Argentina

The trustee can be reached at:

         Marcos Livszyc
         Nunez 6387
         Buenos Aires, Argentina


LIDER TEXTIL: Trustee Verifies Proofs of Claim Until Today
----------------------------------------------------------
Julio Cesar Capovilla, the court-appointed trustee for Lider
Textil S.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until Aug. 6, 2007.

Mr. Capovilla will present the validated claims in court as
individual reports on Sept. 18, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Lider Textil and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Lider Textil's
accounting and banking records will be submitted in court on
Oct. 31, 2007.

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

The trustee can be reached at:

         Julio Cesar Capovilla
         Avenida Corrientes 3859
         Buenos Aires, Argentina


ONTARIO GROUP: Trustee Filing Individual Reports in Court Today
---------------------------------------------------------------
Agustin Cueli Gomez, the court-appointed trustee for Ontario
Group S.A.'s bankruptcy proceeding, will present the validated
proofs of claim in the National Commercial Court of First
Instance in Buenos Aires as individual reports on Aug. 6, 2007.

Mr. Gomez verified creditors' proofs of claim until
May 29, 2007.

A general report that contains an audit of Ontario Group's
accounting and banking records will be submitted in court on
Sept. 24, 2007.

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

The debtor can be reached at:

          Ontario Group S.A.
          Suipacha 190
          Buenos Aires, Argentina

The trustee can be reached at:

          Agustin Cueli Gomez
          Avenida Corrientes 915
          Buenos Aires, Argentina


PUENTES DEL LITORAL: Trustee Verifies Claims Until Today
--------------------------------------------------------
Estudio Victor Manuel Gramayo y Asociados, the court-appointed
trustee for Puentes del Litoral S.A.'s reorganization
proceeding, verifies creditors' proofs of claim until
Aug. 6, 2007.

The National Commercial Court of First Instance in Buenos Aires
approved a petition for reorganization filed by Arman, according
to a report from Argentine daily Infobae.

Estudio Victor will present the validated claims in court as
individual reports on Sept. 18, 2007.  The court will determine
if the verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Puentes del Litoral and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Puentes del Litoral's
accounting and banking records will be submitted in court on
Oct. 31, 2007.

The informative assembly will be held on May 14, 2008.  
Creditors will vote to ratify the completed settlement plan
during the assembly.

The trustee can be reached at:

         Estudio Victor Manuel Gramayo y Asociados
         Combatiente de Malvinas 3635
         Buenos Aires, Argentina


SANTAX SRL: Trustee Filing General Report in Court Today
--------------------------------------------------------
Carlos Alberto Vicente, the court-appointed trustee for
Santax S.R.L.'s reorganization proceeding, will file in the
National Commercial Court of First Instance in Buenos Aires a
general report containing an audit of the firm's accounting and
banking records on Aug. 6, 2007.

Mr. Vicente verified creditors' proofs of claim until
April 30, 2007.  He also presented the validated claims in court
as individual reports on June 13, 2007.  

The informative assembly will be held on Dec. 13, 2007.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Santax S.R.L.
          Mendoza 5875
          Buenos Aires, Argentina

The trustee can be reached at:

          Carlos Alberto Vicente
          Avenida Corrientes 2166
          Buenos Aires, Argentina


SIMON BROTHERS: Trustee Filing Individual Reports Today
-------------------------------------------------------
Marcos Urwicz, the court-appointed trustee for Simon Brothers
S.A.'s bankruptcy proceeding, will present the validated claims
in the National Commercial Court of First Instance in Buenos
Aires as individual reports on Aug. 6, 2007.

Mr. Urwicz verified creditors' proofs of claim until
June 14, 2007.

A general report that contains an audit of Simon Brothers'
accounting and banking records will be submitted in court on
Sept. 17, 2007.

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

The trustee can be reached at:

          Marcos Urwicz
          Avenida Corrientes 1250
          Buenos Aires, Argentina


SUPERTODO ENSENADA: Claims Verification Deadline Is Today
---------------------------------------------------------
Pablo Javier Kainsky, the court-appointed trustee for Supertodo
Ensenada S.R.L.'s reorganization proceeding, verifies creditors'
proofs of claim on Aug. 6, 2007.

Mr. Kainsky will present the validated claims in court as
individual reports on Sept. 21, 2007.  The National Commercial
Court of First Instance in La Plata, Buenos Aires, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by Supertodo Ensenada and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Supertodo Ensenada's
accounting and banking records will be submitted in court on
Nov. 6, 2007.

The informative assembly will be held on May 16, 2008.  
Creditors will vote to ratify the completed settlement plan
during the assembly.

The trustee can be reached at:

         Pablo Javier Kainsky
         Calle 15, Numero 779
         La Plata, Buenos Aires
         Argentina


TODONAVIDAD SRL: Proofs of Claim Verification Ends Today
--------------------------------------------------------
Ulderico Laudren, the court-appointed trustee for Todonavidad
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Aug. 6, 2007.

Mr. Laudren will present creditors' validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 19, 2007.

The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Todonavidad and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

Mr. Laudren will also submit to court a general report
containing an audit of Todonavidad's accounting and banking
records on Oct. 31, 2007.

The debtor can be reached at:

         Todonavidad S.R.L.
         Uriburu 362
         Buenos Aires, Argentina

The trustee can be reached at:

         Ulderico Laudren
         Libertad 293
         Buenos Aires, Argentina


VITRAMED SRL: Proofs of Claim Verification Deadline Is Today
------------------------------------------------------------
Elena Beatriz Tancredi, the court-appointed trustee for Vitramed
S.R.L.'s reorganization proceeding, verifies creditors' proofs
of claim until Aug. 6, 2007.

Ms. Tancredi will present the validated claims in National
Commercial Court of First Instance in Buenos Aires as individual
reports on Sept. 18, 2007.

The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Vitramed and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Vitramed's accounting
and banking records will follow on Oct. 30, 2007.

On May 2, 2008, Vitramed's creditors will vote on a settlement
plan that the company will lay on the table.

The trustee can be reached at:

          Elena Beatriz Tancredi
          Ecuador 1185       
          Buenos Aires, Argentina


W.R. GRACE: Completes Washcoat Biz Sale to Rhodia Silcea
--------------------------------------------------------
W.R. Grace & Co. has completed the sale of its washcoat product
line and Cincinnati, Ohio site assets to Rhodia Silcea.  Grace's
washcoat products are used primarily in the manufacture of
automotive control catalysts, an integral component of catalytic
converters for engines.  The silica production based at the
Cincinnati facility has been transferred to Grace's Curtis Bay,
Maryland site.

"Since the decision to evaluate our washcoat product line, we
are investing in the necessary processes and capital to
establish Good Manufacturing Practices-compliant operations at
Curtis Bay, one of our largest manufacturing facilities," said
Gregory E. Poling, President, Grace Davison.  About 700
employees are based at Curtis Bay, which includes integrated
manufacturing operations across most of Davison's product lines,
as well as a world-class technical center.  "We are building
upon the site's foundation of silica expertise, extensive
functional support, and employee engagement to design a world-
class operation that delivers premier quality products for our
pharmaceutical, dentifrice, and consumer products customers.  We
are committed to meeting the needs of our global customers who
depend on the quality that Grace Davison products are known
for."

                      About W.R. Grace

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

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

Stroock & Stroock & Lavan LLP represent the Official Committee
of Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP
and Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  
Lexecon, LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure
Statement on Nov. 13, 2004.  On Jan. 13, 2005, they filed an
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Debtors' Disclosure Statement began on
Jan. 21, 2005.  The Debtors' exclusive period to file a chapter
11 plan expired on July 23, 2007.

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




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ANDREW CORP: Inks Third Amendment to Credit Agreement
-----------------------------------------------------
Andrew Corporation entered into a third amendment to its credit
agreement, effective as of June 30, 2007, with certain financial
institutions named in the third amendment and Bank of America,
National Association, as Administrative Agent, for the Lenders
and as l/c issuer.

The Third Amendment amends in certain respects Andrew's Credit
Agreement dated as of Sept. 29, 2005, which was filed as Exhibit
99.2 to Andrew's Form 8-K filed on Oct. 5, 2005, as amended by a
First Amendment to Credit Agreement dated as of June 16, 2006,
which was filed as Exhibit 10.1 to Andrew's Form 8-K filed on
June 20, 2006, and a Second Amendment to Credit Agreement dated
as of July 13, 2007, which was filed as Exhibit 10.1 to Andrew's
Form 8-K filed on July 18, 2007.

The Third Amendment amended the Credit Agreement in order to
revise the definition of "Consolidated EBITDA" solely for
purposes of calculating compliance with the financial covenants
set forth in Section 6.2.2 of the Credit Agreement.

In addition, the Administrative Agent and Lenders also waived
any event of default under the credit facility occurring due to
a change of control of Andrew resulting from any agreement
entered into between Andrew and CommScope in furtherance of the
CommScope Merger Transaction until the earlier to occur of the
date of the consummation of the CommScope Merger Transaction and
March 31, 2008.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs,   
manufactures and delivers and essential equipment and solutions
for the global communications infrastructure market.  The
company serves operators and original equipment manufacturers
from facilities in 35 countries including China, India, Italy,
Czech Republic, Argentina, Bahamas, Belize, Barbados, Bermuda
and Brazil.

                        *     *     *

The Troubled Company Reporter - Asia Pacific reported that
Standard & Poor's Ratings Services revised its CreditWatch
implications on Andrew Corp. to positive from negative.  The
'BB' corporate credit and 'B+' subordinated debt ratings were
placed on CreditWatch with negative implications on
Aug. 10, 2006.




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* BELIZE: Inks Trade Cooperation Pact with Dominican Republic
-------------------------------------------------------------
Love FM reports that Belize's Prime Minister Said Musa has
signed a cooperation accord with Dominican Republic's President
Leonel Fernandez.

According to Love FM, the agreement is aimed at promoting:

          -- trade,
          -- investment,
          -- education, and
          -- cultural exchange.

According to a government release, Prime Minister Musa said that
Belize wants to become a hub for information services, call
centers, software development and the manufacturer of technology
products.  Love FM says that Prime Minister Musa discussed with
President Fernandez ways of collaborating in these areas.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Standard & Poor's Ratings Services raised its
long- and short-term foreign currency sovereign credit ratings
on Belize to 'B' from 'SD' following the completion of the
government's debt restructuring.  At the same time, Standard &
Poor's raised its long-term local currency sovereign credit
rating on Belize to 'B' from 'CCC+' and its short-term local
currency sovereign rating to 'B' from 'C'.  The outlooks on both
the long-term foreign and local currency sovereign credit
ratings are stable.  Standard & Poor's also assigned its 'B'
rating to Belize's new US$546.8 million step-up bonds due
Feb. 20, 2029, issued at the conclusion of the debt exchange.  
These bonds bear the interest of 4.25% for the first three
years, 6% for years four to five, and 8.5% thereafter, and start
amortizing in 2019.




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CRIMEA INC: Proofs of Claim Must be Filed by Aug. 22
----------------------------------------------------
Crimea Inc.'s creditors are given until Aug. 22, 2007, to prove
their claims to Mr. Elvon Clarke, the company's liquidator, or
be excluded from receiving any distribution or payment.

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

Crimea Inc.'s shareholders agreed on July 2, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

        Mr. Elvon Clarke
        20 Victoria Street
        Hamilton, Bermuda HM11


CRIMEA INC: Will Hold Final Shareholders Meeting on Aug. 22
-----------------------------------------------------------
Crimea Inc. will hold its final shareholders meeting on
Aug. 22, 2007, at 10:00 a.m., at:

          20 Victoria Street
          Hamilton, Bermuda HM11

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three years from
      the dissolution of the company, after which they
      may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

          Mr. Elvon Clarke
          20 Victoria Street
          Hamilton, Bermuda HM11




=============
B O L I V I A
=============


* BOLIVIA: Inks US$5.2-Million Grant with Global Partnership
------------------------------------------------------------
Bolivian Development Planning Minister Gabriel Loza Telleria has
signed a US$5.2-million funding with the World Bank's Global
Partnership on Output-Based Aid, Business News Americas reports.

BNamericas relates that the grant will be used in delivering
renewable electricity to poor rural communities.

The project will benefit over 7,000 homes, microenterprises,
schools and hospitals in remote and dispersed rural areas with
solar generation systems, the World Bank said in a statement.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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


ABN AMRO REAL: Investing BRL70MM To Rebrand Sudameris Branches
--------------------------------------------------------------
Published reports say that ABN Amro Real will invest about BRL70
million to rebrand 262 Sudameris branches and bring its total
number of branches to 1,106 by Sept. 3.

Business News Americas relates that ABN Amro Real completed the
incorporation of Sudameris in March, almost four years after
purchasing 94.6% of the bank from Italian firm Intesa, which got
an 11.6% stake in ABN Amro Real.  ABN Amro's Brazilian unit
exercised a call option and started buying back Intesa's
holdings in June 2005.  However, Sudameris minority shareholders
blocked the stock swap with ABN Amro in 2006, objecting to the
exchange of locally traded Sudameris shares for ABN Amro shares
traded on the Amsterdam stock exchange.  Sudameris shareholders
acquiesced to have 70% of all settlements from existing legal
actions in exchange for ending attempts to block the conclusion
of the sale.

ABN Amro Real increases its client base to 12.7 million from
11.3 million with the inclusion of the Sudameris customers.  It
has launched 17 branches in 2007 and will open 33 before year-
end, BNamericas states.

                         About Intesa

Intesa Sanpaolo S.p.A., formerly Banca Intesa S.p.A., is an
Italy-based banking group with operations focused in four main
business areas.  The Retail Division serves individuals, small
businesses, small and medium enterprises and non-profit
organizations; its main activities include retail banking,
wealth management, private banking and industrial credit.  The
Corporate Division serves mid and large entities, financial
institutions and public administrations; its main activities
include mergers and acquisitions and structured finance
services, merchant banking, capital market, global custody and
the specialized international network.  The Italian Subsidiary
Banks Division includes banking subsidiaries rooted in regional
markets.  The International Subsidiary Banks Division involves
subsidiaries abroad, providing retail and commercial banking
services mainly in Central-Eastern Europe.  It has branches and
representative offices in Europe, Asia, Latin and North America,
and Africa.

                       About Sudameris

Headquartered in Sao Paulo, Brazil, Banco Sudameris Brasil S.A.
is part of ABN AMRO REAL Bank.  It serves both corporate and
individual clients.  For individuals, the company offers credit
cards, foreign and gold exchange services, loans, investment
services such as savings, funds, car insurance and fee payment,
life and patrimonial insurance, retirement plans and investment
portfolios with mixed compositions.  For the corporate client,
the company offers exchange services and import/export financing
contracts, credit cards and credit lines, loans, leasing and
general financing, investment services, insurance and private
social security funds, as well as general corporate banking
services.  The company has branches throughout the country.

                     About ABN Amro Real

ABN Amro Real specializes in commercial banking, capital
markets, corporate banking, asset management, and trade finance.
Its more than 22,000 employees assist over five million clients
throughout five thousand different points of sales.  In 1999,
the bank merged with Brazil's Banco Real.  The regional office
for Latin America and the Caribbean is located in Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept 4, 2006, Moody's Investors Service upgraded Banco ABN AMRO
Real S.A.'s long-term foreign currency deposits to Ba3, from B1.
Moody's said the rating outlook was stable.


BANCO NACIONAL: Debentures Offer Make Record Number of Investors
----------------------------------------------------------------
The most recent debentures offer carried out by Banco Nacional
de Desenvolvimento Economico e Social integral subsidiary
[BNDESPAR] was able to reach a record number of retail investors
of 8.8 thousand individuals, more than twice the number of the
previous issuance.

In total, 1.35 million simple debentures were placed in the
market between July 30th and 31st, 2007, with nominal value of
BRL1.35 billion. The retail investors purchased 180.985
debentures.  The result more than doubled the number reached in
the previous offer, when 4.25 thousand retail investors acquired
99.9 thousand debentures.

Initially, the offer, which was established in 1 million
debentures, was later broadened in 35%, due to the elevated
demand presented by retail investors (individuals) and
institutional investors.  As regards volume, the operation was
the largest until this point, in 2007, for the retail end,
including share offers.

It relates to the second debentures issuance carried out by
BNDESPAR under the ambit of a BRL2 billion program registered in
the Securities and Exchange Commission.  The first -- BRL600
million -- was concluded in December of 2006 and surpassed the
initial offer in 20%, which was BRL500 million.

The current operation was carried out in two series -- first a
prefixed series and another entailed to the IPCA variation --
with initial nominal value of each debenture at BRL1,000.00.  
The prefixed series, which maturity will come on January 2011,
is comprised of 550 debentures (BRL550 million) and will offer
to the investor a 11.20% interest rate per year.

The return equals a spread of 0.3% in the bookbuilding (price
formation process) date upon the Treasury equivalent bond
(NTN-F).  The IPCA series, which maturity date is set for August
of 2013, comprises 800 thousand debentures (BRL800 million) and
will provide to the investor a real interest rate (above the
inflation measured by the IPCA) of 6.80% per year.  The return
equals a difference of approximately 0.18% over the Treasury
equivalent bonds (NTN-B).

The reduced spreads reflect the low credit risk (Aaa.br by
Moody's) of this issuance.

                            Retail

The result was compatible to initial public offers of successful
stocks: considering the past few years, this debentures offer
represents the fourth in terms of volume, surpassed only by both
PIBB operations (carried out by BNDES in 2004 and 2005) and by
the initial public offer of Banco do Brasil, in 2006.  These
data reveal a strong acceptance by the public as regards an
investment alternative (debenture) which previously it was
practically restricted to institutional investors.

                         Institutional

The institutional offer of the prefixed series obtained orders
from 26 different investors, having allocated debentures to 20
investors, amongst which Foundations, Investment Funds,
Treasuries, and Individuals.

The institutional offer of the IPCA series obtained orders from
55 different investors, having allocated debentures to 31
investors, amongst which Foundations, Investment Funds,
Treasuries, and Individuals.  Such diversification, more
commonly seen in stock offers than in debenture offers, complies
with BNDESPAR's objective to stimulate the secondary negotiation
of debentures.

                          Objective

One of the objectives of the BNDESPAR operation was to
contribute towards the development of the debentures market,
introducing several innovative characteristics, among which:

   -- First issuance in the domestic market of debentures of
      prefixed bonds and use, once again, of the IPCA as
      indexer, in line with long-term Treasury bonds;

   -- Efforts towards pulverized distribution, above all to
      individuals;

   -- Admission of the use of Arbitrage Chambers for solving
      conflicts;

   -- Requirement that the public negotiations (secondary
      market) would be done exclusively within electronic
      environments (CetipNet and BovespaFix); and

   -- Hiring of three market makers in both negotiation
      environments.

A similar policy, established in the offer carried out in 2006,
has been assuring constant negotiations of BNDESPAR bonds. For
example, on BovespaFix, since the first day of negotiations
(Dec. 21, 2006) until July 25, 2007, there was purchase and sell
offers in 100% of the days.  Within this period, approximately
360 business deals were made, having occurred operations with
the BNDESPAR's bonds in approximately 80% of the days.

The coordinators of the issuance were UBS Pactual, Bradesco BBI
and BB Banco de Investimento, and was formed a sales group with
more than 40 participants, amongst which banks and brokerage
firms.

Therefore, this new BNDESPAR issuance provides continuity to its
resource leveraging program in the local market, contributes
towards increasing the secondary market's solvency and widens
the investors' base in these bonds.  Thus, BNDES fulfills its
role as an institution that strengthens the capital market and
stimulates new investment alternatives for the small investor.

Banco Nacional de Desenvolvimento Economico e Social 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 reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BANCO NACIONAL: Lending BRL1.8B for Eletrobras Unit's Plants
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social will lend
up to BRL1.8 billion for four hydroelectric plants that federal
power firm Centrais Eletricas Brasileiras SA aka Eletrobras'
units Eletrosul and Furnas will construct, Eletrosul said in
a statement.

Eletrosul told Business News Americas that the plants are part
of the growth acceleration program the Brazilian government is
promoting to advance the nation's development process.  The
plants are:

         -- Maua,
         -- Sao Joao,
         -- Simplicio, and
         -- Batalha.

BNamericas relates that Banco Nacional will extend some BRL700
million for the 362-megawatt Maua plant, which Eletrosul is
constructing in partnership with power firm Copel in Parana.

Parana governor Roberto Requiao commented to BNamericas,
"Eletrosul and Copel will invest BRL950 million in Maua."

An Eletrosul spokesperson told BNamericas that Maua could start
operating in January 2011.

BNamericas says that Banco Nacional will extend BRL190 million
to Eletrosul's 775-megawatt Sao Joao plant in Rio Grande do Sul.

The spokesperson told BNamericas, "The first turbine will arrive
in Sao Joao in 2009 and the plant will start its operations a
year later."

BNamericas notes that the Banco Nacional loan will be disbursed
from 2007 to 2010.  Eletrosul will have 10 years to repay the
loan at an interest rate of 10% per year.

A Furnas spokesperson told BNamericas that Banco Nacional will
fund the 334-megawatt Simplicio plant between Rio de Janeiro and
Minas Gerais.  The bank will also finance the 152-megawatt
Batalha plant in Minas Gerais and Goias.

According to the report, Furnas said in April that Batalha and
Simplicio would begin operations in the first and second
quarters of 2009, respectively.

The Furnas spokesperson told BNamericas, "However, the
construction will be delayed because of environmental issues
raised by [Brazil's environmental agency] Ibama."

Investments in Simplicio and Batalha will total BRL1.2 billion
and BRL380 million, respectively, BNamericas reports.

                    About Eletrobras

Centrais Eletricas Brasileiras SA aka Eletrobras operates in the
electric power sector in Brazil.  The objective of Eletrobras is
to perform activities involving studies, projects, construction
and operation of electric power plants, transmission and
distribution lines as well as underlying trade operations
arising there from.  Eletrobras is tasked with the preparation
of studies and with drawing up construction projects for
hydroelectric generation, transmission lines and substations to
supply Brazil.  It engages areas involving granting loans and
financing, providing guarantees, locally or abroad, and
acquiring debentures of companies and holders of public electric
power services under their control; providing loans and
guarantees, locally or abroad, for technical and scientific
research institutions; and promoting and supporting researches
relating to the power sector, linked to the generation,
transmission and distribution of electric power.

                      About Eletrosul

Eletrosul Centrais Eletricas S.A. is a Brazilian state-owned
transmission company.  It is a unit of Eletrobras.
                  
                       About Furnas

Based in Rio de Janeiro, Brazil, Furnas is a generation and
transmission company with over 15,000-kilometer lines and 39
substations.  It transmits power from the Itaipu hydroelectric
plant and 35% of all power consumed in the country.

                     About Banco Nacional

Banco Nacional de Desenvolvimento Economico e Social 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 reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BAUSCH & LOMB: Advance Medical Withdraws Acquisition Bid
--------------------------------------------------------
Advance Medical Optics withdrew its offer to acquire Bausch &
Lomb Incorporated after Bausch & Lomb's Board of Directors
declined to grant AMO "adequate time" to provide evidence
that AMO stockholder approval on the proposed merger can be
secured.

Bausch & Lomb gave AMO until Aug. 3, 2007, to submit the
required evidence.

AMO said in its letter that "[i]t is clear from the way
[Bausch & Lomb] has run the go-shop process and the unrealistic
hurdles that have been uniquely imposed on [AMO] that [Bausch &
Lomb] does not have any interest in providing its shareholders
with the opportunity to receive the US$75 per share offer that
[AMO] proposed."

AMO argued that Bausch & Lomb remained intent on delivering
its business to Warburg Pincus at US$65 per share, a transaction
AMO which says is "inferior to AMO's proposal both in terms of
value and the ability for the Bausch & Lomb shareholders to
participate in the significant synergies that combining AMO
and Bausch & Lomb would create."

                About Advanced Medical Optics

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- (NYSE: EYE) develops, manufactures
and markets ophthalmic surgical and contact lens care products.
The company has operations in Germany, Japan, Ireland, Puerto
Rico and Brazil.

                    About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and
Asia (including operations in India, Australia, China, Hong
Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan
and Thailand).  In Latin America, the company has operations in
Brazil and Mexico. "In Europe, the company maintains operations
in Austria, Germany, the Netherlands, Spain, and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services said its 'BB+' corporate
credit and senior secured ratings on Bausch & Lomb Inc. remain
on CreditWatch with negative implications in light of the
July 5, 2007 acquisition bid by Advanced Medical Optics Inc.

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service stated that it will continue its
review of Bausch & Lomb Incorporated's ratings for possible
downgrade following the announcement that the company has
entered into a definitive merger agreement with affiliates of
Warburg Pincus.

Ratings subject to review for possible downgrade include the
company's Ba1 Corporate Family rating and Ba1 Probability of
Default rating.

In addition, the Warburg Pincus deal prompted Fitch to maintain
its Negative Rating Watch on the company.  Fitch also warned
that the transaction would significantly increase leverage and
likely result in a multiple-notch downgrade, including an Issuer
Default Rating of no higher than 'BB-'.


BRASIL TELECOM: Gov't Forming Commission To Study Merger with Oi
----------------------------------------------------------------
Brazil's Communications Minister Helio Costa told reporters that
the federal government will create an inter-ministerial
commission to analyze the feasibility of merging Oi and Brasil
Telecom.

Business News Americas relates that the commission would be made
up of representatives from:

          -- the communications ministry,
          -- the industry and development ministry,
          -- the presidential office, and
          -- telecoms regulator Anatel.

Government officials support the move, saying that it is a
chance to set up a strong national player to compete with
telecoms Telefonica and Telmex, news daily Valor Economico says.

According to news daily Estado de S Paulo, the commission has no
deadline to make a decision, which would need Brazilian
President Luiz Inacio Lula da Silva's approval.

Minister Costa told Estado de S that the government wouldn't be
interested in nationalizing the operator.  However, the
government could veto key strategic decisions.

"We want a Brazilian company, not a Brazilian public company,"
Minister Costa commented to Estado de S.

BNamericas notes that Minister Costa didn't reject the
possibility of foreign participation in the merged
telecommunications firm.  However, at least 51% of the capital
must be owned by Brazilian entities.

Minister Costa told Estado de S that Portugal Telecom's recent
proposal supports the creation of a combined Portuguese and
Brazilian operator.  The proposal is being studied.

The Oi-Brasil Telecom merger could bring in around BRL30 billion
in combined revenues and 22.6 million subscribers across 25
states and the capital Brasilia, BNamericas states.

                          About Oi

Oi is a wireless unit of Telemar Norte Leste Participacoes,
which is a provider of telecommunication services in South
America.  Oi provides Telemar Norte's mobile services.  It has
acquired data transmission services provider Pegasus.

                     About Brasil Telecom

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional
long-distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.

Moody's Investors Service placed a Ba1 local currency long-term
issuer rating on Brasil Telecom.


BUCYRUS INT'L: Net Income Rises to US$27.8 Mil. in Second Qtr.
--------------------------------------------------------------
Bucyrus International Inc. disclosed its summary unaudited
results for the three and six months ended June 30, 2007.  
Bucyrus acquired DBT on May 4, 2007, for US$710 million in cash,
subject to certain post-closing adjustments, and 471,476 shares
of Bucyrus' common stock with a market value of US$21.8 million.

Net earnings for the second quarter of 2007 were US$27.8
million, or US$.81 per share, compared with US$21.6 million, or
US$0.69 per share, for the second quarter of 2006.  Net earnings
for the six months ended June 30, 2007, were US$45.6 million, or
US$1.39 per share, compared with US$36.1 million, or US$1.15 per
share, for the six months ended June 30, 2006.

                Second Quarter Operating Results

The net assets acquired and results of operations of DBT since
the date of acquisition are included in Bucyrus' financial
information presented below which, as a result of the shortened
reporting period, may not be indicative of future results.

Sales for the second quarter of 2007 were US$374.8 million, an
increase of US$193.0 million, or 106.2%, from US$181.8 million
for the second quarter of 2006.  Original equipment sales were
US$189.0 million, an increase of US$135.2 million, or 251.6%,
from US$53.8 million for the second quarter of 2006.  
aftermarket parts and service sales were US$185.8 million, an
increase of US$57.8 million, or 45.1%, from US$128.0 million for
the second quarter of 2006.  Sales for the six months ended
June 30, 2007 were US$565.2 million, an increase of US$217.7
million, or 62.7% from US$347.5 million for the six months ended
June 30, 2006.  Original equipment sales were US$267.4 million,
an increase of US$160.2 million, or 149.4%, from US$107.2
million for the six months ended June 30, 2006.  Aftermarket
parts and service sales were US$297.8 million, an increase of
US$57.5 million, or 23.9%, from US$240.3 million for the six
months ended June 30, 2006.  Surface mining sales for second
quarter of 2007 were US$213.6 million, an increase of US$31.8
million, or 17.5%, from US$181.8 for the second quarter of 2006.  
Surface mining original equipment sales were US$85.7 million, an
increase of US$31.9 million, or 59.5%, from US$53.8 million for
the second quarter of 2006, and aftermarket parts and service
sales were US$127.9 million, a decrease of US$.1 million, or
0.1%, from US$128.0 million for the second quarter of 2006.  

Surface mining sales for the six months ended June 30, 2007 were
US$404.0 million, an increase of US$56.5 million, or 16.3%, from
US$347.5 million for the six months ended June 30, 2006.  
Surface mining original equipment sales were US$164.1 million,
an increase of US$56.9 million, or 53.1%, from US$107.2 million
for the six months ended June 30, 2006, and aftermarket parts
and service sales were US$239.9 million, a decrease of US$.4
million, or .2%, from US$240.3 million for the six months ended
June 30, 2006.  The overall increase in surface mining sales is
the result of sustained demand and increased prices of
commodities that are surface mined by Bucyrus machines.  
Capacity constraints continue to have an impact on surface
mining sales.  The ongoing expansion of Bucyrus' South Milwaukee
facilities is expected to be completed by the first quarter of
2008.  Underground mining sales for the second quarter and first
six months of 2007 were US$161.2 million and consisted of
US$103.3 million and US$57.9 million of original equipment and
aftermarket parts and service sales, respectively.  Underground
mining sales were at the level expected when DBT was acquired.

Gross profit for the second quarter of 2007 was US$96.3 million,
or 25.7% of sales, compared with US$46.9 million, or 25.8% of
sales, for the second quarter of 2006.  Gross profit for the six
months ended June 30, 2007 was US$148.4 million, or 26.3% of
sales, compared with US$87.8 million, or 25.3% of sales, for the
six months ended June 30, 2006.  Gross profit for the second
quarter and first six months of 2007 was reduced by US$6.2
million of amortization of purchase accounting adjustments as a
result of the acquisition of DBT.  Excluding this amortization,
the gross profit percentage for the second quarter and first six
months of 2007 in each case would have been 27.3%.  The
increases in gross profit were primarily due to the acquisition
of DBT and increased surface mining original equipment sales, as
well as improved gross margins on both surface mining original
equipment and aftermarket parts and services.

Selling, general and administrative expenses for the second
quarter of 2007 were US$42.9 million, or 11.5% of sales,
compared with US$18.1 million, or 9.9% of sales, for the second
quarter of 2006.  Selling, general and administrative expenses
for the six months ended June 30, 2007 were US$64.1 million, or
11.3% of sales, compared with US$33.5 million, or 9.7% of sales,
for the six months ended June 30, 2006.  The increase in
selling, general and administrative expenses was primarily due
to the acquisition of DBT.  Excluding the impact of the
acquisition of DBT, the dollar amount of selling, general and
administrative expenses in the second quarter of 2007
approximated the dollar amount of selling, general and
administrative expenses recognized in recent quarters.

Operating earnings were US$44.3 million for the second quarter
of 2007, an increase of 74.7% from US$25.4 million for the
second quarter of 2006.  Operating earnings for the six months
ended June 30, 2007 were US$72.2 million, an increase of 49.2%
from US$48.4 million for the six months ended June 30, 2006.  
Included in second quarter and first six months operating
earnings for 2007 was US$11.5 million related to the operations
of DBT, which is net of US$10.5 million of purchase accounting
adjustments.  In addition to operating earnings related to DBT
operations, operating earnings for the quarter and six months
ended June 30, 2007, increased primarily due to increased gross
profit resulting from increased sales volume.

Interest expense was US$7.0 million for the second quarter of
2007 compared with US$.6 million for the second quarter of 2006.  
Interest expense for the six months ended June 30, 2007 was
US$8.4 million compared with US$1.2 million for the six months
ended June 30, 2006.  The increase in interest expense in 2007
was due to increased debt levels related to the financing of the
acquisition of DBT.

Income tax expense for the second quarter 2007 was US$11.0
million compared with US$3.2 million for the second quarter
2006.  Income tax expense for the six months ended
June 30, 2007, was US$19.6 million compared with US$11.0 million
for the six months ended June 30, 2006.  The effective rate for
the second quarter of 2007 was 28.3%, which is lower than the
statutory rate as a result of the implementation of the
financing structure and certain one-time adjustments related to
the acquisition of DBT.  Income tax expense for the second
quarter of 2006 was reduced by a net income tax benefit of
approximately US$3.7 million related to foreign tax credits.  
The foreign tax credits resulted from the completion of Bucyrus'
evaluation of its potential to claim additional foreign tax
credits generated in previous tax periods.

EBITDA for the second quarter of 2007 was US$57.7 million, an
increase of 98.4% from US$29.1 million for the second quarter of
2006.  As a percent of sales, EBITDA for the second quarter of
2007 was 15.4% compared to 16.0% for the second quarter of 2006.  
EBITDA for the six months ended June 30, 2007 was US$89.8
million, an increase of 61.3% from US$55.7 million for the six
months ended June 30, 2006.  As a percent of sales, EBITDA for
the six months ended June 30, 2007, was 15.9% compared to 16.0%
for the six months ended June 30, 2006.  Included in second
quarter and first six months EBITDA for 2007 was US$20.3 million
related to the operations of DBT.  EBITDA is defined as net
earnings before interest income, interest expense, income taxes,
depreciation and amortization.  EBITDA includes the impact of
non-cash stock compensation expense, severance expenses, loss on
sales of fixed assets and the inventory fair value purchase
accounting adjustment charged to cost of products sold.  
EBITDA is a measurement not recognized in accordance with
accounting principles generally accepted in the United States of
America and should not be viewed as an alternative to GAAP
measures of performance.  For a reconciliation of net earnings
as shown in the Unaudited Consolidated Statements of Earnings to
EBITDA and a reconciliation of net cash provided by operating
activities as shown in the Unaudited Consolidated Statements of
Cash Flows to EBITDA.

Capital expenditures for the first six months of 2007 were
US$35.6 million, which included US$16.8 million related to
Bucyrus' previously announced ongoing expansion of its South
Milwaukee facilities.  The remaining capital expenditures
consisted primarily of production machinery at its main
manufacturing facility.

As of June 30, 2007, total backlog was US$1.46 billion, US$1.13
billion of which was expected to be recognized within the
subsequent 12 months.  This represents a 63.6% and 90.8%
increase from the December 31, 2006 total backlog of US$894.7
million and 12-month backlog of US$593.8 million, respectively.  
Included in backlog at June 30, 2007 was US$994.6 million
related to surface mining operations, US$667.4 million of which
was expected to be recognized within the subsequent 12 months,
and US$469.1 million related to underground mining operations,
US$465.5 million of which was expected to be recognized within
the subsequent 12 months.  New orders related to surface mining
operations for the first six months of 2007 were US$298.5
million and US$205.3 million for original equipment and
aftermarket parts and service sales, respectively.  New orders
related to underground mining operations for the first six
months of 2007 were US$127.3 million and US$62.2 million for
original equipment and aftermarket parts and service sales,
respectively.  Included in surface mining original equipment
orders for the second quarter of 2007 was the sale of a dragline
and related equipment with a price in excess of US$100.0 million
to be delivered by 2010.  Since Bucyrus recognizes revenue on a
percentage of completion basis, the impact of this order will be
recognized over a period of several years.

                 About Bucyrus International

Bucyrus International -- http://www.bucyrus.com/-- is a leading  
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement
parts and services for these machines.  For the 12 months ended
Sept. 30, 2006, Bucyrus had sales of USUS$705 million.  Bucyrus
is headquartered in South Milwaukee, Wisconsin.  DBT has eight
facilities around the world and approximately 3,200 employees.
The company has operations in Brazil, Chile, China and Europe.

                        *     *     *

As reported in the Troubled Company Reporter-LAtin America on
June 7, 2007, Standard & Poor's Ratings Services revised its
recovery rating on Bucyrus's credit facilities.  The bank loan
rating remains 'BB-', however the recovery rating was revised to
'3' from '4', indicating S&P's expectation that these lenders
would receive meaningful recovery (50%-80%) in a payment
default.

The paydown of more than USUS$300 million in the term loan -- to
US$500 million from USUS$825 million from proceeds of a recent
equity offering -- was the primary reason for the rating change.

The corporate credit rating on Bucyrus is BB-/Positive/--


DRESSER-RAND: Earns US$26.2 Million in Second Quarter of 2007
-------------------------------------------------------------
Dresser-Rand Group Inc. reported net income of US$26.2 million
for the second quarter 2007.  This compares to a net income of
US$10.7 million for the second quarter 2006.

Second quarter 2007 income included a provision for litigation
and related interest of US$4.2 million (US$2.6 million after-tax
or US$0.03 per diluted share) and a charge of US$ 2.3 million
(US$1.5 million after-tax or US$0.02 per diluted share) related
to a change in an accounting estimate for workers' compensation.

"The improvements in our second quarter 2007 results over last
year were somewhat tempered by the litigation provision and a
change in accounting estimate," Vincent R. Volpe, Jr., President
and Chief Executive Officer of Dresser- Rand, said.  "The impact
of these two items was approximately US$0.05 per diluted share.  
Additionally, changes in procurement processes and a delay in
the budget appropriations by certain of our national oil company
clients resulted in lower than expected aftermarket bookings and
revenues for the period.  Total revenues increased 4%, operating
income increased 14%, and our backlog grew 59% over the year ago
period.  New unit bookings were strong as the upstream,
midstream and downstream markets remain very active, with the
most notable order coming for a floating, production, storage
and offloading project for British Petroleum for approximately
US$154 million.

Total revenues for the second quarter 2007 of US$441.2 million
increased US$17.2 million or 4% compared to US$424 million for
the second quarter 2006.  Total revenues for the six months
ended June 30, 2007 of US$755.6 million increased US$40.1
million or 6% compared to US$715.5 million for the corresponding
period in 2006.

Operating income for the second quarter 2007 was US$50.1
million.  This compares to operating income of US$27.2 million
for the second quarter 2006 which included US$16.8 million for
stock-based compensation expense for exit units.  Second quarter
2007 operating income increased from the year ago quarter due to
higher pricing and productivity improvements.  Operating income
for the six months ended June 30, 2007 was US$83 million.  This
compares to operating income of US$57.4 million for the
corresponding period in 2006, which included a net charge of
US$5 million comprised of the US$16.8 million for stock-based
compensation expense for exit units partially offset by a US$12
million curtailment gain.  Operating income increased from the
year ago six-month period primarily due to higher pricing.

As of June 30, 2007, cash and cash equivalents totaled
US$160.8 million and borrowing availability under the US$350
million revolving credit portion of the company's senior credit
facility was US$147.5 million, as US$202.5 million was used for
outstanding letters of credit.

In first six months of 2007, cash provided by operating
activities was US$136.2 million, which compared to US$6.9
million for the corresponding period in 2006.  The increase of
US$129.3 million in net cash provided by operating activities
was principally from changes in working capital.  In the first
six months of 2007, capital expenditures totaled US$8.6 million
and the company prepaid US$110.1 million of its outstanding
indebtedness under its senior secured credit facility.  As of
June 30, 2007, total debt was US$396.9 million and total debt
net of cash and cash equivalents was approximately US$236.1
million.

In July 2007, the company prepaid the remaining US$26.8 million
of outstanding indebtedness under its senior secured credit
facility.

                     About Dresser-Rand

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:
DRC) is a supplier of rotating equipment solutions to the
worldwide oil, gas, petrochemical, and process industries.  It
operates manufacturing facilities in the United States, France,
Germany, Norway, India, and Brazil, and maintains a network of
24 service and support centers covering 105 countries.

                        *     *     *

Standard & Poor's Ratings Services raised on Sept. 13, 2006, its
corporate credit rating on rotating equipment maker Dresser-Rand
Group Inc. to 'BB-' from 'B+' and revised the outlook on the
rating to stable from positive.


DRESSER-RAND: Supplying NatGas Compression Unit to P-18 Oil Rig
---------------------------------------------------------------
Dresser-Rand said in a statement that it will supply the natural
gas compression unit to Brazil's state-run oil firm Petroleo
Brasileiro SA's P-18 oil rig in the Campos basin's Marlin field.

Business News Americas relates that the agreement is estimated
at over US$11 million.  It would be signed in August.

Dresser-Rand told BNamericas that it "developed a separation and
centrifugal compression technology that allows a reduction in
the size and weight of the required compression equipment."

Dresser-Rand also supplied compression systems to the P-53
floating production, storage and offloading vessel in the Marlim
field, BNamericas states.

                  About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp   
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

                      About Dresser-Rand

Dresser-Rand Group Inc. (NYSE: DRC) is among the largest
suppliers of rotating equipment solutions to the worldwide oil,
gas, petrochemical, and process industries.  It operates
manufacturing facilities in the United States, France, Germany,
Norway, India, and Brazil, and maintains a network of 24 service
and support centers covering 105 countries.

                        *     *     *

Standard & Poor's Ratings Services raised on Sept. 13, 2006, its
corporate credit rating on rotating equipment maker Dresser-Rand
Group Inc. to 'BB-' from 'B+' and revised the outlook on the
rating to stable from positive.


INDEPENDENCIA ALIMENTOS: S&P Holds B Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
corporate credit rating on Brazil-based meat-processing company
Independencia Alimentos S.A. (previously Independencia Alimentos
Ltda) remains on CreditWatch with negative implications, where
it was placed on May 31, 2007, despite the disclosure of more
information regarding the reason for the CreditWatch placement.

The initial placement followed Independencia's announcement that
it reached an agreement to acquire 100% of Brazil-based Goias
Carnes (not rated).  S&P did not receive any information
regarding operational or financial performance data on Goias
Carne, which is now a subsidiary of Independencia; the final
agreement was signed at the beginning of July 2007.

Recent developments indicate that JP Morgan granted a US$100
million bank loan to Independencia Participacoes (Participacoes;
not rated) for the Goias Carne acquisition.  Independencia
Participacoes is a holding company that controls Independencia
(operating company).  Debt from the acquisition has a bullet
maturity in May 2009 and counts on a full-interest grace period
up to maturity.

The Goias Carne acquisition happened at the same time as
Independencia rearranged its organizational structure to improve
corporate governance and to prepare the company for a possible
IPO.  During 2007, Independencia Alimentos Ltda was converted
into a corporation, Independencia Alimentos S.A., while
Participacoes was created. Independˆncia's strategy is to pay
off the US$100 million bank loan by carrying out the IPO before
the debt matures.

"Although the holding company's debt from the acquisition has
not increased Independencia's leverage directly, we will analyze
the debt from the acquisition on a consolidated basis because
this debt repayment could depend ultimately on the operating
company's performance if there is a delay in the IPO.  The
CreditWatch resolution depends on Independencia's final
consolidated financial figures with Goias Carne, despite debt
from the acquisition," said Standard & Poor's credit analyst
Vivian Zietemann.

Headquartered in Cajamar, Sao Paulo, Brazil, Independencia is
Brazil's fourth largest producer of fresh and frozen beef and
wet blue leather with eight beef slaughtering facilities, one
pork slaughtering facility, a jerked beef plant and three
storage facilities located in the following five Brazilian
States: Mato Grosso do Sul, Minas Gerais, Sao Paulo, Rondonia
and Tocantins.


MRS LOGISTICA: Earns BRL138 Million in Second Quarter 2007
----------------------------------------------------------
MRS Logistica said in a release that its net profit increased
20.8% to BRL138 million in the second quarter 2007, compared to
BRL114 million in the same quarter last year.

Business News Americas relates that MRS Logistica's net revenue
rose 13.3% to BRL537 million in the second quarter 2007,
compared to BRL474 million in the second quarter 2006.  The
company's net revenue grew 13% to BRL1.02 billion in the first
six months of 2007, compared to the same period last year.

According to BNamericas, transport volume increased 11.8% to
31.2 million tons in the second quarter 2007, form last year's
second quarter, primarily due to the increase in the
transportation of the firm's main product -- iron ore for
export, agricultural products, and bauxite.

MRS Logistica completed the purchase of 30 new locomotives and
274 wagons in the first six months of 2007, BNamericas notes.  
According to the firm, this indicates preparation for future
growth.

The MRS consortium is a railway freight transport company
established in 1996 to operate approximately 1,700 kilometers of
track in the states of Minas Gerais, Rio de Janeiro e Sao Paulo.
MRS's rail network is also linked to the Central Atlantic,
Vitoria-Minas and Sao Paulo Railroads, offering intramodal
transportation options to the other parts of the country.  The
company mainly transports cargo for its principle shareholders.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 24, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based railroad
company MRS Logistica S.A.  S&P revised the outlook to positive
from stable.


SOLECTRON CORP: Stockholders Special Meeting Set for Sept. 27
-------------------------------------------------------------
Solectron Corporation has set, on Sept. 27, 2007, a special
meeting of stockholders, to consider and vote upon the proposed
merger with Flextronics International Ltd.  The meeting will be
held at Solectron's principal executive offices at 847 Gibraltar
Drive, Building 5, Milpitas, California, 95035 and will begin at
8:00 a.m. Pacific time.  The record date for the meeting is
Aug. 6, 2007.  A definitive joint proxy statement/prospectus
relating to the special meeting will be mailed to stockholders
beginning on or about Aug. 13, 2007.

                      About Solectron

Headquartered in Milpitas, California, Solectron Corp.
(NYSE: SLR) -- http://www.solectron.com/-- provides a full  
range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.  
Solectron's offerings include new-product design and
introduction services, materials management, product
manufacturing, and product warranty and end-of-life support.  
The company operates in more than 20 countries on five
continents including France, Malaysia, and Brazil, among others.  
It had sales from continuing operations of US$10.6 billion in
fiscal 2006.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services raised its corporate credit
and senior unsecured ratings on Milpitas, California-based
Solectron Corp. to 'BB-' from 'B+', and its subordinated debt
rating to 'B' from 'B-'.  S&P said the outlook is stable.

On May 9, 2007, Fitch Ratings affirmed Solectron Corporation's
ratings as:

    -- Issuer Default Rating at 'BB-';
    -- Senior secured bank facility at 'BB+';
    -- Senior unsecured debt at 'BB-'; and
    -- Subordinated debt at 'B+'.


TEKSID ALUMINUM: Launches Consent Solicitation on 11-3/8% Notes
---------------------------------------------------------------
Teksid Aluminum Luxembourg S.a r.l., S.C.A., has commenced a
solicitation of consents, on Aug. 2, 2007, from each holder of
its outstanding 11-3/8% Senior Notes due 2011 pursuant to a
consent solicitation statement dated Aug. 2, 2007, to implement
proposed amendments to the indenture governing the Senior Notes.  
The consent solicitation will expire at 10:00 a.m., New York
City time (3:00 p.m., London time), on Aug. 8, 2007, unless
extended or earlier terminated.  Adoption of the proposed
amendments and execution of a supplemental indenture giving
effect to the proposed amendments (the Supplemental Indenture)
requires the receipt of consents of at least a majority of the
then aggregate outstanding principal amount of Senior Notes (the
Requisite Consents) on or prior to the Expiration Date.

Noteholders who consent at or prior to the execution of the
Supplemental Indenture may revoke their consents at any time
prior to the execution of the Supplemental Indenture, but not
thereafter.

By delivering their consents, Noteholders are consenting to:

    (i) allow the sale of Teksid Aluminum S.r.l. and,
        indirectly, its subsidiary Teksid Aluminum Getti
        Speciali S.r.l., (the Fiat Sold Companies) to Fiat
        Powertrain Technologies S.p.A. pursuant to an agreement
        dated July 25, 2007 (as such agreement may be amended in
        accordance with the terms of the Statement);

   (ii) allow the repayment or settlement of certain
        intercompany obligations, including the obligations owed
        by the Company and TK Aluminum-Luxembourg Finance S.a
        r.l. to the Fiat Sold Companies and the obligations owed
        by the Fiat Sold Companies to certain of the company's
        indirect subsidiaries organized under the laws of
        France;

  (iii) permit the transfer of the quotas held by the Company in
        Teksid Aluminum Getti Speciali S.r.l. to Teksid Aluminum
        S.r.l.;

   (iv) extend the time by which an offer to purchase Senior
        Notes with the proceeds of the sales of each of Teksid
        Aluminum Poland Sp. z o.o., the company's indirectly
        held minority equity interest in Nanjing Teksid Aluminum
        Foundry and the Company's equity interest in Cevher
        Dokum Sanayi A.S. is to be made to no later than
        Oct. 15, 2007; and

    (v) extend the time by which an offer to purchase Senior
        Notes with the proceeds of each of the Fiat Payment and
        the Escrow Amount is to be made to no later than ten
        business days after receipt of such payments, but in no
        event prior to Oct. 15, 2007.

As soon as the Requisite Consents are obtained, the company
intends to execute the Supplemental Indenture.

There will not be any consent fee offered to holders of Senior
Notes in conjunction with the consent solicitation.

The completion of the consent solicitation is subject to, among
other things, the following conditions: the valid receipt, prior
to the Expiration Date, of the Requisite Consents, the due
execution of the Supplemental Indenture, and certain other
general conditions described in the Statement.

These conditions are for the company's sole benefit and the
company may waive them in whole or in part at any or at various
times prior to the expiration of the consent solicitation in its
sole discretion.  In addition, subject to the terms set forth in
the Statement, the company expressly reserves the right, but
will not be obligated, at any time or from time to time, on or
prior to the Expiration Date, to extend or amend the consent
solicitation in any respect, subject to applicable law.

                     About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/--  
manufactures aluminum engine castings for the automotive
industry.  Principal products include cylinder heads, engine
blocks, transmission housings, and suspension components.  The
company operates 15 manufacturing facilities in Europe, North
America, South America, and Asia.  The company maintains
operations in Italy, Brazil, and China.

                        *     *     *

As reported on May 9, 2007, Moody's Investors Service confirmed
the Caa3 Corporate Family Rating of Teksid Aluminum Ltd as well
as the Ca rating of the company's senior notes at Teksid
Aluminum Luxembourg Sarl SCA with a stable outlook.

It also lowered its long-term debt rating on the EUR240 million
senior unsecured notes issued by Teksid Aluminum Luxembourg
S.a.r.l., S.C.A. and guaranteed by TKA to 'D' from 'C'.




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


AQR GLOBAL: Proofs of Claim Filing Ends Today
---------------------------------------------
AQR Global Arbitrage Offshore Fund (USD) Ltd.'s creditors are
given until Aug. 6, 2007, to prove their claims to Bradley D.
Asness, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL ASSET (USD): Proofs of Claim Filing Is Until Today
-------------------------------------------------------------
AQR Global Asset Allocation Offshore Fund (USD) III Ltd.'s
creditors are given until Aug. 6, 2007, to prove their claims to
Bradley D. Asness, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Ogier
          Attention: Andrew Morehouse
          P.O. Box 1234
          Grand Cayman KY1-1108
          Cayman Islands
          Tel: (345) 949 9876
          Fax: (345) 949 1986


AQR GLOBAL ASSET (EUR): Proofs of Claim Filing Ends Today
---------------------------------------------------------
AQR Global Asset Allocation Offshore Fund (EUR) Ltd.'s creditors
are given until Aug. 6, 2007, to prove their claims to Bradley
D. Asness, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL FIXED: Proofs of Claim Must be Filed Today
-----------------------------------------------------
AQR Global Fixed Income Offshore Fund (USD) Ltd.'s creditors are
given until Aug. 6, 2007, to prove their claims to Bradley D.
Asness, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL FIXED (II): Proofs of Claim Filing Deadline Is Today
---------------------------------------------------------------
AQR Global Fixed Income Offshore Fund (USD) II Ltd.'s creditors
are given until Aug. 6, 2007, to prove their claims to Bradley
D. Asness, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR GLOBAL YIELD: Proofs of Claim Filing Ends Today
---------------------------------------------------
AQR Global Yield Curve Offshore Fund (USD) Ltd.'s creditors are
given until Aug. 6, 2007, to prove their claims to Bradley D.
Asness, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

AQR Global's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


AQR FINANCIAL: Proofs of Claim Filing Deadline Is Today
-------------------------------------------------------
AQR Financial Futures Offshore Fund (USD) IV Ltd.'s creditors
are given until Aug. 6, 2007, to prove their claims to Bradley
D. Asness, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

AQR Financial's shareholders agreed on July 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

       Ogier
       Attention: Andrew Morehouse
       P.O. Box 1234
       Grand Cayman KY1-1108
       Cayman Islands
       Tel: (345) 949 9876
       Fax: (345) 949 1986


MARBLE LTD: Holding Final Shareholders Meeting Today
----------------------------------------------------
Marble Ltd. will hold its final shareholders meeting on
Aug. 6, 2007, at 4:00 p.m., at:

          35 Great St Helen's
          London EC3A 6AP

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three years from
      the dissolution of the company, after which they
      may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

          Cane Pickersgill
          35 Great St Helen's
          London EC3A 6AP
          Tel: +44 (0) 207 398 6300
          Fax: +44 (0) 207 398 6325


QUARTZ LTD: Final Shareholders Meeting Is Today
-----------------------------------------------
Quartz Ltd. will hold its final shareholders meeting on
Aug. 6, 2007, at 3:30 p.m., at:

          35 Great St Helen's
          London EC3A 6AP

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidator to retain the records
      of the company for a period of three years from
      the dissolution of the company, after which they
      may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

          Cane Pickersgill
          35 Great St Helen's
          London EC3A 6AP
          Tel: +44 (0) 207 398 6300
          Fax: +44 (0) 207 398 6325




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


BOSTON SCIENTIFIC: Fitch Lowers Senior Notes Rating to BB+
----------------------------------------------------------
Fitch has downgraded the ratings on Boston Scientific Corp:

   -- Issuer Default Rating (IDR) to 'BB+' from 'BBB-';
   -- Senior unsecured notes to 'BB+' from 'BBB-';
   -- Unsecured bank credit facility to 'BB+' from 'BBB-'.

Fitch has also withdrawn BSX's Commercial Paper rating of 'F2'.
This rating action affects approximately US$8 billion of debt.
The Rating Outlook is Negative.

The rating downgrade reflects the company's decision not to
carve out a portion of its Endosurgery business.  Fitch's prior
rating for BSX was highly dependent on the timely paydown of
debt with cash proceeds from the potential divestiture.  More
pressure has now been placed on BSX's operations, which are
currently challenged, to reduce debt and leverage.  The
performance of the company's Drug-Eluting Stent and Cardiac
Rhythm Management businesses has been a key source of operating
weakness, and Fitch believes a turnaround in these businesses
will take time.  EBITDA growth has also been hindered by the
company's decision to operate at a higher cost structure,
reflecting its anticipation for higher growth beyond 2007.  
While the company intends to address its cost structure, the
timing of improvement is uncertain.

The Negative Outlook reflects the challenges in BSX's DES and
CRM businesses.  Resolution of the Outlook would likely occur
when BSX generates recurring consolidated growth in revenues and
profitability.  In addition reduction in leverage and debt would
also help to resolve the Negative Outlook.

Free cash flow (net cash flow from operations less capital
expenditures) during the first six months ended June 30, 2007
was negative at approximately US$34 million.  This includes the
approximately US$400 million tax payment in the first quarter
from the divestiture of Guidant's vascular intervention and
endovascular solutions businesses to Abbott Labs.  Interest
coverage (EBITDA/Interest) was 3.5 times and leverage (total
debt/EBITDA) was 4.7 times for the last 12 months, ended
March 31, 2007.  The firm has approximately US$1.9 billion in
cash/short-term investments and US$8.9 billion in debt.  At
March 31, 2006, BSX had full availability on its US$2 billion
revolver, maturing on April 21, 2011.

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--   
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.


BOSTON SCIENTIFIC: S&P Downgrades Corp. Credit Rating to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on Boston Scientific Corp. to 'BB+' from 'BBB-'
and placed the ratings on the company on CreditWatch with
negative implications.

"The downgrade reflects the company's decision to retain full
ownership of its endosurgery group," explained Standard & Poor's
credit analyst Cheryl Richer.

Although Boston Scientific still plans to sell nonstrategic
assets, divest elements of its investment portfolio, and reduce
expenses and headcount, debt reduction will proceed at a slower
pace than previously anticipated.  The rating will remain on
CreditWatch while we review the implications of Boston
Scientific's revised strategy on its business and financial
risk.

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--   
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.


TECH DATA: Fitch Rates Senior Unsecured Credit Facility at BB+
--------------------------------------------------------------
Fitch Ratings has affirmed Tech Data Corp., as:

   -- Issuer Default Rating at 'BB+';
   -- Senior unsecured credit facility at 'BB+';
   -- 2.75% senior unsecured convertible debentures at 'BB+'.

The Rating Outlook is Stable.

Tech Data's ratings and Stable Rating Outlook reflect the
following considerations:

    * Tech Data's strong market position in each of its
      operating regions;

    * A competitive advantage in scale as one of the largest
      global wholesale distributor;

    * Significant customer and geographic diversification;

    * Fitch's view that the wholesale distribution model has
      solidified its value proposition in the information
      technology (IT) market, particularly for resellers serving
      the small to medium business (SMB) market which is one of
      the fastest growing end-market segments for IT equipment;

    * Fitch's expectation that Tech Data's operating performance
      will improve modestly over the next one to two years as
      the company recovers from prior operating issues which
      have negatively affected profitability in Europe; and

    * The ability of wholesale distributors to utilize working
      capital as a source of liquidity during market downturns.

Rating concerns include:

    * Tech Data's significant execution issues for its European
      business (54% of fiscal year-2007 revenue) which has
      negatively impacted EBIT margin and revenue growth over
      the past year, although the company has undertaken several
      initiatives to improve the performance of this segment
      which Fitch believes has started to positively impact
      results in the most recent two quarters;

    * Significant exposure to the cyclicality of IT demand and
      general global economic conditions;

    * The low margin and high working capital nature of the
      wholesale distribution model which can lead to significant
      volatility in free cash flow;

    * An increase in long-term debt in recent quarters, the
      proceeds of which were partially used to pay down short
      term financing, which has resulted in increased leverage
      although Debt to operating EBITDA remains below 2 times or
      4.0 times when adjusted for operating leases and off-
      balance sheet accounts receivable financing;

    * Tech Data's decision not to establish a presence in the
      fastest growing geographic market segment, Asia Pacific,
      although this could result in future acquisition activity
      as the company's largest competitor, Ingram Micro, has a
      well established presence in that region; and

    * Significant exposure to Hewlett Packard (HP, IDR rated
      'A+' by Fitch) as a supplier, representing approximately
      28% of revenue in recent years, although vendor
      concentration excluding HP is low with no other vendor
      representing greater than 10% of sales.

Liquidity was solid as of April 30, 2007 and consisted primarily
of US$454 million in cash and cash equivalents, an undrawn
US$250 million senior unsecured revolving credit facility
expiring March 2012 and a US$400 million accounts receivable
securitization program that is on-balance sheet and undrawn
which matures in August 2007, which Fitch expects to be renewed
with similar terms.  Tech Data has additional, mostly
uncommitted, lines of credit, which totaled US$679 million in
available capacity at quarter end, which the company uses as
additional sources of liquidity.  In addition, the company has
off-balance sheet trade receivables purchase facility agreements
which may hold up to US$364 million in outstanding receivables,
of which, US$227 million remained outstanding.  Fitch expects
quarterly free cash flow to remain volatile in the foreseeable
future due to changes in working capital requirements but should
range from zero to US$100 million on an annualized basis given
current mid- to high-single digit annual revenue growth
expectations.  Fitch expects Tech Data to focus on lowering its
CCC days going forward, which have averaged in the high 20-day
range over the past year, several days higher than main
competitor Ingram Micro.  Fitch believes a reduction in CCC days
should have a significant positive impact on Tech Data's FCF if
the company is successful in this effort.

Total debt was US$411 million as of April 30, 2007, and
consisted primarily of US$350 million in 2.75% senior
convertible debentures due 2026 and US$45 million outstanding
under various credit facilities.  In addition, Tech Data has
off-balance sheet debt including US$227 million outstanding
under its trade receivables purchase facility agreements and
US$118 million in residual value under a synthetic lease.

Founded in 1974, Tech Data Corporation (NASDAQ GS: TECD) --
http://www.techdata.com/-- distributes IT products, with more  
than 90,000 customers in over 100 countries.  The company's
business model enables technology solution providers,
manufacturers and publishers to cost-effectively sell to and
support end users ranging from small-to-midsize businesses to
large enterprises.  Tech Data is ranked 107th on the FORTUNE
500(R).  The company and its subsidiaries operate centers in
Latin America, including Brazil and Chile.




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


ECOPETROL: Holding First Round of Sale of Shares on Aug. 27
-----------------------------------------------------------
Colombian state-run oil firm Ecopetrol Chief Executive Officer
Javier Gutierrez told Dow Jones Newswires that the government
will hold the first round of the sale of shares in the firm from
Aug. 27 to Sept. 14.

As reported in the Troubled Company Reporter-Latin America on
Aug. 1, 2007, Colombian financial regulator Superintendencia
Financiera said that it authorized Ecopetrol's initial public
offering.  The government will sell a 20% stake in Ecopetrol
that is expected to generate up to US$4.5 billion in an auction
process that will start on Aug. 27.  About 18 billion ordinary
shares will be issued, each with a COP250 nominal value.  

The government will first sell 10% of Ecopetrol plus one share.  
When the company requires more funds, the government will offer
the remaining 10% it is allowed to sell, the press says, citing
Mr. Gutierrez.

According to Dow Jones, the government will first offer shares
of Ecopetrol to Colombian citizens and social groups that
include labor unions, companies' workers, cooperative
associations and privately owned pension funds at a fixed price
to be set during the week of Aug. 13.

Mr. Gutierrez commented to Dow Jones, "Our goal is to attract
250,000 Colombians as new partners."

Dow Jones notes that individuals are unallowed to purchase over
the equivalent of US$904,000 worth of shares of Ecopetrol.  No
individual firm can buy over 3% of the Ecopetrol shares put up
for sale.  Pension funds, as a sector, can't able to purchase
more than 15%.

Mr. Gutierrez told Dow Jones that in the next six weeks,
Ecopetrol will evaluate how many shares each investor will have.
The shares will begin trading on the Colombian Stock Exchange
around Nov. 6.  There won't be any limit for investors who want
to purchase shares on the secondary market.  Foreigners and
private firms will be able to participate on the secondary
market.

Dow Jones relates that Ecopetrol will launch the second round of
the sale of its shares after at least six months of regular
trading on the Colombian Stock Exchange.

Mr. Gutierrez commented to Dow Jones, "We want to wait enough
time for the share price to settle."

Ecopetrol will offer another pack of shares to Colombian
citizens and social groups at market price during the second
round.  After several months and if Ecopetrol requires funds, a
third round will be held for anyone.

Mr. Gutierrez told Dow Jones, "We will sell the shares
simultaneously here and in New York."

Ecopetrol will sell American Depositary Receipts in the third
round next year, Dow Jones says, citing Mr. Gutierrez.  The
company official commented, "There is no guarantee for investors
that we will sell shares in New York at a certain date."

Analysts said that the attractiveness of the shares sale depends
on when the shares will be sold in New York, Dow Jones relates.

Emilio de Brigard, the head of equity with local brokerage
Correval, told Dow Jones, "For me, the sale abroad is very
important, because the shareholder will have a better return in
the future and the shares will have more liquidity."

The sale of the whole 20% stake in Ecopetrol might bring in up
to US$4.5 billion, and possibly US$5 billion, Dow Jones states,
citing Mr. Gutierrez.

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Fitch Ratings upgraded the foreign currency
Issuer Default Ratings of Ecopetrol to 'BB+' from 'BB'.  The
rating action followed the upgrade of The Republic of Colombia's
foreign currency Issuer Default Ratings to 'BB+' from 'BB'.




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


ALCATEL-LUCENT: Costa Rica Sues Former President on Corruption
--------------------------------------------------------------
Costa Rican prosecutors have filed corruption charges against
the country's former President Miguel Angel Rodriguez, almost
three years after he resigned as head of the Organization of
American States to face allegations on being bribed by French
telecom Alcatel, which has now become Alcatel-Lucent, the
Associated Press reports.

The AP notes that Alcatel merged with Lucent in 2006 to create
Alcatel-Lucent SA.

Mr. Rodriguez was Costa Rica's president from 1998 to 2002.  He
became the head of OAS after leaving the office.  After less
than a month, he resigned from his post in the organization in
2004.

Judicial spokesperson Fabian Barrantes confirmed to the AP that
charges were filed.  Mr. Barrantes commented, "The only thing I
can say is that investigators have placed the case in the hands
of civil prosecutors."

News daily La Nacion relates that Mr. Rodriguez is accused of
accepting US$230,000 from Alcatel's Latin American branch in
exchange for granting it a US$149 million cell-phone contract in
2001. Jose Antonio Lobo, former director of Costa Rica's
Electricity Institute, alleged that Mr. Rodriguez also received
US$590,000 from the company.

Eduardo Araya, Mr. Rodriguez's legal representative, told the AP
that his client hadn't been notified of the charges.

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.  Alcatel-Lucent maintains operations in 130 countries,
including, Austria, Germany, Hungary, Italy, Netherlands,
Ireland, Canada, United States, Costa Rica, Dominican Republic,
El Salvador, Guatemala, Peru, Venezuela, Indonesia, Australia,
Brunei and Cambodia.  On Nov. 30, 2006, Alcatel and Lucent
Technologies Inc. completed their merger transaction, and began
operations as a communication solutions provider under the name
Alcatel-Lucent on Dec. 1, 2006.

                        *     *     *

As reported on April 13, 2007, Fitch Ratings affirmed Alcatel-
Lucent's ratings at Issuer Default 'BB' with a Stable Outlook,
senior unsecured 'BB' and Short-term 'F2' and simultaneously
withdrawn them.

As of Feb. 7, 2007, Moody's Investor Services put a Ba2 rating
on Alcatel's Corporate Family and Senior Debt rating.  Lucent
carries Moody's B1 Senior Debt rating and B2 Subordinated debt &
trust preferred rating.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.




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


BANCO INTERCONTINENTAL: Fraud Trial May End Next Month
------------------------------------------------------
The trial against the former Banco Intercontinental officials
should conclude in September, Dominican Today reports, citing
banks superintendent Rafael Camilo.

According to Dominican Today, Mr. Camilo expects an very good
verdict against those accused.  He said that the case was a
"flagrant fraud that affected us and that the population is
paying it and it will pay it for many years.  We hold the same
position, maintain the accusation and expect that there is an
exemplary ruling."

The government had to transfer some DOP2.9 billion from the
budget to the Central Bank in June 2007, due to the crisis Banco
Intercontinental's fraudulent collapse has caused, Dominican
Today states, citing Mr. Camilo.  

Located in Dominican Republic, Banco Intercontinental aka
Baninter collapsed in 2003 as a result of a massive fraud that
drained it of about US$657 million in funds.  As a consequence,
all of its branches were closed.  The bank's current and savings
accounts holders were transferred to the bank's new owner --
Scotiabank.  The bankruptcy of Baninter was considered the
largest in world history, in relation to the Dominican
Republic's Gross Domestic Product.  It cost Dominican taxpayers
DOP55 billion and resulted to the country's worst economic
crisis.


SERVICEMASTER: Amended Credit Pact Cues S&P to Watch B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'B+' bank loan
rating on Memphis, Tenn.-based The ServiceMaster Co. on
CreditWatch with developing implications.  ServiceMaster's other
ratings, including its 'B' corporate credit rating, have been
affirmed.  The outlook remains negative.

"The CreditWatch listing follows the company's execution of an
amendment to its new senior secured credit agreement," said
Standard & Poor's credit analyst Jean Stout.  The amendment
provides the holders of the bank loan the right to parcel the
existing US$2.65 billion term loan into two tranches, Tranche
B-1 Term Loan and Tranche B-2 Term Loan, up to 90 days from the
closing date.  These loans shall have the same terms and be pari
passu in all respects, except that proceeds from collateral in
connection with the exercise of secured creditor remedies shall
be allocated to repay Tranche B-1 Term Loan in full prior to any
allocation of such proceeds to repay Tranche B-2 Term Loan.  
Tranche B-1 Term loan holders would enjoy added protection
provided by their enhanced position in the recovery process
relative to the holders of the Tranche B-2 Term Loan.

The corporate credit rating is unaffected by this amendment as
overall leverage will not change following a potential split of
the term loan into two tranches.

To resolve the CreditWatch listing for the bank loan rating,
Standard & Poor's will monitor developments, including the
ultimate allocation between the term loan tranches, and assess
the recovery prospects of each loan tranche.  If the existing
term loan is split into two tranches, it is possible that both
the bank loan and recovery ratings would differ for each
tranche.

ServiceMaster Co. -- http://www.servicemaster.com/-- (NYSE:SVM)  
currently serves residential and commercial customers through a
network of over 5,500 company-owned locations and franchised
licenses.  The company's brands include TruGreen, TruGreen
LandCare, Terminix, American Home Shield, InStar Services Group,
ServiceMaster Clean, Merry Maids, Furniture Medic, and
AmeriSpec.  The core services of the company include lawn care
and landscape maintenance, termite and pest control, home
warranties, disaster response and reconstruction, cleaning and
disaster restoration, house cleaning, furniture repair, and home
inspection.  The company has operations in Australia, Chile,
China, Dominican Republic, Hong Kong, Indonesia, Japan, and the
United Kingdom, among others.


* DOMINICAN REPUBLIC: Inks Trade Cooperation Pact with Belize
-------------------------------------------------------------
Love FM reports that Dominican Republic's President Leonel
Fernandez has signed a cooperation accord with Belize's Prime
Minister Said Musa.

According to Love FM, the agreement is aimed at promoting:

          -- trade,
          -- investment,
          -- education, and
          -- cultural exchange.

According to a government release, Prime Minister Musa said that
Belize wants to become a hub for information services, call
centers, software development and the manufacturer of technology
products.  Love FM says that Prime Minister Musa discussed with
President Fernandez ways of collaborating in these areas.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.


* DOMINICAN REPUBLIC: Spending DOP53.5B in 25 Hydroelectric Dams
----------------------------------------------------------------
The Dominican Republic will spend some DOP53.5 billion for the
construction of 25 hydroelectric dams that will manage the water
in different regions, Dominican Today reports, citing National
Hydraulic Resources Institute director Frank Rodriguez.

Mr. Rodriguez told Dominican Today that the project is "part of
the National Hydrologic Plan, elaborated under the consensus of
university experts, irrigation boards, unions, ex-INDRHI
officials and representatives of the sector."  Over 100 people
discussed the plan in INDRHI.

"They all agree that a long term program has to be applied to
manage and regulate the water sot it isn't lost to the sea, to
power dams and conserve it for use at the precise moment," Mr.
Rodriguez commented to Dominican Today.

The dams will be of different sizes, Dominican Today notes,
citing Mr. Rodriguez.  They will be used for irrigation,
drinking water and electricity generation.

Mr. Rodriguez told Dominican Today that the dams will be
constructed in:

          -- Alto Yuna, Monsenor Nouel;
          -- Monte Grande, Barahona;
          -- Guaigui, La Vega;  
          -- Amina, Valverde;
          -- Chavon, La Romana;
          -- Rio Soco, La Romana;
          -- El Cabao, Elias Pina;
          -- Joca, Elias Pina;
          -- Guayubin, Santiago Rodriguez;
          -- Mijo, en San Juan de la Maguana;
          -- Rio Sonado, en San Juan de la Maguana;
          -- Los Baos, en San Juan de la Maguana;
          -- Capotillo, Dajabon;
          -- Loma de Cabrera, Dajabon;
          -- Los Cocos, Dajabon;
          -- Los Libores, Salcedo;
          -- La Gina, Peravia;
          -- Caonabo, Puerto Plata;
          -- Rio Yasica, Puerto Plata;
          -- Boba, Maria Trinidad Sanchez;
          -- Anamuya;
          -- Rio Sanate Altagracia;
          -- Rio San Juan, Samana;
          -- Rio Haina, Santo Domingo;
          -- Montemayor, San Juan de la Maguana.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.




=====================
E L   S A L V A D O R
=====================


* EL SALVADOR: Regulator Ends Monopolistic Practices Probe
----------------------------------------------------------
El Salvador's antitrust regulator Superintendencia de
Competencia told Business News Americas that it has concluded an
investigation into alleged monopolistic practices by fuel firms
Esso, Shell and Texaco.

BNamericas relates that the regulator started the probe in
March 2007.  In May, it gave Esso, Shell and Texaco until
June 21 to present proof against the accusations.

The regulator said in a statement that its board council will
review findings and issue a final resolution by April 20, 2008.
Esso, Shell and Texaco could be fined up to US$852,000.

Texaco's parent Chevron, and Esso denied the accusations in
June 2007.  They said they were cooperating with the regulator,
BNamericas states.

As reported in the Troubled Company Reporter-Latin America on
July 27, 2007, Standard & Poor's Ratings Services affirmed its
'BB+' long- and 'B' short-term sovereign credit ratings on the
Republic of El Salvador.  S&P said the outlook remains stable.




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


* GUATEMALA: Obtains US$100-Million Financing from World Bank
-------------------------------------------------------------
The World Bank's Board of Directors approved a US$100 million
quick-disbursing budgetary support loan which recognizes
Guatemala's efforts to promote higher, more inclusive growth
through improvements in the business climate, strengthened trade
integration and more secure property rights in urban and rural
areas.  The new loan is the last in a series of three loans
identified in the World Bank's Country Assistance Strategy for
Guatemala and has a strengthened component, which supports
financial sector development.

"Guatemala is the largest economy in Central America; however,
poverty and inequality are high and social indicators are low
relative to the country's average income," said Jane Armitage,
World Bank Director for Central America.  "We hope that this new
program will assist the government in continuingto improve the
investment climate, ultimately strengthening the economy as a
whole and to improve many of the social indicators and support
financial sector development."

Specifically, the Third Development Policy Loan will help in:

   -- Meeting fiscal and financing needs.  This loan helps meet
      the Government's objective of providing financing on more
      favorable terms and diversifying financing sources for its
      2008 budget.

   -- Improving the outlook for economic growth. The loan
      supports a broad agenda of measures anchored around
      Guatemala's efforts to deepen its trade and regional
      integration agenda, including its participation in
      DR-CAFTA.  The agenda includes key actions of the
      complementary agenda of policy and institutional reforms
      to ensure that Guatemala can fully benefit from the
      opportunities of trade and greater integration into the
      world economy.

   -- Increasing the efficiency and transparency of public
      sector management.  The loan supports public sector
      modernization efforts aimed at improving the efficiency of
      public expenditures, strengthening governance and fighting
      corruption with a specific focus on government procurement
      and financial management.  Efforts in these areas are also
      expected to foster an environment more conducive to
      investment and growth.

The loan supports the government's development plan "Vamos
Guatemala", which seeks to promote social solidarity, reduce
poverty and inequality and promote economic integration;
accelerate growth to above the 4 percent observed in the 1990s
and ensure the environmental and social sustainability of
economic development.

This US$100 million Development Policy Loan has a reimbursement
period of 20 years, including two-year grace period.

                        *     *     *

Fitch Ratings assigned these ratings on Guatemala:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BB+      Feb. 22, 2006
   Long Term IDR      BB+      Feb. 22, 2006
   Short Term IDR     B        Feb. 22, 2006
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Feb. 22, 2006

Fitch also rated Guatemala's senior unsecured bonds:

Maturity Date          Amount        Rate       Ratings
-------------          ------        ----       -------
Aug. 3, 2007        US$150,000,000     8.5%         BB+
Nov. 8, 2011        US$325,000,000    10.25%        BB+
Aug. 1, 2013        US$300,000,000     9.25%        BB+
Oct. 6, 2034        US$330,000,000     8.125%       BB+




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


* HAITI: Secures US$12.5-Million Loan from IDB
----------------------------------------------
The Inter-American Development Bank has approved a US$12.5
million, fast-disbursing grant to support Haiti's efforts to
improve the management of public sector resources.

This is the first operation approved under a new grant financing
facility established earlier this year after the IDB Board of
Governors voted to provide deep debt relief to Haiti, Bolivia,
Guyana, Honduras and Nicaragua.

The grant will provide the Haitian government with budgetary
support as it implements its poverty reduction program and makes
progress towards the goals of the initiative for Heavily
Indebted Poor Countries and the Multilateral Debt Reduction
Initiative.

The IDB, in coordination with other international agencies and
donor countries, is supporting Haiti's reforms to make public
sector financial management and economic governance more
efficient and transparent.

This grant, which will be disbursed in a single tranche, could
be followed by a similar grant in 2008.  Haiti is expected to
reach the HIPC "completion point" late next year, which will
trigger deeper debt relief under the MDRI.

The IDB is financing a broad range of projects in Haiti, with
emphasis on basic infrastructure, such as highways and rural
roads.

                        *     *     *

Haiti is currently seeking international help to spur economic
development in the country.  President Rene Preval submitted
that the country's poverty, widespread unemployment and the
dilapidated state of infrastructure will be alleviated with
increased international assistance.




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


AIR JAMAICA: Launching Kingston-Montego Bay Shuttle Service
-----------------------------------------------------------
Air Jamaica will launch a shuttle service between Kingston and
Montego Bay as part of its intra-island flight reorganization,
the Jamaica Gleaner reports.

The Gleaner relates that Air Jamaica will use a small 125-seater
Airbus A319 craft.  It will fly up to six round trips between
the cities daily.

According to The Gleaner, Air Jamaica President Michael Conway
is promoting the move "as a cost containment strategy."  He said
it would lessen the maintenance bill on the large planes that
currently "do the hops on the completion of flights into
Jamaica."

Mr. Conway commented to state news agency Jamaica Information
Service, "All of our flights into Jamaica arrive at either
Montego Bay or NMIA and have a unique passenger makeup --
tourists destined for the north coast resorts, and Jamaicans or
visiting friends and relatives whose predominant destination is
Kingston.  As a result, each of our arrivals in Jamaica requires
a further movement of passengers to the other major city on a
20-minute flight.  It's not very efficient to fly large aircraft
on such a short segment."

The Gleaner notes that Air Jamaica doesn't own an A319 aircraft.

Air Jamaica told The Gleaner that it could add another aircraft
or replace one of the 16 it flies internationally.  

The fleet rationalization program could mean "an increase or
right-sizing of the operation, and not necessarily a cut in the
number of planes," The Gleaner says, citing Mr. Conway.

The report says that Air Jamaica spent about US$62.7 million in
2006 to keep its fleet in good order.  Meanwhile, figures from
the Finance Ministry indicated that the airline hopes to
decrease costs to US$49.7 million in 2007.  Maintenance "rode
above 12%, but the new estimates would pull it down to 10%."

Mr. Conway told The Gleaner, "Maintenance of an aircraft isn't
just tied to hours of use, but also to the number of takeoffs
and landings.  By utilizing a smaller jet aircraft, such as an
A319 with approximately 125 seats, operating five to six
roundtrips per day on a reliable basis between MBJ and NMIA, Air
Jamaica can eliminate all of the expensive cross island flying
being done today by the larger aircraft.  This will also enable
the larger aircraft to be immediately deployed on a return long-
haul routing."

The Gleaner says that Air Jamaica's fleet comprises Airbus
aircrafts, including:

          -- eight A320,
          -- six A321, and
          -- two A340.

According to the report, the A321s will be replaced with Boeing
757s.  The A340s will be returned to Airbus in October 2007.

"The comparably sized Boeing 757 aircraft has 30% more payload
capability and will solve most of our baggage challenges out of
New York and Toronto to Jamaica and the Eastern Caribbean.  With
its extended range, the 757 will also provide us with the
opportunity to serve any major city in South America on a non-
stop basis from Jamaica," Mr. Conway commented to The Gleaner.

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

                        *     *     *

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

                        *     *     *

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


DIGICEL: Consumer Commission Intervening in Telecoms Conflict
-------------------------------------------------------------
Bibian Barreng, at The National Online, reports that the
Independent Consumer and Competition Commission is willing to
intervene to resolve the interconnection conflict of Digicel,
Greencom and Telikom.

ICCC Chief Executive Thomas Abe commented to The National, "ICCC
is very concerned that the networks of the two mobile phone
carriers are not interconnected."

The National notes that Digicel had for the past few months been
calling for interconnection with Telikom.

Telikom said in a statement that there were no technical or
commercial accords in place to allow it to interconnect.

According to The National, the issue was raised in a recent
media conference with ICCC, which said that it was best left to
the Digicel, Greencom and Telikom to discuss the interconnection
issues.

The commission would step in if the parties involved have
differences in certain areas where they will then ask the
commission "to be the arbiter especially in terms of the
commercial arrangements," The National says, citing Mr. Abe.  
The commission had not received anything from the either Telikom
or Digicel.

ICCC officer Paulus Ain told The National about the technical
and commercial interconnection where the ICCC had developed an
interconnectivity code of practice in 2006 in consultation with
concerned organizations.  According to him, the document put
forth processes needed for commercial interconnection that
Digicel and Telikom are aware off.  If the firms disagree with
the commercial arrangements then the law requires ICCC to
arbitrate and negotiate.  The final accord will depend on what
rate the companies are prepared to agree on.

If the telecoms firms continued to disagree, the ICCC will make
the final determination of the tariff based on globally accepted
standards, The National notes.

"Telikom owns the backbone infrastructure."  Digicel ang Telicom
at best would have to agree on the commercial terms and
conditions that suit their needs particularly on costs incurred
on one assessing the Telicom's infrastructure, The National
says, citing the ICCC.  

"The Telecommunications Act and the Interconnection Code of
Practice require telephone networks to interconnect with each
other and it is the carriers' obligation to talk with each other
and make mutually acceptable arrangements for interconnecting,"
the ICCC told The National.

The ICCC said that Digicel tariffs are "very competitive," The
National relates.

"The whole issue of competition is that it pushes down rates and
when they hiked up tariffs, we come in but when prices are low
it's good for the consumers and in this case we are quite happy
with Digicel tariffs," Mr. Abe told The National.

                        About Telikom

Telecommunications in Papua New Guinea is the responsibility of
Telikom PNG Limited, a 100% government owned company, which
replaced the former PTC.  Telikom PNG provides public
telecommunication services in Papua New Guinea together with its
subsidiaries.  Telikom PNG provides a fixed network and cellular
services through its wholly owned subsidiary, Pacific Mobile
Communications Limited.  Both companies have a monopoly in
local, national and international fixed line and mobile.

                       About Greencom

GreenCom PNG Ltd is a GSM operator in Papua New Guinea.

                     About Digicel Group

Digicel Group Limited -- http://www.digicelgroup.com/-- is a  
wireless services provider in the Caribbean region.  The company
is a newly created Bermuda incorporated company formed by Mr.
Denis O'Brien, who previously owned 78% of the shares of Digicel
Limited on a fully diluted basis.  The company started
operations in Jamaica in April 2001 and now offers GSM mobile
services in 22 markets primarily in the Caribbean including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Cayman, Curacao, Martinique, Guadeloupe, Trinidad and Tobago and
Haiti among others.

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- US$1.4 billion senior subordinated notes due 2015
      assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.
                      



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


BALLY TOTAL: Gets Court Okay to Conduct Rights Offering
-------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-
affiliates obtained authority from the U.S. Southern District of
New York in Manhattan to conduct a rights offering.

Under the Debtors' Plan of Reorganization, holders of (i) claims
arising from or related to the Debtors' 9.875% Senior
Subordinated Notes due 2007, Series B, and the 9.875% Senior
Subordinated Notes due 2007, Series D, issued prior to the
Petition Date; and (ii) unsecured claims arising from the
rejection by Bally Total Fitness Holding Corp. of their
contracts or leases will receive rights to purchase Rights
Offering Senior Subordinated Notes equal to 27.9% of the
claimholders' Allowed Prepetition Senior Subordinated Notes
Claims in Class 6-A and Allowed Rejection Claims against only
Bally in Class 6-B-1 under the Plan.

If any of the Rights provided to holders of Prepetition Senior
Subordinated Notes Claims are not timely exercised by the
applicable recipients, any other holder of a Prepetition Senior
Subordinated Notes Claim who has elected to exercise its share
of the Rights may also elect to oversubscribe for the
Unexercised Rights.

"The Rights Offering is an integral part of the Plan," Don R.
Kornstein, interim chairman and chief restructuring officer of
Bally Total Fitness Holding Corporation, says.

The Rights Offering will commence (i) with respect to any
Prepetition Senior Subordinated Noteholder as soon as possible
after the Petition Date, and (ii) with respect to any holder of
a Rejection Claim against only Bally, on the later of the
effective date of the Plan and the date upon which the Rejection
Claim becomes an Allowed Claim.

The Rights Offering will expire 20 business days after the
Subscription Commencement Date.

The Debtors will send to each holder of a Prepetition Senior
Subordinated Notes Claim -- and to each holder of an Allowed
Rejection Claim against only Bally promptly after allowance of
the Claim:

   (i) a subscription form for the Rights Offering;

  (ii) a signature page to the New Stockholders Agreement;

(iii) a description of the Rights Offering, the New
       Stockholders Agreement and the Rights Offering Senior
       Subordinated Notes; and

  (iv) a letter describing the contents of the Rights Offering
       Package.

The Plan requires each Prepetition Senior Subordinated
Noteholder and Holder of a Rejection Claim against only Bally to
execute and deliver the signature page to the New Stockholders
Agreement prior to receiving any New Common Stock.

Each holder of a Prepetition Senior Subordinated Notes Claim and
each holder of a Rejection Claim against only Bally must return
a duly completed Subscription Form to the applicable disbursing
agent by the Subscription Expiration Date to exercise their
Rights.  The Debtors will announce the Subscription Expiration
Date at a later time.

If, on or prior to the Subscription Expiration Date, the
disbursing agent for any reason does not receive from a given
holder of Rights a duly completed Subscription Form, that holder
is deemed to have relinquished and waived its right to
participate in the Rights Offering.

Each holder must tender the Subscription Price of US$1 for each
US$1 of Rights Offering Senior Subordinated Notes to be
purchased to the disbursing agent so that it is actually
received within five Business Days after the Subscription
Notification Date.  In the event the Debtors receive any
payments for the exercise of Rights prior to the Effective Date,
the payments will be held in a separate account until the
Effective Date.  In the event the conditions to the Effective
Date are not met or waived, the payments will be returned to the
people or entities that made them.

                     Backstop Agreement

The Debtors also sought and obtained the Court's authority to
assume a Subscription and Backstop Rights Purchase Agreement  
dated June 27, 2007, with  Anschutz Investment Company, Goldman
Sachs & Co. and various funds advised by Tennenbaum Capital
Partners, LLC.

Although the Debtors will offer all holders of Prepetition
Senior Subordinated Notes Claims and holders of Rejection Claims
against only Bally the opportunity to participate in the Rights
Offering, it is possible that the Debtors will be unable to
obtain sufficient commitments from the holders of Prepetition
Senior Subordinated Notes Claims and the holders of Rejection
Claims against only Bally to purchase US$90,000,000 of Rights
Offering senior Subordinated Notes.  The Subscription and
Backstop Rights Purchase Agreement protects the Debtors against
this possibility, Mr. Kornstein says.

The backstop parties own 80% in the aggregate of the Prepetition
Senior Subordinated Notes, with the funds advised by Tennenbaum
Capital Partners, LLC owning more than a majority.

Under the Subscription and Backstop Rights Purchase Agreement,
the Debtors are obligated to pay a Backstop Commitment Fee equal
to 4.0% of the applicable Backstop Party's commitment amount.  
The Backstop Commitment Fee was deemed fully earned upon
execution and delivery of the Subscription and Backstop Rights
Purchase Agreement.

No Backstop Commitment Fee will be payable to any Backstop Party
that has breached its obligations under the Subscription and
Backstop Rights Purchase Agreement or the Restructuring Support
Agreement in any material respect at or before the time payment
of the Backstop Commitment Fee is due.

Subject to the terms of the Plan and the Subscription and
Backstop Rights Purchase Agreement, the Backstop Commitment Fee
will be paid in full in cash by the Debtors or Reorganized
Debtors upon the earlier to occur of the Effective Date or the
termination or rejection of the Subscription and Backstop Rights
Purchase Agreement.  If the Plan is consummated, the Backstop
Parties will, on the Effective Date, rebate to the Debtors or
Reorganized Debtors an amount of the Backstop Commitment Fee
equal to 4% of the amount of Rights Offering Senior Subordinated
Notes that the Backstop Parties subscribe to, but not
oversubscribe to, pursuant to the Subscription and Backstop
Rights Purchase Agreement -- roughly 80% of the Backstop
Commitment Fee.

The Backstop Parties' commitment to fund the New Money
Investment if the Rights Offering is not fully subscribed is
vital to the success of the Chapter 11 cases because it
underwrites the Plan's confirmability, Mr. Kornstein maintains.

Mr. Kornstein also notes that the Subscription and Backstop
Rights Purchase Agreement enables the Debtors to meet the
proposed timetable for confirmation of the Plan.  It is a
condition precedent to the Plan Effective Date that (a) the
Effective Date occur on or before Sept. 30, 2007; and (b) in
connection with the Rights Offering, the Debtors will have
received in cash the aggregate subscription payments that the
Backstop Parties are obligated to pay for their share of the
Rights Offering Senior Subordinated Notes.

If the Debtors do not expeditiously commence the Rights
Offering, it is almost certain that they will not receive the
Backstop Parties' Investment by Sept. 30, 2007, and that the
Debtors will not be able to consummate the Plan, Mr. Kornstein
says.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/--  
operates fitness centers in the U.S., with over 375 facilities
located in 26 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.  
(Bally Total Fitness Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


BALLY TOTAL: Wants Plan Confirmation Hearing Date Set
-----------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-
affiliates seek authority from the U.S. Southern District of New
York in Manhattan to set (i) the hearing to consider
confirmation of their proposed Plan of Reorganization at least
40 days after their bankruptcy filing and (ii) a date at least
10 days prior to the Confirmation Hearing by which all
objections to the Disclosure Statement and Plan must be filed.

The Debtors further ask the Court to find at the Confirmation
Hearing that the Disclosure Statement accompanying the Plan
contains adequate information as defined in Section 1125 of the
Bankruptcy Code.

The Debtors will mail a copy of a notice of confirmation to the
Debtors' creditor matrix and all equity holders of record as
quickly as possible after the entry of a scheduling order.

Don R. Kornstein, interim chairman and chief restructuring
officer of Bally Total Fitness Holding Corporation, relates that
the Confirmation Notice contains a brief summary of the Plan,
the date of the Confirmation Hearing, and the deadline and
procedures for objecting to the Disclosure Statement and the
Plan.  The Debtors have set Aug. 1, 2007, as the record date for
determining which non-Voting Creditors and other equity holders
are entitled to receive the Confirmation Notice.

The Confirmation Notice will also be served on (i) the Office of
the U.S. Trustee for the Southern District of New York, (ii) the
Securities and Exchange Commission, (iii) the Office of the
United States Attorney for the Southern District of New York,
(iv) the District Director for the Internal Revenue Service, (v)
counsel for the administrative agent to the Prepetition Lenders
and proposed postpetition lenders, (vi) counsel to the
Prepetition Noteholder Committee, and (vii) any party-in-
interest requesting notice in the Chapter 11 Cases.

The Debtors will mail to each appropriate creditors a copy of a
notice alerting each creditor that it is a party to an executory
contract or unexpired lease that the Debtors intend to reject.  
The Rejection Claims Confirmation Notice contains a brief
summary of the Plan, the date of the Confirmation Hearing and
the deadline and procedures for objecting to the Disclosure
Statement or the Plan.

Prior to the Confirmation Hearing, the Debtors will publish the
Confirmation Notice twice in each of (a) the national edition of
The Wall Street Journal and (b) the USA Today.  The initial
publication will be at least 25 days prior to the Confirmation
Hearing, with the subsequent publication occurring approximately
seven to 10 days after.

The Debtors ask the Court to determine that they are only
required to provide publication notice of the Confirmation
Hearing to their current and former members and customers which
exceeds 6,400,000.

              Solicitation and Tabulation Procedures

Prior to bankruptcy filing, the Debtors solicited votes on the
Plan from holders of Claims in Classes 5 and 6-A.  Mr. Kornstein
discloses that more than two-thirds in amount and one-half in
number of the creditors in Classes 5 and 6-A voted to accept the
Plan pursuant to Section 1126 of the Bankruptcy Code:

Amount    % of Amount    Amount    % of Amount
Class      Accepting      Voted      Rejecting     Voted
-----     ----------    -----------  ---------  ----------
  5     US$276,532,800   (98.931%)   US$2,988,000 (1.069%)
  6        203,877,690   (99.999%)        2,000   (0.0001%)

The Debtors believe the acceptances are sufficient to confirm
the Plan pursuant to Section 1129 of the Bankruptcy Code and the
Debtors do not believe additional solicitation is required.

Against this backdrop, the Debtors ask the Court to
(i) determine that the prepetition solicitation procedures
utilized were in compliance with the Bankruptcy Code and
applicable non-bankruptcy law governing the adequacy of
disclosure in connection with the solicitation and in accordance
with Section 1126(b), and (ii) approve the vote tabulation
methodology utilized.

The Solicitation Packages specified that June 22, 2007, was the
record date for determining the creditors entitled to vote to
accept or reject the Plan.  The Debtors commenced solicitation
of votes for approval of the Plan on June 27.  The Debtors
established 4:00 p.m. (prevailing Eastern Time) on July 27, as
the Voting Deadline.  

The Debtors transmitted to the Voting Creditors a solicitation
package containing the Disclosure Statement, the Plan, a Ballot
and a letter explaining the contents of the Solicitation
Package.  The Ballot stated in clear and conspicuous language
that all ballots must be properly executed, completed, and
delivered to MacKenzie Partners, Inc. -- the solicitation agent
-- so that they were received no later than the Voting Deadline.  
The holders of Classes 5 and 6-A Claims were given the
opportunity to return their Ballots by mail, overnight courier,
or facsimile to the Solicitation Agent.

             Non-Transmission of Disclosure Statement

Proposed counsel for the Debtors, David S. Heller, Esq., at
Latham & Watkins LLP, in Chicago, says it is not appropriate to
transmit a copy of the Solicitation Package to the holders of
claims or interests other than the Voting Creditors because the
Debtors have solicited acceptances and rejections of the Plan
prepetition.  

Rule 3017 of the Federal Rules of Bankruptcy Procedure requiring
debtors to mail a copy of the Plan and Disclosure Statement to
holders of creditors and equity interest holders deemed to
accept or to reject the Plan is not applicable as no Disclosure
Statement was "approved," Mr. Heller says.

If the Plan is confirmed within 60 days from bankruptcy filing,
the Debtors ask the Court to enter an order waiving the
requirement to file or provide any periodic operating reports
pursuant to the Bankruptcy Code, Bankruptcy Rules, or Local
Rules.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/--  
operates fitness centers in the U.S., with over 375 facilities
located in 26 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.  
(Bally Total Fitness Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


BRISTOW GROUP: First Quarter Net Earnings Increase by 31.6%
-----------------------------------------------------------
Bristow Group Inc. disclosed its financial results for its
fiscal 2008 first quarter ended June 30, 2007.  The company
posted revenue of US$245.0 million, which increased by 10.8
percent over the first quarter of fiscal year 2007.  Revenue
gains occurred in most of the company's business units, driven
by improved pricing and the addition of new aircraft.

Operating income of US$29.9 million decreased by 3.8 percent
over the first quarter of fiscal year 2007, primarily due to
higher compensation and maintenance costs within our West Africa
and Eastern Hemisphere (EH) Centralized Operations business
units, partially offset by increased revenue;

The company earned US$22.7 million, an increased of 31.6 percent
versus net income for the first quarter of fiscal year 2007.  
Increases in earnings from unconsolidated affiliates, interest
income and other income contributed to the improvement in the
latest quarter's net income.

                    Capital and Liquidity

The June 30, 2007 consolidated balance sheet reflected
US$902.9 million in stockholders' investment and US$561.3
million of indebtedness.

The company had US$339.5 million in cash and an undrawn US$100
million revolving credit facility.

The company used US$2.3 million of cash for operating
activities, which included a US$29.9 million increase in
receivables, primarily from operations in Nigeria.  It has
received payment for a majority of these Nigeria receivables in
July.  It also used US$121.8 million for capital expenditures,
primarily for aircraft, and US$12.9 million for the acquisition
(net of cash acquired) of Bristow Academy during the first
quarter of fiscal year 2008.

Aircraft purchase commitments totaled US$255.0 million, with
options totaling US$732.9 million as of June 30, 2007.

William E. Chiles, President and Chief Executive Officer of
Bristow Group Inc., said, "We saw strong financial performance
and good execution against our strategic plan during the latest
quarter, and we remain on target with our plan to expand our
fleet and improve overall margins and operating efficiencies.  
The industry fundamentals continue to be very strong, and our
customers remain committed to field development plans, which is
the primary driver of our growth.  The company continues to
believe demand for aircraft will exceed supply over the next
several years, which should create good opportunities to enhance
revenue and margin growth going forward."

Headquartered in Houston, Texas, Bristow Group, Inc. --
http://www.bristowgroup.com-- (NYSE:BRS), fka Offshore  
Logistics, Inc., provides helicopter transportation services to
the worldwide offshore oil and gas industry with operations in
the United States Gulf of Mexico and the North Sea. The Company
also has operations, both directly and indirectly, in offshore
oil and gas producing regions of the world, including Australia,
Brazil, China, India, Mexico, Nigeria, Russia and Trinidad.  The
Company also provides production management services for oil and
gas production facilities in the United States Gulf of Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB' rating to
helicopter service company Bristow Group Inc.'s US$250 million
senior notes due 2017.  At the same time, Standard & Poor's
affirmed the 'BB' corporate credit rating and all other ratings
on the company.  S&P said the outlook is negative.


CABLEMAS SA: S&P Affirms BB- Rating with Stable Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and its 'mxA-' long-term National Scale
rating on Cablemas S.A. de C.V.  At the same time, S&P affirmed
its 'BB-' rating on Cablemas' US$175 million senior notes due
2015.  The outlook is stable.

"The ratings on Cablemas reflect its important cable-TV
subscriber base, its management team's experience, the high
percentage of upgraded network, the positive impact its
affiliated company PCTV has on the purchase of video signals,
and the successful integration of past cable-TV acquisitions,"
said Standard & Poor's credit analyst Fabiola Ortiz.

Offsetting factors include considerable competition in the
Mexican pay-TV industry, the significant investments required to
implement its "triple-play" strategy and improve its network,
and the currency mismatch between its peso-denominated revenues
and its dollar-denominated costs and debt.

Cablemas is the second-largest Multi-System Operator cable TV
operator in Mexico, measured by number of subscribers and homes
passed.  As of March 31, 2007, the company's cable network
served more than 736,205  cable television subscribers, 198,471
Internet subscribers, and 26,567 IP  telephony subscribers, with
2,148,228 homes passed.  Cablemas' concessions include cable
television systems in the north-northwest, south central, and
southeast regions of Mexico, covering 46 cities in 15 states.

As of March 2007, 82% of its network had bidirectional
capabilities, and 86% had already been upgraded to 550 MHz or
higher -- technical conditions needed to provide triple-play
service.  Cablemas is one of the founders of PCTV, an
independent signal purchasing vehicle for all cable TV companies
in Mexico, representing around 2.1 million subscribers.

This has a positive impact on Cablemas' signals because the
company acquires approximately 39% of its signal from PCTV at
better prices.

The company's continuing strategy is to increase its market
penetration by offering telephone services to its current
subscribers.  Cablemas' joint venture with Axtel
(BB-/Negative/--) and the interconnection agreement with
Telefonos de Mexico S.A.B. de C.V. (BBB+/Stable/--) will
allow an improvement in the company's profitability. Once the
conversion agreement has been approved by the Mexican antitrust
authority, the company will provide such services directly,
further developing its "triple-play" strategy.  S&P expects this
agreement to be defined and fully implemented during the second
half of 2007.

The stable outlook reflects the company's solid business
position despite higher competition, and our expectation that it
will maintain a prudent financial policy, regardless of its
heavier investment requirements.

The rating could be lowered if market conditions deteriorate
significantly, affecting the company's subscriber base and the
ARPU.  A positive action depends on Cablemas' financial
performance in relation to its indebtedness, and on the way it
finances future acquisitions and/or new services.


CHEMTURA CORP: Incurs US$2 Million Net Loss in 2007 Second Qtr.
---------------------------------------------------------------
Chemtura Corporation posted a net loss of US$2 million, or
US$0.01 per share, for the second quarter of 2007 and net
earnings on a non-GAAP basis of US$43 million, or US$0.18 per
share.

The net loss for the quarter includes:

   * a loss from continuing operations of US$30 million, or
     US$0.12 per share;

   * income from discontinued operations of US$3 million, or
     US$0.01 per share; and

   * gain on the sale of a discontinued operations of US$25
     million, or US$0.10 per share.

On a non-GAAP basis, net earnings include income from continuing
operations of US$40 million, or US$0.17 per share and income
from discontinued operations of US$3 million, or US$0.01 per
share.

"Our second quarter results reflect numerous positives: record
earnings for Consumer Products despite a slowdown at the end of
the quarter; outstanding performance for Crop Protection despite
legacy bad debt issues in Latin America related to prior growing
seasons; continued sequential improvement in Polymer Additives;
and excellent performance from our Kaufman Holdings businesses
in the first full quarter since we acquired them at the end of
January," said Robert Wood, Chairman and CEO.

"The impact of the bad debt provision, the transitional impacts
from the carve-out and sale of the EPDM business, and the higher
than normal non-GAAP tax provision rate served to reduce our
non-GAAP earnings in the quarter by more than US$0.02 per
share."

"As we indicated in the first quarter conference call, we
expected to begin to see the benefits of our efforts over the
last three years. This quarter's results are the first evidence
of this impact.  Our focus remains on managing those elements of
our business we can control.  The corporate restructuring
initiatives in the quarter are reducing our cost base and
realigning our organization to improve execution.  We have
started the process of realigning our manufacturing footprint.  
Our portfolio reshaping continues with the important step of
divesting the EPDM business completed in June.  These actions
are critical steps towards our goal of becoming a leaner, more
focused enterprise."

"The focus on cost and effectiveness will remain our highest
priority in the coming quarters.  Despite raw material cost
pressures, the third and fourth quarters are expected to provide
us with the first consecutive year-on-year positive comparisons
in many quarters."

                      About Chemtura Corp.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a global  
manufacturer and marketer of specialty chemicals, crop
protection, and pool, spa and home care products.  The company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.  The company has facilities
in Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Moody's Investors Service lowered Chemtura
Corporation's ratings:

   -- Corporate Family Rating: Ba2 from Ba1

   -- Senior notes, USUS$500 million due 2016: Ba2 from Ba1;
      LGD4 (53%)

   -- Senior Unsecured Notes, USUS$150 million due 2026: Ba2
      from Ba1; LGD4 (53%)

   -- Senior Unsecured Notes, USUS$400 million due 2009: Ba2
      from Ba1; LGD4 (53%)


CLAXSON INTERACTIVE: Sells IberoAmerican Radio Chile to Prisa
-------------------------------------------------------------
Claxson Interactive Group Inc. has closed the sale of
IberoAmerican Radio Chile to Grupo Latino de Radiodifusion, an
affiliate of Prisa Group on July 31, 2007, after obtaining
regulatory approval by Chilean antitrust authorities.

As a result of this transaction, all radio networks of
IberoAmerican Radio Chile (Pudahuel FM, Rock & Pop, Corazon, FM
Dos, Concierto, Futuro, FM Hit and Imagina) will be controlled
by Grupo Latino de Radiodifusion.  The total purchase price for
IberoAmerican Radio Chile was US$74.6 Million.

"We are very pleased about this transaction with Prisa Group. I
believe that the management of IberoAmerican Radio Chile has
played a key role in the success of the radio networks and the
creation of shareholder value.  I am very proud to have worked
with them all these years," said Roberto Vivo, Claxson's
Chairman and CEO.

Headquartered in Buenos Aires, Argentina, and Miami, Florida,
Claxson Interactive Group Inc. (Pink Sheets: XSONF) has a
presence in the United States and all key Ibero-American
countries, including Mexico, Chile, Brazil, Spain and Portugal.  
Claxson's principal shareholders are the Cisneros Group of
Companies and funds affiliated with Hicks, Muse, Tate & Furst
Inc.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 4, 2007, Claxson Interactive Group Inc.'s obligaciones
negociables for US$44,400,000 is rated BB by Fitch Argentina.
The rating action was based on the company's balance sheet at
Sept. 30, 2006.


KRISPY KREME: S&P Puts B- Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services has assigned its ratings,
including its corporate credit rating of 'B-', to Winston Salem,
N.C.-based Krispy Kreme Doughnuts Inc.  The outlook is negative.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the US$160 million senior secured credit
facility borrowed by Krispy Kreme Doughnut Corp., a subsidiary
of Krispy Kreme.  The facility is rated 'B', one notch above the
corporate credit rating on Krispy Kreme, and assigned a '2'
recovery rating, indicating the expectation for substantial
(70%-90%) recovery of principal in the event of default.  The
facility consists of a US$50 million revolving credit facility
and a $110 million first-lien term loan, of which US$101 million
was outstanding as of April 29, 2007.  Krispy Kreme guarantees
the debt of its subsidiary.

"The negative outlook reflects the company's material weaknesses
over reporting controls, which may cause errors or delays in the
company's filing of its financial statements," explained
Standard & Poor's credit analyst Charles Pinson-Rose.  
Furthermore, we believe that the company's U.S. operations are
vulnerable to competitive inroads.  "If the company cannot file
its financial statements in a timely fashion," added Mr. Pinson-
Rose, "the rating will likely be downgraded."

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded  
specialty retailer of premium quality doughnuts, including the
Company's signature Hot Original Glazed.  There are currently
approximately 320 Krispy Kreme stores and 80 satellites
operating system wide in 43 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

The U.S. District Court for the Middle District of North
Carolina has set Feb. 7, 2007, as the hearing date for the final
approval of the terms of the settlement of the shareholder
derivative action entitled Wright v. Krispy Kreme Doughnuts
Inc., et al.


KRISPY KREME: Moody's Assigns Junk Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of Caa1 to Krispy Kreme Doughnuts Corp. and a
B3(LGD2,18%) rating to its US$160 million senior secured credit
facilities, which consist of a US$110 million term loan due 2014
and a US$50 million revolving facility due 2013.  The outlook is
stable.  Moody's concurrently assigned a speculative grade
liquidity rating of SGL-3 and probability of default rating of
Caa3 to Krispy Kreme.  The company used the proceeds primarily
to refinance its existing debt and related transaction fees and
expenses.

"The Caa1 corporate family rating reflects Krispy Kreme's very
weak operating profit stemming from continued declining revenues
and escalating cost pressure, limited scale and product offering
and also the event risk related to Krispy Kreme's legacy
litigation and government investigation issues," says the rating
agency.

Moody's says Krispy Kreme's internal control system also remains
a concern given the ten outstanding Sarbanes-Oxley section 404
material weaknesses and the company's recent history of
restatement and delayed filings.  However the ratings also
incorporate the company's strong brand recognition and modest
geographic diversification.

The SGL-3 rating reflects adequate liquidity, supported by
approximately US$30 million cash on the balance sheet as of
April 29, 2007, and projected marginally positive free cash flow
that will be sufficient to cover working capital fluctuations,
capital expenditures, term loan amortization, and other internal
investments over the next twelve months. Nevertheless, the
rating also recognizes the company's weakening covenant cushion
resulting from its continuing trend of weak cash flow
generation.

The stable outlook reflects Moody's expectation that Krispy
Kreme will decisively manage its restructuring program in an
effort to improve debt protection metrics, actively enhance its
internal control system, and minimize any potential
deterioration in liquidity.

The ratings for the senior secured credit facilities reflect
both the overall probability of default of the company, to which
Moody's has assigned a PDR of Caa3, and a loss given default of
LGD2.  The B3 assigned to the secured credit facilities is one
notch higher than the Caa1 corporate family rating reflecting
the expectation of substantial recovery with collateral excess
in a distress scenario.  The B3 rating of the credit facilities
also reflects the first-lien security on substantially all
property and assets including a stock pledge of domestic
subsidiaries in addition to full guarantees of the same entities
and a considerable amount of junior debt and other unsecured
obligations such as leases and guaranteed debt in the capital
structure.

These ratings are assigned:

Krispy Kreme Doughnut Corporation

  -- Corporate Family Rating, Caa1

  -- Probability of Default Rating, Caa3

  -- US$110 million senior secured bank credit facility due
     2014, B3

  -- US$50 million senior secured revolving bank credit facility
     due 2013, B3

  -- Speculative Grade Liquidity rating -- SGL-3

Rating outlook -- Stable

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded   
specialty retailer of premium quality doughnuts, including the
company's signature Hot Original Glazed.  There are currently
approximately 323 Krispy Kreme stores and 79 satellites
operating systemwide in 43 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

The U.S. District Court for the Middle District of North
Carolina has set Feb. 7, 2007, as the hearing date for the final
approval of the terms of the settlement of the shareholder
derivative action entitled Wright v. Krispy Kreme Doughnuts
Inc., et al.


ODYSSEY RE: Reports US$145.5 Mil. Net Income in Second Qtr. 2007
----------------------------------------------------------------
Odyssey Re Holdings Corp. reported net income available to
common shareholders of US$145.5 million, or US$2.02 per diluted
share, for the quarter ended June 30, 2007, compared to US$207.6
million, or US$2.87 per diluted share, for the quarter ended
June 30, 2006.  Operating income after tax was US$66.8 million,
or US$0.93 per diluted share, for the second quarter of 2007,
compared to US$88.2 million, or US$1.22 per diluted share, for
the second quarter of 2006; results for the second quarter of
2006 include a one-time tax benefit of US$16.5 million, or
US$0.23 per diluted share.  Included in second quarter 2007 net
income available to common shareholders were after tax net
realized capital gains of US$78.7 million, or US$1.09 per
diluted share, compared to after tax net realized capital gains
of US$119.6 million, or US$1.65 per diluted share, for the
second quarter of 2006, which included capital gains of an
equity investee that were included in net investment income for
that quarter.  For the six months ended June 30, 2007, net
income available to common shareholders was US$232.1 million, or
US$3.22 per diluted share, compared to US$358.0 million, or
US$4.95 per diluted share, for the comparable period of 2006.

Book value per common share was US$30.27 at June 30, 2007, an
increase of US$2.35 per share, or 8.4%, compared to US$27.92 at
Dec. 31, 2006.  Total shareholders' equity was US$2.28 billion
at June 30, 2007, an increase of US$200.5 million compared to
total shareholders' equity of US$2.08 billion at Dec. 31, 2006.

Gross premiums written for the quarter ended June 30, 2007 were
US$553.3 million, a decrease of 5.3% compared to US$584.1
million for the quarter ended June 30, 2006.  The change was
attributable to a 12.4% decrease in the Company's worldwide
reinsurance business, reflecting increased competitive market
conditions, which was partially offset by a 14.4% increase in
the Company's insurance business, primarily related to new
business opportunities within U.S. specialty insurance.  Net
premiums written for the second quarter of 2007 were US$505.1
million, a decrease of 7.0% compared to second quarter 2006 net
premiums written of US$542.8 million.

The combined ratio for the second quarter of 2007 was 93.9%,
compared to 95.3% for the second quarter of 2006.  Results for
the three months ended June 30, 2007 reflect net catastrophe
losses, including net catastrophe losses from prior periods, of
US$13.0 million, after tax, or US$0.18 per diluted share,
compared to US$19.8 million, or US$0.27 per diluted share, for
the second quarter of 2006.  For the six months ended
June 30, 2007 and 2006, the combined ratio was 95.1% and 93.6%,
respectively.

Net investment income, which for 2006 excludes realized capital
gains of an equity investee included in net investment income,
amounted to US$84.5 million for the second quarter of 2007,
compared to US$92.3 million for the second quarter of 2006.  Net
pre-tax realized capital gains were US$121.1 million for the
second quarter of 2007, compared to US$184.1 million for the
second quarter of 2006.  Included in net pre-tax realized
capital gains for the second quarter of 2007 is US$119.2 million
related to the sale of the Company's 13.2% ownership of Hub
International Limited.  The second quarter of 2006 includes
realized capital gains of an equity investee included in net
investment income of US$103.3 million.  For the three months
ended June 30, 2007, net cash flow from operations was US$28.6
million, an increase of 6.3% from US$26.9 million for the three
months ended June 30, 2006.

At June 30, 2007, total investments and cash were US$7.3
billion, an increase of US$220.1 million, or 3.1%, over
Dec. 31, 2006.  Net unrealized losses, after tax, were US$37.4
million at June 30, 2007, compared to net unrealized gains,
after tax, of US$23.4 million at Dec. 31, 2006.  In the second
quarter of 2007, OdysseyRe paid a cash dividend of US$0.0625 per
common share on June 29, 2007, to common shareholders of record
as of June 15, 2007.

Odyssey Re Holdings Corp. (NYSE: ORH) is an underwriter of
property and casualty treaty and facultative reinsurance, as
well as specialty insurance.  Odyssey Re operates through its
subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co.  Clearwater
Insurance Co., Newline Underwriting Management Limited and
Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto
and Mexico City.  Odyssey Re Holdings Corp. is listed on the New
York Stock Exchange under the symbol ORH.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Standard & Poor's affirmed its 'BBB-' counterparty credit and
'BB' preferred stock ratings on Odyssey Re Holdings Corp. and
removed them from CreditWatch negative.


VISTEON CORP: June 30 Balance Sheet Upside-Down by US$102 Mil.
--------------------------------------------------------------
Visteon Corporation reported second quarter 2007 results.  At
June 30, 2007, the company's balance sheet showed total assets
of US$7.32 billion and total liabilities of US$7.42 billion,
resulting in a US$102 million stockholders' deficit.  Deficit at
Dec. 31, 2006, was US$188 million.

For the second quarter 2007, Visteon reported a net loss of
US$67 million, which included non-cash asset impairments of
US$13 million.  In the same period in 2006, Visteon reported net
income of US$50 million.  

Second quarter EBIT-R was US$15 million.  Sales from continuing
operations for the quarter were US$2.97 billion, including
product sales of US$2.83 billion and services revenues of US$141
million.  During the quarter, Visteon generated US$146 million
of cash from operating activities and free cash flow of US$66
million.

Product sales to Ford Motor Co. declined 16% or US$216 million
to US$1.11 billion, reflecting primarily lower North American
production volumes, pricing, sourcing and product mix.  Product
sales to other customers increased 15%, or US$230 million, to
US$1.72 billion and represented 61% of total product sales.

Last year's results included US$22 million of non-cash asset
impairments and an extraordinary gain of US$8 million associated
with the acquisition of a lighting facility in Mexico.  Visteon
also recognized a US$49 million benefit in the second quarter
2006 related to the relief of post-employment benefits for
Visteon salaried employees associated with two ACH manufacturing
facilities transferred to Ford.

"At the mid-point of our three-year improvement plan, we have
demonstrated progress across each pillar of the plan," Michael
F. Johnston, chairman and chief executive officer, said.  "More
than half of the restructuring actions are complete, and several
others are well on their way to completion.  Even with
significant reductions in customer volumes in North America, we
are making solid progress on improving our base operations
through improved quality and safety and significantly reduced
administrative costs. We are also diversifying our sales and
growing the business, particularly outside of North America."

                 Free Cash Flow and Liquidity

Cash provided from operating activities totaled US$146 million
for the second quarter 2007, increasing US$38 million from the
same period a year ago.  Free cash flow of US$66 million for the
quarter was an improvement of US$56 million over the second
quarter 2006.  Year-to-date cash provided from operating
activities totaled US$15 million, compared to US$76 million for
the first six months of 2006.  For the first half of 2007, free
cash flow was negative US$129 million, US$22 million lower than
first half 2006.

As of June 30, 2007, Visteon had cash balances totaling
US$1.5 billion and total debt of US$2.7 billion.  Additionally,
no amounts were drawn on the company's US$350 million asset-
based U.S. revolving credit facility.

                      Half-Year Results

For the first half 2007, sales from continuing operations were
US$5.86 billion, including favorable foreign currency of
approximately US$300 million.  Sales from continuing operations
for the same period in 2006 were US$5.87 billion, including
product sales of US$5.59 billion.  Product sales to Ford
declined 14%, or US$362 million, to US$2.25 billion, reflecting
primarily lower North American production volumes, pricing,
sourcing and product mix.  Despite lower sales to Nissan in
North America due to production volumes, product sales to other
customers increased 12%, or US$368 million, to US$3.34 billion
and represented 60 percent of total product sales.

Visteon reported a net loss of US$220 million for the first six
months of 2007.  These results include US$63 million of non-cash
asset impairments.  This compares to net income of US$53 million
for the same period a year ago.  Half-year results for 2006
include US$22 million of non-cash asset impairments and an
extraordinary gain of US$8 million.  In the first half of 2006,
Visteon recognized a cumulative benefit of US$72 million related
to the relief of post-employment benefits for Visteon salaried
employees associated with two ACH manufacturing facilities
transferred to Ford.

EBIT-R for the first half 2007 was a loss of US$31 million
compared to positive US$191 million for the same period in 2006.

Based in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company has more than
170 facilities in 24 countries and employs around 50,000 people.

With corporate offices in the Michigan (U.S.); Shanghai, China;
and Kerpen, Germany; the company has more than 170 facilities in
24 countries, including Mexico and India, and employs
approximately 50,000 people.

At March 31, 2007, the company's balance sheet showed a
stockholders' deficit of US$106 million, compared to a deficit
of US$188 million at Dec. 31, 2006.

                        *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.: Issuer Default Rating affirmed 'CCC'; Senior
Secured Bank Facility affirmed 'B/RR1'; and Senior unsecured
downgraded to 'CC/RR6' from 'CCC-/RR5'.




=================
N I C A R A G U A
=================


* NICARAGUA: Union Fenosa Seeks to End Conflict with Gov't
----------------------------------------------------------
Spanish electricity firm Union Fenosa officials will try to
reach an accord with the Nicaraguan government to put an end to
a conflict that could force the company out of the country,
Prensa Latina reports.

According to Prensa Latina, the officials held talks with
government representatives for the signing of a memorandum of
understanding.

Union Fenosa is failing to give a good quality service, "while
the majority of the population holds it responsible for the
daily eight-hour power cuts in the last few months," Nicaraguan
officials told Prensa Latina.

                        *     *     *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




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


CHIQUITA BRANDS: Earns US$8.6 Million in 2007 Second Quarter
------------------------------------------------------------
Chiquita Brands International Inc. released financial and
operating results for the second quarter 2007.  Second quarter
net sales increased by 2 percent year-over-year to US$1.3
billion, and the company reported net income of US$8.6 million,
or US$0.20 per diluted share, including a charge of US$3
million, or US$0.07 per share, related to a settlement of U.S.
antitrust litigation.  The company reported net income of US$23
million, or US$0.54 per diluted share, in the year-ago period.

"We were not satisfied with our second quarter results," said
Fernando Aguirre, chairman and chief executive officer.  "We are
taking aggressive actions to address continuing challenging
market conditions and expect to reverse the recent trend and
begin delivering modest year-over-year improvements in operating
results starting in the third quarter."

Mr. Aguirre continued, "We remain confident in our strategy to
generate sustainable, profitable growth by delivering innovative
higher-margin products and building a high-performance
organization.  We were pleased to complete the previously
announced strategic shipping agreement, during the quarter and
use a significant portion of the proceeds from that transaction
to pay down debt.  We will continue to take actions to
strengthen our balance sheet, improve our risk profile, focus
our efforts on market activities, and diversify our company by
product, channel and geography."

Chiquita repaid more than US$200 million of debt during the
second quarter, primarily from proceeds from the sale of its 12
refrigerated cargo vessels.  As a result, the company's total
debt at June 30, 2007, was US$857 million, compared to US$1.061
billion at March 31, 2007.  The company expects to continue
paying down debt until it reaches its target debt-to-capital
ratio of 40 percent, compared to 49 percent at June 30, 2007.

                    About Chiquita Brands

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

                        *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service Ratings affirmed these ratings on
Chiquita Brands International Inc.: (i) corporate family rating
at B3; (ii) probability of default rating at B3; (iii) USUS$250
million 7.5% senior unsecured notes due 2014 at Caa2(LGD5, 89%);
and (iv)  USUS$225 million 8.875% senior unsecured notes due
2015 at Caa2 (LGD5, 89%).  Moody's changed the rating outlook
for Chiquita Brands to negative from stable.

Troubled Company Reporter reported on May 4, 2007, that Standard
& Poor's Ratings Services placed its 'B' corporate credit and
other ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. on CreditWatch with negative implications,
meaning that the ratings could be lowered or affirmed following
the completion of their review.  Total debt outstanding at the
company was about USUS$1.3 billion as of March 31, 2007.


CHIQUITA BRANDS: Weak Operating Results Cue S&P to Lower Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on Cincinnati, Ohio-based Chiquita Brands
International Inc., to 'B-' from 'B', and removed the rating
from CreditWatch with negative implications where it was placed
on May 2, 2007, following weak first-quarter operating results
due to high purchased fruit and other industry costs and lower
local banana prices in Europe.

"The downgrade follows Chiquita's recent second-quarter earnings
release and reflects continued deterioration in operating
performance and credit measures, and weak covenant cushion,"
said Standard & Poor's credit analyst Alison Sullivan.

At the same time, Standard & Poor's raised the ratings on
Chiquita's US$200 million revolving credit facility to 'B+', two
notches above the corporate credit rating, removed the ratings
from CreditWatch negative, and revised the recovery rating to
'1', indicating expectations of very high (90%-100%) recovery in
the event of a payment default, from '2'.  The improved recovery
on the revolver reflects repayment of the term loan B (US$24
million outstanding as of March 31, 2007), and US$90 million of
mortgage debt related to shipping assets that were recently
sold.

Also, Standard & Poor's lowered the ratings on Chiquita's
US$368 million term loan C to B, one notch above the corporate
credit rating, removed the ratings from CreditWatch negative,
and revised the recovery rating to 2, indicating expectations of
substantial (70%-90%) recovery in the event of a payment
default, from 1.  In addition, Standard & Poor's lowered the
ratings on the senior unsecured notes to CCC, two notches below
the corporate credit rating, and removed those ratings from
CreditWatch negative.

The outlook is negative.  Total debt outstanding at the company
was about US$857 million as of June 30, 2007.

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


* PANAMA: Secures US$27-Mil. Loan from IDB for Land Management
--------------------------------------------------------------
The Inter-American Development Bank has approved a US$27 million
loan to Panama for modernization of land management in the
metropolitan region, where most residents lack title to their
properties.

The program will support the Panamanian government's strategy of
regularizing all properties in the 2,760-square kilometer
metropolitan region, which includes the country's two largest
cities, Panama City and Colon.  Its nearly 1.6 million
inhabitants make up more than half the Panamanian population.

There are between 550,000 and 650,000 urban and rural properties
in this region, of which only 216,000 have been registered and
fewer than 160,000 are in the national cadastre. In general,
people who live on unregistered lands are poor.

Because they lack title to their properties, informal
landholders have no guarantees of tenure and therefore fewer
incentives to improve their lands or their homes.  Informality
limits the productivity of their farms and their capacity to
build up assets.

The deficiencies of the metropolitan region's cadastre, which
has not been updated since 1970, restricts the state's ability
to carry out more effective land management and to assess
property values in Panama's main economic region.

The program will assist Panama in regularizing property titles,
drafting land management plans for municipalities and developing
a cadastre that collects relevant legal, geographic and tax
information from all agencies involved in land management.

The program reflects the principles of Opportunities for the
Majority, an IDB initiative that seeks to expand poor people's
access to tools, goods and services that can help them
accumulate assets and improve their living standards.

The IDB and the World Bank have helped finance a land tenure
regularization program carried out in seven provinces and two
indigenous regions in Panama.

The new loan is for 20 years, with a five-year grace period and
a variable interest rate.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 14, 2006, Fitch Ratings affirmed the Republic of
Panama's long-term foreign currency Issuer Default Rating of
'BB+'.  Fitch also affirmed the sovereign's long-term local
currency IDR of 'BB+', the short-term foreign currency IDR of
'B' and the country ceiling of 'BBB+'.  Fitch said the rating
outlook was stable.




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


ALLIED WASTE: Earns US$91.2 Million in Quarter Ended June 30
------------------------------------------------------------
Allied Waste Industries Inc. reported US$91.2 million of net
income for the three months ended June 30, 2007, compared to
US$37.6 million of net income for the same period in 2006.  
Allied Waste highlighted the following information from its
reported quarterly financial results:

   -- Second quarter 2007 diluted earnings from continuing
      operations of US$0.21 per share, compared with prior year
      second quarter earnings of US$0.07 per share inclusive of
      US$0.06 per share of costs associated with debt
      refinancings

   -- Gross margin of 37.7%, up 190 basis points, driven by
      strong pricing and greater operating efficiency; operating
      income up 11% to US$278 million

   -- Average price for the quarter up 6.0%, with price up
      across all lines of business; volume decrease of 3.3%
      related primarily to roll-off, construction and special
      waste business

   -- Free cash flow for the quarter up four-fold to
      US$236 million

   -- During the quarter, ratings on Allied's senior secured
      notes raised to 'BB+' by Standard & Poor's and to 'BB' by
      Fitch

Revenue for the second quarter ended June 30, 2007, was US$1.56
billion, an increase of US$35.3 million, or 2.3%, from US$1.52
billion in the second quarter 2006.  The increase in revenue
resulted from internal growth of 2.7%, comprised of a 6.0%
increase in same store average unit price, including a 0.5%
increase associated with a fuel recovery fee, partially offset
by a 3.3% decrease in same-store volumes.

"Integrated into our long-term strategic plans are financial
objectives that include driving more profitable revenue growth,
expanding margins and improving returns on invested capital,"
said John Zillmer, Chairman and Chief Executive Officer.
"Allied's second quarter results demonstrate continued progress
toward achieving these goals and the success of key support
initiatives focused on improving customer service, advancing our
strategic pricing programs and expanding our portfolio of
national account work."

Operating income for the second quarter increased 10.8% to
US$278.1 million, compared with US$251.0 million last year.  
Operating income as a percent of revenue increased 130 basis
points to 17.8%, compared with 16.5% for the same period last
year, as lower cost of operations and depreciation and
amortization expenses were partially offset by higher SG&A
expenses.  Gross profit for the quarter was US$588.1 million, up
US$42.8 million, or 7.8%, over the comparable period last year.  
Gross profit as a percentage of revenue increased 190 basis
points to 37.7%, reflecting the positive impact of higher prices
in the period and productivity initiatives that helped to reduce
operating costs by 0.8% to US$972.1 million.

"Allied's second quarter results show solid progress in our
efforts to further optimize our operations and to permanently
remove costs from our business," said Donald Slager, President
and Chief Operating Officer.   "Ongoing programs to capture
greater efficiency in areas such as fleet operations, route
management, supply chain and landfill development continue to
identify opportunities to lower Allied's cost of operations."

Second quarter 2007 income from continuing operations was
US$91.7 million, or US$0.21 per share, including approximately a
US$.02 per share benefit from the favorable resolution on an
income tax matter.  Second quarter 2006 income from continuing
operations was US$36.5 million, or US$0.07 per share, inclusive
of US$40.8 million, or US$.06 per share, for fees and expenses
associated with a debt refinancing completed during the period.

Cash flow from operations in the second quarter 2007 was
US$350.0 million, compared with US$192.1 million in the
comparable quarter last year.  Free cash flow for the second
quarter 2007 was US$235.9 million, compared with prior year free
cash flow of US$64.5 million, as free cash flow benefited from
higher operating income and lower capital expenditures, as well
as changes in working capital.

                     Debt Related Events

During the second quarter 2007, ratings on a number of Allied
Waste's outstanding financial obligations were raised.  In
May 2007, Fitch raised its rating on Allied's senior notes to
'BB' and then in June 2007 Standard & Poor's increased its
rating to 'BB+.'  "We are pleased that the continued strength of
Allied's operating and financial results is being recognized and
rewarded by the investment community," said Mr. Zillmer.

                    About Allied Waste

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in
Phoenix, Arizona.  Allied Waste is a vertically integrated, non-
hazardous solid waste management company providing collection,
transfer, and recycling and disposal services for residential,
commercial and industrial customers.  As of Dec. 31, 2006, the
company operated a network of 304 collection companies, 161
transfer stations, 168 active landfills and 57 recycling
facilities in 37 states and Puerto Rico.  The company had
revenues of approximately USUS$6.0 billion in fiscal 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings has upgraded the following ratings
on Allied Waste Industries Inc. (NYSE: AW) and its Allied Waste
North America and Browning-Ferris Industries subsidiaries, as:

Allied Waste Industries Inc.

    -- Issuer Default Rating to 'B+' from 'B'.

Allied Waste North America

    -- IDR to 'B+' from 'B';
    -- Secured credit facility rating to 'BB+/RR1' from
       'BB/RR1';
    -- Senior secured notes rating to 'BB/RR2' from 'B+/RR3'.

Browning-Ferris Industries

    -- Senior secured notes rating to 'BB/RR2' from 'B+/RR3'.

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, Moody's Investors Service assigned B2 (LGD 4,
69%) to the proposed USUS$50 million Mission Economic
Development Corp.  Solid Waste Disposal Revenue Bonds Series
2007A due 2018, an Allied Waste North America, Inc. Project.  
The borrower will be Allied Waste North America, Inc. or Allied
Waste NA and the bonds will be unsecured obligations guaranteed
by the parent, Allied Waste Industries, Inc.  Concurrently,
Moody's affirmed other ratings of Allied Waste, Allied Waste NA
and its wholly owned subsidiary, Browning-Ferris Industries,
LLC.  Moody's said the outlook for the ratings remains positive.

Moody's took these rating actions:

   -- assigned a B2 (LGD4, 69%) rating to the proposed
      USUS$50 million solid waste disposal revenue bonds
      series 2007A of Allied Waste NA due 2018;

   -- affirmed all other ratings of Allied Waste, Allied
      Waste NA, and Browning-Ferris Industries, LLC as
      set out in the recent press release dated March 27, 2007.


DORAL FINANCIAL: Reverse Share Split Takes Effect on Aug. 17
------------------------------------------------------------
Doral Financial Corporation disclosed the 1-for-20 reverse split
of its common stock previously approved by Doral's shareholders
at the annual meeting of shareholders will become effective as
of 5:00 p.m. Eastern Time on Aug. 17, 2007.

Upon the effectiveness of the reverse split, Doral shareholders
will receive one new share of Doral common stock for every
twenty shares they hold.  Doral's common stock will begin
trading on a split-adjusted basis when the market opens on
Aug. 20, 2007.

The purpose of the reverse split is to increase the trading
price of Doral's common stock.  Doral, however, cannot assure
that the price of its common stock after the reverse split will
reflect the 1-for-20 reverse split ratio, that the price per
share following the effective time of the reverse split will be
maintained for any period of time, or that the price will remain
above the pre-split trading price.

In connection with the reverse split, the total number of common
shares authorized under Doral's Restated Certificate of
Incorporation will be reduced from 1,950,000,000 to 97,500,000
shares.  As of July 31, 2007, there were approximately
1,076,202,204 shares of Doral's common stock outstanding.  
Effecting the 1-for-20 reverse split will reduce that amount to
approximately 53,810,110 shares.  The reverse split will not
change the number of shares of Doral's serial preferred stock
authorized, which will remain at 40,000,000 shares.

Treatment of Stock Options, Restricted Stock Units and
Convertible Preferred Stock.

The number of common shares into which Doral's outstanding stock
options and convertible preferred stock, as well as their
relevant exercise or conversion price per share, and any
outstanding restricted stock units will be proportionally
adjusted to reflect the reverse split.  The number of shares
authorized for issuance under Doral's Omnibus Incentive Plan
will also be proportionally reduced to reflect the reverse
split.

                      Fractional Shares

Doral will not issue any fractional shares of its common stock
as a result of the reverse split.  Instead, Doral's transfer
agent, Mellon Investor Services LLC, will aggregate all
fractional shares held by Doral shareholders into whole shares
and arrange for them to be sold on the open market at prevailing
prices. In lieu of fractional shares, shareholders will receive
a cash payment equal to their allocable share of the total
proceeds of these sales.

Shareholders will not be entitled to receive interest for the
period of time between the effective date of the reverse split
and the date the shareholder receives his or her cash payment.

Shareholders holding fewer than twenty shares of Doral common
stock will receive only cash for all their shares held before
the reverse split and will no longer hold any shares of Doral
common stock as of the effective date of the split.

                New Common Stock Certificates

Doral will adopt a new stock certificate in connection with the
implementation of the reverse split.  Mellon Investor Services
has been retained to manage the exchange of stock certificates.  
Shareholders of record will receive a letter of transmittal
providing instructions for the exchange of their old
certificates as soon as practicable following the effectiveness
of the reverse split.  Shareholders should not send in their old
stock certificates until they receive a letter of transmittal
from Mellon Investor Services. Shareholders who hold their
shares in "street name" will be contacted by their banks or
brokers with any instructions.

                    About Doral Financial

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial  
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank, Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm, Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Fitch Ratings has placed Doral Financial Corporation's ratings
on Positive Outlook:

Doral Financial Corporation

  -- Long-term Issuer Default Rating 'CCC';
  -- Senior debt to 'CCC/RR4'';
  -- Preferred stock to 'C/RR6';
  -- Short-term Issuer Default Rating 'C';
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'E'.

Doral Bank

  -- Long-term Issuer Default Rating 'B';
  -- Long-term deposits B+;
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'D';
  -- Short-term Issuer 'B';
  -- Short-term deposit obligations 'B'.

As reported in the Troubled Company Reporter-Latin America on
July 23, 2007, Moody's Investors Service confirmed the B2 senior
debt rating of Doral Financial Corporation.  The rating had been
on review for possible downgrade since Jan. 5, 2007.  Following
the rating confirmation, the rating outlook was changed to
stable.


HORIZON LINES: Prices US$300 Mil. of 4.25% Convertible Sr. Notes
----------------------------------------------------------------
Horizon Lines Inc. has priced a private placement of
US$300 million aggregate principal amount of 4.25% convertible
senior notes due 2012.  The company has also granted the initial
purchasers of the notes an option to purchase up to an
additional US$30 million in aggregate principal amount of the
convertible senior notes.  The offering was made pursuant to an
exemption from registration under the Securities Act of 1933, as
amended.  The private placement is expected to close on
Aug. 8, 2007, subject to customary closing conditions.

The notes will pay interest semiannually at a rate of 4.25% per
annum.  The notes will be convertible under certain
circumstances into cash up to the principal amount of the notes,
and shares of the company's common stock or cash (at the option
of the Company) for any conversion value in excess of the
principal amount at an initial conversion rate of 26.9339 shares
of the company's common stock per US$1,000 principal amount of
notes.  This represents an initial conversion price of
approximately US$37.13 per share, a 30% premium over the last
reported sale price of the company's common stock on
Aug. 1, 2007.

The company estimates that the net proceeds from this offering
will be approximately US$291.3 million after deducting initial
purchasers' discounts and estimated expenses.  As previously
announced, the company intends to use approximately US$36.9
million of the net proceeds of the offering to fund convertible
note hedge transactions that the company has entered into with
one or more of the initial purchasers of the notes, their
affiliates or other financial institutions.  These convertible
note hedge transactions are intended to offset the dilution to
the company's common stock resulting from potential future
conversions of the notes.  The company also entered into
separate transactions with one or more of the initial
purchasers, their affiliates and other financial institutions to
sell warrants to purchase shares of its common stock.  The
convertible note hedge and warrant transactions increase the
effective conversion price of the notes to US$51.41 per common
share, reflecting a premium of approximately 80% to the closing
price per share of US$28.56 on Aug. 1, 2007.

If the initial purchasers exercise their option to purchase the
additional US$30 million in aggregate principal amount of notes,
the company intends to sell additional warrants and to use a
portion of the net proceeds from the sale of the additional
notes and from the sale of the additional warrants to increase
the size of the convertible note hedge transactions.

The company expects to use approximately US$28.6 million of the
net proceeds of the offering to repurchase 1,000,000 shares of
its common stock in privately negotiated transactions
concurrently with this offering.  The company intends to use the
remaining proceeds, together with cash on hand or borrowings
from its existing facility or borrowings under a new senior
secured credit facility that it expects to enter into to replace
its existing facility, to fund its obligations to holders of its
9.00% Senior Notes due 2012 and its 11.00% Senior Notes due 2013
under the previously-announced offer to purchase any and all of
such senior notes and to make certain consent payments to the
holders of those notes.

The company has been advised that, in connection with
establishing their initial hedge of the convertible notes and
entering into the warrant transactions previously referenced,
the counterparties to those transactions or their affiliates
have entered into or expect to enter into various derivative
transactions with respect to the company's common stock.  
These activities could have the effect of increasing or
preventing a decline in the price of the company's common stock.  
The counterparties or their affiliates may also enter into or
unwind various transactions with respect to the company's common
stock and purchase or sell the company's common stock in
secondary market transactions (and are likely to do so during
any observation period relating to the conversion of notes),
which may adversely affect the value of the company's common
stock.

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizonlines.com/-- is a Jones Act  
container shipping and integrated logistics company and is the
parent company of Horizon Lines Holding Corp. and Horizon Lines
LLC.  The company accounts for approximately 37% of total U.S.
marine container shipments from the continental U.S. to the
three non-contiguous Jones Act markets -- Alaska, Hawaii, and
Puerto Rico, and Guam.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 31, 2007, Standard & Poor's Ratings Services assigned its
'B' rating to Horizon Lines Inc.'s (BB-/Stable--) proposed
US$300 million senior convertible notes offering due 2012.  
Proceeds from the notes offering, combined with proceeds from a
planned new credit facility, will be used primarily to repay its
outstanding 9% senior notes due 2012 and its 11% senior discount
notes due 2013.  The company launched a tender offer for these
notes on July 17, 2007.  The tender offer expires on
July 30, 2007.  The Charlotte, North Carolina-based shipping
company currently has about US$800 million of lease-adjusted
debt.




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


PETROLEOS DE VENEZUELA: Holding 75% in Planned State Power Firm
---------------------------------------------------------------
Venezuelan state-owned oil firm Petroleos de Venezuela SA will
hold a 25% stake in a state electric firm the government is
planning to create, the energy and oil ministry said in a
statement.

According to the energy and oil ministry's statement, the
government published in the official gazette the law creating a
state electric company.

Business News Americas relates that the government will hold 75%
of the new company, dubbed as Corporacion Electrica Nacional.

BNamericas notes that these Venezuelan power firms will have a
three-year transition period to consolidate their activies under
the new state company:

          -- Enelven,
          -- Enagen,
          -- Cadafe,
          -- CVG-Edelca,
          -- Enelco,
          -- Enelbar, and
          -- Seneca.

Corporacion Electrica will acquire all private firms or
subsidies involved in generation, transmission or distribution,
the ministry said in a statement.  The nationalization is aimed
at boosting service throughout Venezuela and maximizing
efficiency.

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

As reported on March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


* BOND PRICING: For the Week July 30 to August 3, 2007
------------------------------------------------------

Issuer                 Coupon   Maturity   Currency   Price
------                 ------   --------   --------   -----

ARGENTINA
---------
Argnt-Bocon PR11        2.000    12/3/10     ARS      72.00
Argnt-Bocon PR13        2.000    3/15/24     ARS      74.44
Arg Boden               2.000    9/30/08     ARS      42.63
Argent-Par              0.630   12/31/38     ARS      51.07

CAYMAN ISLANDS
--------------
Vontobel Cayman        10.300   10/25/07     CHF      67.55
Vontobel Cayman        13.150   10/25/07     EUR      65.05
Vontobel Cayman        10.400   12/28/07     CHF      72.70
Vontobel Cayman        10.700   12/28/07     CFH      56.00
Vontobel Cayman        11.400   12/28/07     CFH      48.40
Vontobel Cayman        11.850   12/28/07     CHF      69.10
Vontobel Cayman        13.050   12/28/07     EUR      72.90
Vontobel Cayman        13.350   12/28/07     EUR      67.35
Vontobel Cayman        13.450   12/28/07     CHF      73.10
Vontobel Cayman        14.900   12/28/07     CHF      51.20
Vontobel Cayman        16.000   12/28/07     EUR      57.75
Vontobel Cayman        16.800   12/28/07     CHF      28.70
Vontobel Cayman        18.550   12/28/07     CHF      74.50
Vontobel Cayman        22.850   12/28/07     CHF      35.45
Vontobel Cayman         9.200     2/4/08     CHF      70.20
Vontobel Cayman        13.500    2/22/08     CHF      62.15

PUERTO RICO
-----------
Puerto Rico Cons        5.900    4/15/34     US       75.00

VENEZUELA
---------
Petroleos de Ven        5.250    4/12/27     US       73.92
Petroleos de Ven        5.375    4/12/27     US       64.37
Petroleos de Ven        5.500    4/12/37     US       62.25


                        ***********


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.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
de los Santos, and Christian Toledo, Editors.

Copyright 2007.  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.


           * * * End of Transmission * * *