---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Friday, July 21, 2008, Vol. 9, No. 143

                            Headlines


A R G E N T I N A
ALITALIA SPA: Italy Submits Response to Commission over Loan
CHRYSLER LLC: Study Shows Bankruptcy Filing Disastrous for Sales
CUARTO SA: Trustee to File Individual Reports on Sept. 19
DELTA AIR: Stockholders to Vote on Stock Issuance to Northwest
DELTA AIR: District Court Dismisses Suits Over 5191 Plane Crash

DELTA AIR: Comair Unit Expects to Terminate 520 Employees
DELTA AIR: Parties Withdraw More than US$1.2 Million in Claims
DELTA AIR: Inks Transaction Framework Deal with NWA and ALPA
EDITORIAL TOPACE: Proofs of Claim Verification Is Until Sept. 30
FABROL SA: Proofs of Claim Verification Deadline Is Oct. 29

LOS REYES: Trustee to File Individual Reports on Sept. 23
ONCE ESQUINAS: Trustee to Submit General Report on Sept. 25
SIEMBRA Y COSECHA: Court Converts Bankruptcy to Reorganization
SPORT INTERNATIONAL: Claims Verification Deadline Is Oct. 8


B E R M U D A

GLOBAL CAPITAL: Proofs of Claim Filing Deadline Is Aug. 4
GLOBAL CAPITAL: Sets Final Shareholders Meeting for Aug. 18
INTELSAT CORP: S&P Rates US$658 Mln 9.25% Senior Notes at BB-
JWH GLOBAL: Proofs of Claim Filing Deadline Is Aug. 4
JWH GLOBAL: Sets Final Shareholders Meeting for Aug. 18


B R A Z I L

ADVANCED MICRO: Board Elects President and COO Dirk Meyer as CEO
BANCO BRADESCO: Inks Credit Line Agreement With Mizumo
BANCO DAYCOVAL: S&P Puts BB- Rating to US$100 Million Sr. Notes
BANCO NACIONAL: Grants BRL78 Million Loan for Ford Motor Brasil
BRASKEM SA: UTEC Business Records New Sales in June 2008

BUNGE LTD: To Release Second Quarter 2008 Earnings on July 30
BUNGE LTD: Unit Creates Biz to Distribute & Market Fertilizers
FORD MOTOR: Brazilian Unit Gets BRL78 Mil. Financing From BNDES
GERDAU AMERISTEEL: To Hold Second Quarter 2008 Conference Call
RUTTER INC: Defaults on Revised EBITDA Covenant, Gets No Waiver

SPECTRUM BRANDS: S&P Holds 'CCC+' Rating; Removes Positive Watch


C A Y M A N  I S L A N D S

ARDSLEY CLO: Will Hold Final Shareholders Meeting on July 24
ARDSLEY CLO 2007-1: Final Shareholders Meeting Is on July 24
BAYWATER GLOBAL: Sets Final Shareholders Meeting for July 24
BAYWATER GLOBAL QUANT: Final Shareholders Meeting Is on July 24
CITIBANK CAPITAL: To Hold Final Shareholders Meeting on July 24

NO LOAN: Sets Final Shareholders Meeting for July 24
SECURITY ATLANTIC: To Hold Final Shareholders Meeting on July 24
TUSCANY CDO LTD: Final Shareholders Meeting Is on July 24


C O L O M B I A

BRIGHTPOINT INC: Reports 2008 Quarter Preliminary Fin'l Results
BRIGHTPOINT INC: Subsidiary Signs Agreement With Nokia Inc.
ECOPETROL SA: Wins Rights to Explore Three Oil Blocks


D O M I N I C A N  R E P U B L I C

BANCO INTERCONTINENTAL: Luis Renta to Take Fraud Case Abroad


J A M A I C A

AIR JAMAICA: Loses US$84.5 Million in First Five Months of 2008
CASH PLUS: Court Extends Carlos Hill's Bail
CASH PLUS: Clients to Wait 3 Weeks to Hear Report on Investments
NATIONAL COMMERCIAL: Denies Report on US$200 Mil. Wire Transfer


M E X I C O

BHM TECHNOLOGIES: Wants to Tap Gaiatech as Environ. Consultant
BHM TECHNOLOGIES: Court Approves Alixpartners as Advisors
BHM TECHNOLOGIES: Wants to Employ Gordon Brothers as Appraisers
BHM TECHNOLOGIES: Wants to Employ Ernst & Young as Auditors
BHM TECHNOLOGIES: Court Approves Kurtzman as Claims Agent

CASA DE CAMBIO: May Use Cash Collateral Amid Wachovia's Protest
CASA DE CAMBIO: Disclosure Statement Hearing Set for Sept. 10
QUAKER FABRIC: Files Amended Disclosure Statement & Ch. 11 Plan


P U E R T O  R I C O

ROYAL CARIBBEAN: Zacks Maintains Buy Rating on Firm's Shares
YAZMIN ENT: Case Summary & 40 Largest Unsecured Creditors


V E N E Z U E L A

CITGO PETROLEUM: Unit May Face US$110,000 in Penalties
NORTHWEST AIRLINES: Inks Framework Pact with Delta and ALPA
NORTHWEST AIRLINES: Shareholders to Vote on Merger by Sept. 25
NORTHWEST AIRLINES: Wants Approval on IRS Settlement Deal
NORTHWEST AIRLINES: Insists ALG's US$15MM Claim is Unenforceable

PETROLEOS DE VENEZUELA: Inks Deal With Petrozuata Bondholders
PETROLEOS DE VENEZUELA: 1st Crude Shipment to Galp is in August
PETROLEOS DE VENEZUELA: Project With Cuba to Take Up to 4 Yrs.

* BOND PRICING: For the Week July 14 - July 18, 2008


                         - - - - -


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

ALITALIA SPA: Italy Submits Response to Commission over Loan
------------------------------------------------------------
The Italian government has submitted its response on the
European Commission's inquiry into its EUR300 million loan grant
to Alitalia S.p.A., Thomson Financial News reports.

The Commission launched an investigation on June 11, 2008, as to
the legality of Italy's EUR300 million loan grant to Alitalia in
aid to avert bankruptcy.  Under European rules, Alitalia is not
allowed another aid until 2011 as it has already benefited from
rescue and restructuring aid.

The Commission declines to comment on the response until it has
concluded the investigation.

                          About Alitalia

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

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


CHRYSLER LLC: Study Shows Bankruptcy Filing Disastrous for Sales
----------------------------------------------------------------
A study released by research firm CNW Research reveals that
around 91 percent of potential car buyers would shy away from
buying a Chrysler car brand if ever the automaker files for
bankruptcy, Reuters reports.

The study, which covers 6,000 respondents who planned to
purchase new vehicles, indicate that among industries, U.S.
automakers would post the highest sales losses if it sought
bankruptcy protection, says Reuters.  The study also shows that
more than 80 percent of the future buyers will forego buying a
brand from General Motors Corp. or Ford Motor Co. if either
company files for Chapter 11 protection.

Rumors of possible bankruptcy filings currently dog the three
automakers as they continue to experience a slump in auto sales.
According to MotorTrend, Chrysler CEO Bob Nardelli admits that
the company recently experienced its "lowest sales level in 16
years", making market constituents fret.  Following General
Motors, the company has already sent letters to dealers
reassuring them that suggestions of reorganization are "without
merit".

As reported in the Troubled Company Reporter on July 11, 2008,
GM CEO Rick Wagoner, in a speech to the Dallas Chamber of
Commerce, said the company has "no thoughts whatsoever" of
bankruptcy.  Mr. Wagoner claimed that GM's cash will remain
"robust" in 2008, and the company would be able to secure
additional funds as needed.

The bankruptcy scare was, in part, precipitated by comments from
Merrill Lynch analyst John Murphy.  He said that a bankruptcy
filing for GM is not impossible "if the market continues to
deteriorate and significant incremental capital is not raised."
Mr. Murphy, in a research note, said GM will need to raise
US$15,000,000,000 in capital to fund its operations for the next
two years.  Mr. Murphy, according to the reports, warned GM is
burning through cash faster than investors realize.

"Admitting defeat, as bankruptcy would do in the minds of
consumers, sends shoppers other places," Reuters cites CNW
Research in its report.

                        About Chrysler LLC

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 25, 2008, Moody's Investors Service affirmed the B3
Corporate Family Rating and Probability of Default Rating of
Chrysler LLC, but changed the outlook to negative from stable.
The change in outlook reflects the increasingly challenging
environment faced by Chrysler as the outlook for US vehicle
demand falls, and as high fuel costs drive US consumers away
from light trucks and SUVs, and toward more fuel efficient
vehicles.

At the same time, Standard & Poor's Ratings Services is placing
its corporate credit ratings on the three U.S. automakers,
General Motors Corp., Ford Motor Co., and Chrysler LLC, on
CreditWatch with negative implications.  Included in the
CreditWatch placement are the finance units Ford Motor Credit
Co. and DaimlerChrysler Financial Services Americas LLC, as well
as GM's 49%-owned finance affiliate GMAC LLC.

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


CUARTO SA: Trustee to File Individual Reports on Sept. 19
---------------------------------------------------------
Donato Sacurno, the court-appointed trustee for Cuarto S.A.'s
bankruptcy proceeding, will present the validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 19, 2008.

Mr. Sacurno verifies creditors' proofs of claim until
Aug. 8, 2008.  He will submit to court a general report
containing an audit of Cuarto's accounting and banking records
on Oct. 31, 2008.

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

The debtor can be reached at:

          Cuarto S.A.
          Avenida Cordoba 873
          Buenos Aires, Argentina

The trustee can be reached at:

          Donato Sacurno
          Bernardo de Irigoyen 330
          Buenos Aires, Argentina


DELTA AIR: Stockholders to Vote on Stock Issuance to Northwest
--------------------------------------------------------------
Delta Air Lines Inc. will hold a special meeting of stockholders
on Sept. 25, 2008, in Atlanta for stockholders to vote on the
issuance of Delta common stock to Northwest Airlines Corp.
stockholders in the merger of the airlines and on an amendment
to the Delta 2007 Performance Compensation Plan, a broad-based
employee compensation program.

The meeting will be held at 2 p.m. EDT at the Georgia
International Convention Center located at 2000 Convention
Center Concourse, in College Park, Georgia.

The record date for determining stockholders entitled to notice
of, and to vote at, the special meeting will be the close of
business on July 29, 2008.

Delta in April announced that it is combining with Northwest in
an all-stock transaction to create America's premier global
airline.  The new company will be called Delta and will be
headquartered in Atlanta.  Combined, the company and its
regional partners will provide customers access to more than 390
destinations in 67 countries.  Together, Delta and Northwest
will have more than US$35 billion in aggregate annual revenues,
operate a mainline fleet of nearly 800 aircraft, employ
approximately 75,000 people worldwide, and have one of the
strongest balance sheets in the industry.  The merger is subject
to the approval of Delta and Northwest stockholders and
regulatory approvals, which are expected to be completed later
this year.

                   Northwest Shareowners Meeting

Northwest will hold its annual shareowners meeting in New York,
on Sept. 25, 2008, to vote on the proposed merger between
Northwest and Delta.

The meeting will be held at the Equitable Life Building in New
York, 787 Seventh Ave. New York, NY in the Equitable Auditorium.
The meeting time is yet to be determined.

"Looking back on the announcement of our merger with Delta, we
are more confident than ever that this was the right deal at the
right time," said Doug Steenland, president and CEO of Northwest
Airlines.  "Moving forward, the combined carrier will be in the
best position to compete globally -- validating that this was
the right transaction for our employees, customers, shareholders
and the communities we serve,."

"The merger-related synergies will improve the financial ability
of Northwest and Delta to meet the challenge presented by the
fuel crisis and better position the combined carrier for long-
term strength and profitability," Mr. Steenland continued.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and $17.9 billion in total
debts.  On Jan. 12, 2007, the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.   (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: District Court Dismisses Suits Over 5191 Plane Crash
---------------------------------------------------------------
The U.S. District Judge Karl Forester dismissed Delta Air Lines,
Inc., from more than 19 pending wrongful death lawsuits relating
to Delta's regional partner Comair's Flight 5191 plane that
crashed on August 27, 2006, in Lexington, Kentucky.

Some plaintiffs included Delta -- Comair's parent company -- as
an additional defendant, arguing that Delta's and Comair's
operations were intertwined, where Delta "exerted control over
where Comair could fly, what the ticket price would be and how
much money Comair would receive to operate," Kentucky.com says.

According to the report, Delta's motion to be dismissed from the
lawsuits held that Comair was Delta's wholly-owned subsidiary
but each has separate management, different sets of policies and
procedures and employs its own pilots; therefore, Delta could
not be held liable in a court of law for the conduct of Comair's
employees.

"There is no allegation that any Delta employee failed to
exercise reasonable care in the performance of his or her duty
in any manner in respect to Flight No. 5191, " Judge Forester
wrote in his 13-page opinion.

Delta could not control any of the operational aspects of Flight
5191; hence, no Delta employee could be held liable for the
crash, Judge Forester added.

Delta's dismissal from the lawsuits will have no effect on the
trial that the Court slated on August 4, 2008, wherein families
of 49 people killed in the Flight 5191 crash will seek punitive
damages, according to various reports.

During the trial, the Court will allow presentation of evidence
that Comair was grossly negligent in the crash.

"Comair has demonstrated on multiple occasions before and after
the accident that it is a reasonable and responsible company.
The National Transportation Safety Board found this to be true
and we intend to present the same evidence to the jury," Kate
Marx, a spokeswoman for Comair told Kentucky.com.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.   (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Comair Unit Expects to Terminate 520 Employees
---------------------------------------------------------
Delta Air Lines Inc.'s regional unit, Comair, expects to cut 300
pilot and 220 flight attendant jobs to shrink operations and
deal with record fuel costs, Bloomberg News reports.

According to Comair spokesman Jeff Pugh, the job cuts will take
effect in September 2008, in time for Comair's pull-out of 14
aircraft and reduction of flight hours by 15%, particularly to
airports in the northeastern U.S., including John F. Kennedy in
New York.

Comair employs approximately 6,400 persons in total, with the
520 job cuts representing 8% of its workforce, Mr. Pugh told
Bloomberg.

Mr. Pugh noted that Comair will offer severance packages, which
details are yet to be completed, says Bloomberg.

In an e-mail to the Business Courier of Cincinnati, Comair
spokeswoman Kate Marx said Comair management has steadily
reduced non-crew staff since the beginning of 2008.

"Because our pilot and flight attendant staffing is directly
related to our flying, we need to adjust our crew complement for
the fall," Ms. Marx said, the newspaper reports.

In a memo dated July 7, 2008, Comair President John Selvaggio
told employees that while a decrease in post-summer season
flights is typical, "this fall's reduction is magnified."

"We have continued to support Delta's efforts to address sky-
high fuel costs by becoming more efficient and reducing our
overall cost structure.  We have demonstrated that our strength
lies in the people of Comair, and in the coming months, we must
remain flexible to keep ourselves poised to take advantages of
future opportunities," the memo stated, according to the
newspaper.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.   (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Parties Withdraw More than US$1.2 Million in Claims
--------------------------------------------------------------
Various parties informed the U.S. Bankruptcy Court for the
Southern District of New York and parties-in-interest that they
have withdrawn their claims against Delta Air Lines Inc. and its
debtor-affiliates.

A. Lydia Locke

Lydia J. Locke that she has withdrawn Claim Nos. 5447 and 8466,
each asserting US$816,000, with respect to prepetition workers'
compensation and disability plans.

In an agreement with the Debtors, Ms. Locke admitted that, among
other things, she is receiving pension benefits under the Delta
Retirement Plan; hence, there is no need to file the claims.

B. Grapevine-Colleyville

The Grapevine-Colleyville Independent School District has
withdrawn its administrative Claim No. 8283 for US$334,580, and
Claim No. 8282 for US$77,040 against the Debtors, asserting
unpaid postpetition taxes for 2007.

The City of Grapevine has withdrawn its Claim Nos. 8625 and 8626
against Debtor-affiliate, ASA Holdings, Inc.  The City did not
indicate a reason for the withdrawal of its Claims.

C. Kansas City Airport

On behalf of Kansas City Airport Marriott, Vincent J. Roldan
informs the Court and parties-in-interest that Kansas City
Airport has withdrawn Claim No. 6954, for US$5,251.  The Airport
did not state a reason for the Claim withdrawal.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Inks Transaction Framework Deal with NWA and ALPA
------------------------------------------------------------
Edward H. Bastian, president and chief financial officer of
Delta Air Lines, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission dated July 2, 2008, that
on June 27, 2008, Delta entered into a Transaction Framework
Agreement with the Delta Master Executive Council and the
Northwest Airlines, Inc. Master Executive Council, and the Air
Line Pilots Association, International.

The MEC is the governing body of the Delta and Northwest units
of ALPA, the SEC filing said.

According to Mr. Bastian, the Framework Agreement addresses a
new joint collective bargaining agreement that Delta had
previously announced.  Subject to ratification by the Delta and
Northwest pilots, the Framework Agreement will become effective
upon consummation of the Delta-Northwest merger and will govern
the terms and conditions of employment of the Merged Company
Pilots, he said.

Furthermore, the Framework Agreement also provides that the
Delta MEC, the Northwest MEC and ALPA will adopt and be bound by
a Process Agreement relating to the determination of an
integrated seniority list for the Merged Company Pilots.  The
parties to the Process Agreement may not revise, waive any
material right under, or terminate the Process Agreement without
the consent of Delta, Mr. Bastian noted.

Until the closing of the Merger, the Delta pilots and the
Northwest pilots will remain separate and, in the case of the
Delta pilots, be covered by the existing collective bargaining
agreement applicable to the Delta pilots.  The Northwest pilots
will be covered by the existing collective bargaining agreement
applicable to the Northwest pilots, Mr. Bastian explained.

Pursuant to the terms and conditions of the Framework Agreement,
the Delta MEC and the Northwest MEC have each agreed to:

   -- recommend that the Delta and Northwest pilots ratify the
      new PWA; and

   -- use their reasonable best efforts to cause a ratification
      vote by their pilots groups within 60 days of the date of
      the Framework Agreement.

Pursuant to the terms of the Framework Agreement, Delta has
agreed to issue shares of its common stock equal to (i) 3.5% of
the fully-diluted shares outstanding of Delta to Delta pilots;
and (ii) 2.38% of the fully-diluted shares outstanding of Delta
to Northwest pilots, effective on the closing date of the
Merger.

The Framework Agreement is subject to, among other things, the
ratification by each of the Delta pilots and Northwest pilots of
the new PWA, and approval by the stockholders of Delta of an
amendment to the Delta 2007 Performance Compensation Plan to
increase the number of shares of Delta common stock issuable
under that plan.

If Delta stockholders do not approve the amendment to the Delta
2007 Performance Compensation Plan, either of the Delta MEC or
the Northwest MEC may terminate the Framework Agreement.  The
Framework Agreement provides for customary registration rights
with respect to the Delta and the Northwest Pilot shares, Mr.
Bastian informed the SEC.

The Transaction Framework Agreement, dated as of April 14, 2008,
among Delta, the Delta MEC and ALPA is superseded in all
respects by the Framework Agreement, unless and until the time
that the Framework Agreement is terminated in accordance with
its terms.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.   (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EDITORIAL TOPACE: Proofs of Claim Verification Is Until Sept. 30
----------------------------------------------------------------
Guido Maria Salvadori, the court-appointed trustee for Editorial
Topace SRL's bankruptcy proceeding, will be verifying creditors'
proofs of claim until Sept. 30, 2008.

Mr. Salvadori will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 6 in Buenos Aires, with the assistance of Clerk
No. 11, 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 Editorial Topace 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 Editorial Topace's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Editorial Topace SRL
           Manzoni 83
           Buenos Aires, Argentina

The trustee can be reached at:

           Guido Maria Salvadori
           Junin 55
           Buenos Aires, Argentina


FABROL SA: Proofs of Claim Verification Deadline Is Oct. 29
-----------------------------------------------------------
Carlos Wulff, the court-appointed trustee for Fabrol SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Oct. 29, 2008.

Mr. Wulff will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 19 in Buenos Aires, with the assistance of Clerk
No. 37, 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 Fabrol 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 Fabrol's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Fabrol SA
           Guamini 1389
           Buenos Aires, Argentina

The trustee can be reached at:

           Carlos Wulff
           Virrey del Pino 2354
           Buenos Aires, Argentina


LOS REYES: Trustee to File Individual Reports on Sept. 23
---------------------------------------------------------
Elisa Tomattis, the court-appointed trustee for Los Reyes
Publicidad S.A.'s bankruptcy proceeding, will present the
validated claims as individual reports in the National
Commercial Court of First Instance in Buenos Aires on
Sept. 23, 2008.

Ms. Tomattis verifies creditors' proofs of claim until
Aug. 11, 2008.  Ms. Tomattis will submit to court a general
report containing an audit of Los Reyes' accounting and banking
records on Nov. 4, 2008.

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

The debtor can be reached at:

           Los Reyes Publicidad S.A.
           Maipu 726
           Buenos Aires, Argentina

The trustee can be reached at:

           Elisa Tomattis
           Rodriguez Pena 110
           Buenos Aires, Argentina


ONCE ESQUINAS: Trustee to Submit General Report on Sept. 25
-----------------------------------------------------------
The court-appointed trustee for Once Esquinas S.R.L.'s
bankruptcy proceeding will submit to 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 Sept. 25, 2008.

The trustee verified creditors' proofs of claim and submitted
individual reports.  The trustee is also in charge of
administering Once Esquinas' assets under court supervision and
will take part in their disposal to the extent established by
law.

SIEMBRA Y COSECHA: Court Converts Bankruptcy to Reorganization
--------------------------------------------------------------
Siembra y Cosecha S.A. will proceed with reorganization after
the National Commercial Court of First Instance in Buenos Aires
converted the company's bankruptcy case into a “concurso
preventivo,” states Infobae.

Under insolvency protection, Siembra y Cosecha will be able to
draft a proposal designed to settle its debts with creditors in
order to prevent an outright liquidation of its assets.

A court-appointed trustee will verify creditors' proofs of
claims on a date that has yet to be announced.  Creditors with
unverified claims won't receive anything from Siembra y
Cosecha's settlement plan.

The debtor can be reached at:

           Siembra y Cosecha SA
           Vuelta de Obligado 4776 PB
           Buenos Aires, Argentina


SPORT INTERNATIONAL: Claims Verification Deadline Is Oct. 8
-----------------------------------------------------------
Alfonso Badaracco, the court-appointed trustee for Sport
International Football SA's bankruptcy proceeding, will be
verifying creditors' proofs of claim until Oct. 8, 2008.

Mr. Badaracco will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with the assistance of Clerk
No. 3, 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 Sport International 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 Sport International's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Sport International Football SA
           Avenida Cordoba 807
           Buenos Aires, Argentina

The trustee can be reached at:

           Alfonso Badaracco
           Esmeralda 980
           Buenos Aires, Argentina



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

GLOBAL CAPITAL: Proofs of Claim Filing Deadline Is Aug. 4
---------------------------------------------------------
Global Capital Management Limited I's creditors are given until
Aug. 4, 2008, to prove their claims to Orlando A. Smith, 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.

Global Capital's shareholders agreed on July 4, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Orlando A. Smith
         Milligan-Whyte & Smith
         Mintflower Place, 2nd Floor
         8 Par-la-Ville Road
         Hamilton HM 08, Bermuda


GLOBAL CAPITAL: Sets Final Shareholders Meeting for Aug. 18
-----------------------------------------------------------
Global Capital Management Limited I will hold its final general
meeting on Aug. 18, 2008, at 10:30 a.m. at Milligan-Whyte &
Smith, Mintflower Place, 2nd Floor, 8 Par-la-Ville Road,
Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the company.

Global Capital's shareholders agreed on July 4, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Orlando A. Smith
         Milligan-Whyte & Smith
         Mintflower Place, 2nd Floor
         8 Par-la-Ville Road
         Hamilton HM 08, Bermuda


INTELSAT CORP: S&P Rates US$658 Mln 9.25% Senior Notes at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-rating
and a '1' recovery rating to Intelsat, Corp.'s US$658 million
9.25% senior notes due 2014 and US$581 million 9.25% senior
notes due 2016.

The '1' recovery rating indicates the expectation for very high
(90%-100%) recovery in the event of a payment default.
Intelsat Corp. is an indirect subsidiary of Bermuda-based
Intelsat, Ltd.  The corporate credit rating on parent Intelsat,
Ltd. is 'B' and remains unchanged and the outlook is stable.
Intelsat is the largest provider of fixed satellite
communications services worldwide, supplying voice, data, and
video connectivity globally through its fleet of 53 owned
satellites.

Proceeds from the new debt will be used to finance the repayment
of the issuer's outstanding US$658 million 9.25% term loan due
2014 and US$581 million 9.25% term loan due 2016 and pay related
fees and expenses.  The ratings are based on preliminary terms
and conditions and are subject to review of final documentation.

The ratings on Intelsat reflect a highly leveraged financial
profile that allows for limited financial flexibility in the
medium term and overwhelms very attractive business
characteristics.  A strong business risk profile reflects the
company's global scale, strong geographic diversification, and
strong revenue backlog that provides for significant cash flow
visibility.  This fundamentally sound business profile enables
the company to support such high levels of leverage at this
rating.

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

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


JWH GLOBAL: Proofs of Claim Filing Deadline Is Aug. 4
-----------------------------------------------------
JWH Global Strategies Ltd.'s creditors are given until
Aug. 4, 2008, to prove their claims to Orlando A. Smith, 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.

JWH Global's shareholders agreed on July 4, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Orlando A. Smith
         Milligan-Whyte & Smith
         Mintflower Place, 2nd Floor
         8 Par-la-Ville Road
         Hamilton HM 08, Bermuda


JWH GLOBAL: Sets Final Shareholders Meeting for Aug. 18
-------------------------------------------------------
JWH Global Strategies Ltd. will hold its final general meeting
on Aug. 18, 2008, at 10:00 a.m. at Milligan-Whyte & Smith,
Mintflower Place, 2nd Floor, 8 Par-la-Ville Road, Hamilton,
Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the company.

JWH Global's shareholders agreed on July 4, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Orlando A. Smith
         Milligan-Whyte & Smith
         Mintflower Place, 2nd Floor
         8 Par-la-Ville Road
         Hamilton HM 08, Bermuda



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

ADVANCED MICRO: Board Elects President and COO Dirk Meyer as CEO
----------------------------------------------------------------
Advanced Micro Devices Inc. is reshuffling its top management
after a period marked by big losses, a major product miscue and
a sharp decline in its share price, The Wall Street Journal
relates.

In a press release, AMD disclosed that its board of directors
elected president and COO Dirk Meyer as the company's chief
executive officer.  Mr. Meyer succeeds Hector Ruiz, who will
become executive chairman of AMD and chair of the board of
directors.  As executive chairman, Mr. Ruiz will ensure a smooth
executive leadership transition, focus on driving the company's
asset smart strategy to completion, and assist with high-level
government and strategic partner relations.

"[Mr. Meyer's] election to CEO is the final phase of a two-year
succession plan developed and implemented jointly by AMD's board
of directors and executive team," Robert Palmer, lead
independent director, said.  "Under Hector's strong leadership,
AMD drove the industry adoption of pervasive 64-bit and
multicore computing, became a trusted enterprise-class partner
to leading technology suppliers and significantly expanded its
global footprint in high-growth markets like China.

"[Mr. Meyer's] extensive experience as a business leader and his
notable engineering accomplishments before and during his 12
years at AMD make him ideally suited to build upon the
foundation Hector created and lead AMD."

"AMD has fundamentally altered the industry landscape, leading
the innovation agenda while delivering greater choice and better
experiences for our customers and users," Mr. Ruiz, executive
chairman, AMD, said.  "[Mr. Meyer] is a gifted leader who
possesses the right skills and experience to continue driving
AMD and the industry forward in new, compelling directions.  I
am placing the company in excellent hands."

Mr. Meyer joined AMD in 1995 and made his mark as part of the
design team responsible for the original AMD Athlon(TM)
processor, a breakthrough product for AMD and the industry's
first processor to break the 1GHz barrier.  From 2001 to 2006,
Mr. Meyer led the company's microprocessor business, overseeing
related R&D, manufacturing, operations, and marketing.  His
leadership skills during these five years resulted in a doubling
of revenue for the microprocessor business and a substantial
expansion of AMD's global profile.  In 2006, Mr. Meyer was
appointed president and COO, and in 2007, he was elected to
AMD's board of directors.

"I'm tremendously excited by the opportunities ahead for AMD,"
Mr. Meyer, president and chief executive officer, AMD, said.
"As the only company that possesses expertise and leadership in
both x86 microprocessor and graphics technology, AMD has a
unique capability to drive the next wave of innovation through
the integration of computing and graphics processors to deliver
a better computing experience.  We are in the midst of re-
shaping AMD's business model with the goal of delivering
sustained profitability through a focus on the core technologies
that differentiate AMD.  My immediate priority is to work with
the leadership team to accelerate this transformation.  I
appreciate the trust that the Board and Hector have placed in
me.  During the years that I've worked under Hector, he has been
an excellent leader, mentor and friend."

Mr. Ruiz joined AMD as president and chief operating officer in
January 2000 and became AMD's chief executive officer on April
25, 2002.  He has served on AMD's board of directors since 2000
and was appointed chairman of the board of directors in 2004.

According to WSJ, AMD also reported a loss of nearly
US$1.2 billion, including US$920 million from its discontinued
ATI Technologies operations that sell chips for handheld devices
and digital televisions.

The Journal added that AMD's stock price has plunged from more
than US$16 in July 2007 to less than $5, though it rebounded
Thursday to US$5.30, up 24 cents, or 4.7%, in 4 p.m. New York
Stock Exchange composite trading.  WSJ indicated that its
current market value is about US$3.2 billion.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.  Outside the United States, the company
has subsidiaries in Belgium, Brazil, China, Germany, Japan,
Malaysia and Bermuda.

At Dec. 29, 2007, the company's consolidated balance sheet
showed US$11.550 billion in total assets, US$8.295 billion in
total liabilities, US$265.0 million in minority interest in
consolidated subsidiaries, and US$2.990 billion in total
stockholders' equity.

                          *     *     *

As reported on Troubled Company Reporter-Latin America on
April 11, 2008, Standard & Poor's Ratings Services placed its
'B' corporate credit and senior unsecured ratings on Advanced
Micro Devices Inc. on CreditWatch with negative implications.

In January 2008, Fitch downgraded these ratings on Advanced
Micro Devices Inc., including its Issuer Default Rating to 'B-'
from 'B'; and its Senior unsecured debt to 'CCC'/RR6 from
'CCC+/RR6'.  Fitch said the rating outlook remains negative.


BANCO BRADESCO: Inks Credit Line Agreement With Mizumo
------------------------------------------------------
Banco Bradesco S.A. has signed a deal with Mizumo to create a
special credit line to facilitate the purchase of equipment,
Crislaine Coscarelli of Business News Americas reports, citing
Mizumo Business Unit Manager Giovani Toledo.

Under the agreement, customers purchasing equipment and
accessories through the environmental leasing fund would receive
100% financing.  To access the fund, applicants must be
customers of Bradesco, BNamericas states.

Mr. Toledo told BNamericas that in addition to having a lower
interest rate, the process involves less bureaucracy.  The
client proceeds to a Bradesco branch and requests the loan.
Mizumo, after the approval, bills the equipment and the customer
has a five-month grace period before starting payments, Mr.
Toledo adds.

Report shows that Mizumo executives believe the contract will
boost sales by around 25% this year. "Credit lines are important
to help and encourage the preservation of the environment.  The
environmental leasing scheme is an attractive alternative and it
was designed in part to strengthen the country's sustainable
development," Mr. Toledo disclosed.

Mizumo is a division of Brazilian Grupo Jacto, which has
operations in agribusiness, transport, high-pressure cleaning
equipment, plastic processing and electric cars, among others.

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

                         *     *     *

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


BANCO DAYCOVAL: S&P Puts BB- Rating to US$100 Million Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB-'
long-term foreign-currency senior unsecured debt rating to
US$100 million in senior unsecured three-year notes issued by
Banco Daycoval S.A. (BB-/Positive/B) through its Cayman Islands
branch.

“The ratings on Daycoval reflect the challenges the bank faces
to further diversify its funding base and continue increasing
its credit portfolio under adequate risk management procedures
in a very competitive environment,” said S&P's credit analyst
Marcelo Peixoto.

However, the bank's positive track record in lending to small
and midsize enterprises, strong profitability, and commitment to
maintaining adequate liquidity and capital levels partially
offset these risks.

Headquartered in Sao Paulo, Brazil, Banco Daycoval SA started
its activities in 1968, with the creation of Daycoval DTVM and
Valco Corretora de Valores.  Brothers Ibrahim and Sasson Dayan
control the bank.  It is the core business of its shareholders
and specializes in financing small- and medium-sized companies,
backed by receivables.  It also operates with consignment
lending for payroll deduction and consumer financing.  Since
June 2007, the bank has had 29% of its shares traded at Bovespa
on the New Brazilian Stock Market.  These shares enjoy a tag-
along privilege, giving minority shareholders 100% of the value
of the block of controlling shares in the event of the sale of
the institution.


BANCO NACIONAL: Grants BRL78 Million Loan for Ford Motor Brasil
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
approved a BRL78 million loan for Ford Motor Company Brasil
Ltda.  The car making company will use these funds to develop
its Automotive Engineering Support Program for 2008/2009, in
Camacari, Bahia.  The program will foster the development of
products and new engineering processes, such as the reduction of
air emissions from cars.

Currently, about 1,050 engineers are involved in the development
and engineering of Ford products, and the investments forecast
by the company must allow these highly qualified workers to
remain in the company.  Ford's staff of engineers is mainly
focused in Camacari.  Among the projects in progress, Ford can
single out the one concerned with the decrease of air emissions
to meet the new resolutions of the Brazilian Council of
Environment (Conama), under its Control Program for Air
Pollution caused by Cars (Proconve).

BNDES' financial support to Ford is part of the new Automotive
Engineering Support Program, disclosed in May, under the federal
government's Production Development Policy.  BNDES' Program,
with BRL1 billion budget, to be accomplished up to
December 2008, will finance engineering expenses incurred in
Brazil.  The main financeable items are: hours worked by
engineers on a given technology development project, funds for
basic design, development of prototypes and new products,
detailing of parts and components, acquisition of precision
materials, and building of a development center.

Associated to specific automotive engineering projects, the
financing arrangements provided under this program does not need
to be associated to a new manufacturing investment.

Ford Group's holding firm, Ford Motor Company, is a public
company headquartered in Michigan, United States.  Ford was
setup in Brazil in 1919, and was the first car maker in Brazil.
The company currently has three plants (Taubate, Sao Bernardo do
Campo, both in Sao Paulo, and Camacari) and a testing facility
in Tatui.

                         About Ford

Ford Motor Company (NYSE: F) -– http://www.ford.com/-- a global
automotive industry leader based in Dearborn, Mich.,
manufactures or distributes automobiles in 200 markets across
six continents.  With about 244,000 employees and about 90
plants worldwide, the company's core and affiliated automotive
brands include Ford, Lincoln, Mercury, Volvo and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

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

                           About BNDES

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

                        *     *     *

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


BRASKEM SA: UTEC Business Records New Sales in June 2008
--------------------------------------------------------
Braskem SA's UTEC business registered its highest sales figures
for a single month in June 2008.

The new record represents an important milestone for Braskem
since it was obtained through an important growth in sales in
Europe.  “Braskem has a consistent customer base in the US and
Canada.  This new sales record strengthens our position in the
second largest UHMW-PE marketplace,” stated Carlos Lollato, UTEC
Global Business Manager.

This sales growth was achieved despite cost increases in raw
materials and price readjustments for resins, which led Braskem
to announce a US$0.25 per pound price increase for the North
American market in the beginning of July.  “We achieved this
result because of our policy to keep our prices permanently
aligned with those practiced in the international market, which
is in line with our commitment to preserve the competitiveness
of our customers as well as the entire petrochemical and plastic
production chain,” said Mr. Lollato.

Braskem will continue to invest in UHMW-PE market development
and in its UTEC and Idealis product portfolio.  “UHMW-PE market
evolution encourages us to continue our investment in this
business, which will most certainly provide us with new reasons
to celebrate in the future,” Mr. Lollato stated.

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

                        *     *     *

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

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

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


BUNGE LTD: To Release Second Quarter 2008 Earnings on July 30
-------------------------------------------------------------
Bunge Limited will announce its results for the quarter ended
June 30, 2008, on July 24, 2008, prior to the market opening.

Bunge's management will host a conference call at 10:00 a.m. EDT
on July 24, 2008, to discuss the company's results.

To listen to the conference call:

   Please dial: (877) 857- 6177 (United States & Canada)
                (719) 325-4769 (outside U.S. & Canada)
   Confirmation code: 3152490.

Please dial in five to 10 minutes before the scheduled start
time.  The conference call will also be available live on the
company's web site at http://www.bunge.com.

To access the webcast, click the “News and Information” link on
the Bunge homepage then select “Webcasts and Upcoming Events”.
Click on the link for the “Q2 2008 Bunge Limited Conference
Call,” and follow the prompts to join the call.  Go to the Web
site at least 15 minutes prior to the call to register and to
download and install any necessary audio software.

For those who cannot listen to the live broadcast, a replay of
the call will be available beginning at 1:00 p.m. EDT on
July 24, 2008, and continuing through 1:00 p.m. EDT on
Aug. 23, 2008.

To listen to the replay, please call:

   Tel. Numbers: (888) 203-1112 (United States & Canada)
                 (719) 457-0820  (outside U.S. & Canada)
   Confirmation code: 3152490.

A rebroadcast of the conference call will also be available on
the company's web site.  To locate the rebroadcast, click on the
“News and Information” link on the Bunge homepage then select
“Audio Archives” from the left-hand menu.  Select the link for
the “Q2 2008 Bunge Limited Conference Call.”  Follow the prompts
to access the replay.

                       About Bunge Ltd.

Headquartered in White Plains, New York, Bunge Ltd. (NYSE: BG)
is a global agribusiness company which supplies fertilizer to
farmers, originates, transports and processes oilseeds, grains
and other agricultural commodities worldwide, produces food
products for commercial customers and consumers, and supplies
raw materials and services to the biofuels industry in South
America and Asia.  The company has operations in Brazil, Peru
and Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Standard & Poor's Ratings Services assigned its
'BB' rating to Bunge Ltd.'s US$750 million of 5.125% cumulative
mandatory convertible preference shares.  At the same time, S&P
affirmed its 'BBB-' long-term corporate credit and other ratings
on Bunge with a stable outlook.  Pro forma for the new issue,
about US$4.2 billion of debt and preference shares of the
company are rated.  Proceeds from this issue will be used to
repay debt and for general corporate purposes.


BUNGE LTD: Unit Creates Biz to Distribute & Market Fertilizers
--------------------------------------------------------------
Bunge North America, the North American operating arm of Bunge
Limited, has created a business unit to distribute and market
fertilizer products.  Bunge will source the commodities
domestically and internationally for sale to domestic dealers
and co-operatives.

"Because of Bunge's strong connections to the agriculture
community and our efficient logistics network in North America,
marketing and transporting fertilizer ingredients is a good
complement to our existing operations," Bunge North America
president and Chief Executive Officer, Carl Hausmann said.
"Bunge also is the leading producer of fertilizer in South
America so our North American team will be able to build on
Bunge's existing knowledge and global relationships as we
develop our business here."

Olavo Dietzsch has been named to lead the new unit.  Mr.
Dietzsch has most recently worked in business development for
Bunge North America and strategic planning for Bunge Limited; he
joined Bunge in 2001 as procurement manager for Bunge's
fertilizer business in Brazil.

Headquarterered in St. Louis, Missouri, Bunge North America --
http://www.bungenorthamerica.com-- is the North American
operating arm of Bunge Limited.  Bunge North America and its
subsidiaries operate grain elevators, oilseed processing plants,
edible oil refineries and packaging facilities, and corn dry
mills in the U.S., Canada and Mexico.

                         About Bunge Ltd.

Headquartered in White Plains, New York, Bunge Ltd. (NYSE: BG)
is a global agribusiness company which supplies fertilizer to
farmers, originates, transports and processes oilseeds, grains
and other agricultural commodities worldwide, produces food
products for commercial customers and consumers, and supplies
raw materials and services to the biofuels industry in South
America and Asia.  The company has operations in Brazil, Peru
and Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Standard & Poor's Ratings Services assigned its
'BB' rating to Bunge Ltd.'s US$750 million of 5.125% cumulative
mandatory convertible preference shares.  At the same time, S&P
affirmed its 'BBB-' long-term corporate credit and other ratings
on Bunge with a stable outlook.  Pro forma for the new issue,
about US$4.2 billion of debt and preference shares of the
company are rated.  Proceeds from this issue will be used to
repay debt and for general corporate purposes.


FORD MOTOR: Brazilian Unit Gets BRL78 Mil. Financing From BNDES
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
approved a BRL78 million loan for Ford Motor Company Brasil
Ltda.  The car making company will use these funds to develop
its Automotive Engineering Support Program for 2008/2009, in
Camacari, Bahia.  The program will foster the development of
products and new engineering processes, such as the reduction of
air emissions from cars.

Currently, about 1,050 engineers are involved in the development
and engineering of Ford products, and the investments forecast
by the company must allow these highly qualified workers to
remain in the company.  Ford's staff of engineers is mainly
focused in Camacari.  Among the projects in progress, Ford can
single out the one concerned with the decrease of air emissions
to meet the new resolutions of the Brazilian Council of
Environment (Conama), under its Control Program for Air
Pollution caused by Cars (Proconve).

BNDES' financial support to Ford is part of the new Automotive
Engineering Support Program, disclosed in May, under the federal
government's Production Development Policy.  BNDES' Program,
with BRL1 billion budget, to be accomplished up to
December 2008, will finance engineering expenses incurred in
Brazil.  The main financeable items are: hours worked by
engineers on a given technology development project, funds for
basic design, development of prototypes and new products,
detailing of parts and components, acquisition of precision
materials, and building of a development center.

Associated to specific automotive engineering projects, the
financing arrangements provided under this program does not need
to be associated to a new manufacturing investment.

Ford Group's holding firm, Ford Motor Company, is a public
company headquartered in Michigan, United States.  Ford was
setup in Brazil in 1919, and was the first car maker in Brazil.
The company currently has three plants (Taubate, Sao Bernardo do
Campo, both in Sao Paulo, and Camacari) and a testing facility
in Tatui.

                           About BNDES

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

                         About Ford

Ford Motor Company (NYSE: F) -– http://www.ford.com/-- a global
automotive industry leader based in Dearborn, Mich.,
manufactures or distributes automobiles in 200 markets across
six continents.  With about 244,000 employees and about 90
plants worldwide, the company's core and affiliated automotive
brands include Ford, Lincoln, Mercury, Volvo and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 24, 2008, Standard & Poor's Ratings Services on Friday said
it is placing its corporate credit ratings on the three U.S.
automakers, General Motors Corp., Ford Motor Co., and Chrysler
LLC, on CreditWatch with negative implications, citing the need
to evaluate the  financial damage being inflicted by
deteriorating U.S. industry conditions -- largely as a result of
high gasoline prices.

At the same time, TCR-LA reported that Moody's Investors Service
affirmed the B3 Corporate Family Rating and Probability of
Default Rating of Ford Motor Company, but changed the rating
outlook to negative from stable.  The company's Speculative
Grade Liquidity rating remains SGL-1.  The rating outlook for
Ford Credit has also been changed to negative from stable,
reflecting parent level concerns and deteriorating asset
quality.  The negative outlook for Ford reflects the
increasingly challenging environment faced by its and the other
domestic auto manufacturers as the outlook for US vehicle demand
falls, and as high fuel costs drive US consumers away from light
trucks and SUVs and toward more fuel efficient vehicles.


GERDAU AMERISTEEL: To Hold Second Quarter 2008 Conference Call
--------------------------------------------------------------
Gerdau Ameristeel Corporation will host a conference call to
discuss its 2008 second quarter financial results for the
three-month period ending June 30, 2008.  The company invites
all interested parties to participate.

Date:             Aug. 6, 2008

Time:             3:00 p.m., Eastern Time. Please call in 15
                   mins. prior to start time to secure a line.

Tel. Numbers:    (416) 644-3423 or 1-800-595-8550

Reference Number: 21278270 followed by the number sign

Live Webcast:     http://www.gerdauameristeel.com. Please
                   connect to this Web site at least 15 minutes
                   prior to the conference call to ensure
                   adequate time for any software download that
                   may be needed to hear the webcast.

Taped Replay:     (416) 640-1917 or 1-877-289-8525.  Available
                   until Aug. 13, 2008 at midnight.

Gerdau Ameristeel President and Chief Executive Officer, Mario
Longhi and Vice President and Chief Finance Officer, Barbara
Smith, will co-chair the call.

A question-and-answer session will follow, at which time the
operator will direct participants as to the correct procedure
for submitting questions.

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its
vertically integrated network of 17 mini-mills, 17 scrap
recycling facilities and 52 downstream operations, Gerdau
Ameristeel serves customers throughout North America.  The
company's products are sold to steel service centers, steel
fabricators, or directly to original equipment manufactures for
use in a variety of industries, including construction, cellular
and electrical transmission, automotive, mining and equipment
manufacturing.  Gerdau Ameristeel is a unit of Brazilian firm
Gerdau SA.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Moody's Investors Service affirmed the ratings of Gerdau
Ameristeel Corporation including its 'Ba1' Corporate Family
Rating and Probability of Default Rating, as well as the US$405
million Senior Unsecured Regular Bond issued.  Moody's outlook
for all ratings is stable.  Moody's also affirmed Gerdau
Brazil's (fictitious entity representing the Brazilian
operations of Gerdau S.A. Comprising Gerdau Acominas S.A.,
Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., and Gerdau
Comercial de Acos SA) Ba1 Global Local Currency Corporate Family
Rating.

As reported in the Troubled Company Reporter-Latin America on
July 4, 2008, Standard & Poor's Ratings Services revised its
outlook on Gerdau Ameristeel Corp. to stable from negative.  All
ratings are affirmed, including the 'BB+' corporate credit
rating.


RUTTER INC: Defaults on Revised EBITDA Covenant, Gets No Waiver
---------------------------------------------------------------
Rutter Inc. stated in a regulatory filing for the quarter ended
May 31, 2008, that it is in breach of the revised EBITDA
covenant   and has not received waiver of the covenants.

On March 20, 2008, Rutter Inc. reached an agreement with its
senior lender to amend the terms of Rutter's long term
debentures. Rutter has a debenture in the principal amount of
US$15 million at 12% interest maturing in December 2008, and a
debenture in the principal amount of US$25 million at interest
rates varying up to 16% which matures December 2012.

To reach profitability, the company related that it must address
its debt levels and borrowing costs.  It also stated that the
company must reach a level of EBITDA that will enable the
company to meet its original financial covenants with its
lenders.  The  EBITDA in the continuing operations will assist
ongoing efforts to address the long term debt structure.

The company also stated that several adverse conditions exist
which raise doubt on the ability of the company to continue as a
going concern.  The company has significant continuing operating
losses, high borrowing costs, a working capital deficiency, an
accumulated deficit of C$34,871,000, and a scheduled debt
repayment of C$20,000,000 payable at Nov. 30, 2008.  The company
has negotiated alternative covenants for the period Dec. 1,
2007, to Feb. 28, 2009, after which the covenants under the
original borrowing agreements will apply.

Headquartered Newfoundland, Canada, Rutter Inc. (TSX: RUT) --
http://www.rutter.ca/-- is an enterprise delivering automation
and control systems solutions, technologies and manufacturing
services. It operates through two segments: Controls and
Automation, and Technologies.  Led by Rutter Hinz Inc., the
Controls and Automation segment is a vendor independent
automation and controls systems engineering enterprise with
offices in Canada, the United States and Brazil.  Rutter
Technologies Inc. is a enterprise providing voyage data
recorders, enhanced radar solutions, marine certified
interfaces, safety lights and other custom integrated
electronics systems.


SPECTRUM BRANDS: S&P Holds 'CCC+' Rating; Removes Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
Spectrum Brands Inc., including its 'CCC+' corporate credit
rating.  The ratings have been removed from CreditWatch with
positive implications, where they had been placed on May 21,
2008, following the company's announcement that it had signed a
definitive agreement to sell its global pet business for
US$915 million.

The outlook is developing.  Approximately US$2.6 billion of debt
was outstanding as of March 30, 2008.

The removal of the CreditWatch listing follows the announcement
that Spectrum Brands and Salton Inc. and Salton's wholly owned
subsidiary, Applica Pet Products LLC, have mutually agreed to
terminate the definitive agreement for the sale of Spectrum
Brands' global pet supply business.  The CreditWatch listing had
reflected S&P's expectations that Spectrum Brands' debt leverage
and liquidity would improve if the transaction had been
completed.  While the company's debt leverage remains very high
at about 8.7x and it continues to generate negative free cash
flow, Spectrum Brands has improved its liquidity through more
stable operating performance in recent quarters.

"The ratings on Spectrum Brands reflect the company's poor
operating performance in prior years, very high leverage, and
improved, yet still marginal, liquidity," said Standard & Poor's
credit analyst Patrick Jeffrey.

Spectrum Brands' expected near-term liquidity has improved
through more stable operating performance in recent quarters.
S&P believe the company will continue to pursue initiatives,
such as asset sales, to help materially improve its capital
structure in the near term.  As a result of improved cushion
under its senior secured leverage covenant and expected cash
inflows from its home and garden business in the second half of
fiscal 2008, we expect
Spectrum Brands to remain in compliance with its covenant
through the end of the fiscal year 2008.  However, on a medium-
term basis, we remain concerned about the company's liquidity in
the face of further operating challenges and a failure to reduce
leverage, as it has further step-downs in its financial
covenants in fiscal 2009.

S&P would consider a positive outlook or higher rating if the
company can reduce leverage to the low-8x area and maintain
adequate liquidity.  However, if its leverage increases
materially, resulting in significant tightening of or inability
to meet its financial covenants, S&P would consider a negative
outlook or lower rating.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes S.A. -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.



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

ARDSLEY CLO: Will Hold Final Shareholders Meeting on July 24
------------------------------------------------------------
Ardsley CLO I Ltd. will hold its final shareholders meeting on
July 24, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Ardsley's shareholders agreed on June 12, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


ARDSLEY CLO 2007-1: Final Shareholders Meeting Is on July 24
------------------------------------------------------------
Ardsley CLO 2007-1 Ltd. will hold its final shareholders meeting
on July 24, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Ardsley's shareholders agreed on June 12, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


BAYWATER GLOBAL: Sets Final Shareholders Meeting for July 24
------------------------------------------------------------
Baywater Global Quant Alpha Fund Ltd. will hold its final
shareholders meeting on July 24, 2008, at the offices of Maples
Finance Limited, Boundary Hall, Cricket Square, George Town,
Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Baywater Global's shareholders agreed on May 1, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


BAYWATER GLOBAL QUANT: Final Shareholders Meeting Is on July 24
---------------------------------------------------------------
Baywater Global Quant Alpha Master Fund Ltd. will hold its final
shareholders meeting on July 24, 2008, at the offices of Maples
Finance Limited, Boundary Hall, Cricket Square, George Town,
Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Baywater Global's shareholders agreed on May 1, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


CITIBANK CAPITAL: To Hold Final Shareholders Meeting on July 24
---------------------------------------------------------------
Citibank Capital Corp. will hold its final shareholders meeting
on July 24, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Citibank Capital's shareholders agreed on May 1, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


NO LOAN: Sets Final Shareholders Meeting for July 24
----------------------------------------------------
No Loan Supreme Funding will hold its final shareholders meeting
on July 24, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

No Loan's shareholders agreed on May 1, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


SECURITY ATLANTIC: To Hold Final Shareholders Meeting on July 24
----------------------------------------------------------------
Security Atlantic Insurance (SPC) Ltd. will hold its final
shareholders meeting on July 24, 2008, at 9:00 a.m., at the
registered office of the company.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

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

Security Atlantic's shareholders agreed on May 21, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Atlas Insurance Management (Cayman) Limited
               c/o Sagicor House, 3rd Floor
               198 North Church Street, George Town
               Grand Cayman, Cayman Islands.


TUSCANY CDO LTD: Final Shareholders Meeting Is on July 24
---------------------------------------------------------
Tuscany CDO Ltd. will hold its final shareholders meeting on
July 24, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Tuscany CDO's shareholders agreed on June 12, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Hugh Thompson and Jan Neveril
                c/o Maples Finance Limited
                P.O. Box 1093
                George Town, Grand Cayman
                Cayman Islands



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

BRIGHTPOINT INC: Reports 2008 Quarter Preliminary Fin'l Results
---------------------------------------------------------------
Brightpoint Inc. reported preliminary estimates of its financial
results for the quarter ended June 30, 2008 and updated its
previously announced debt reduction initiative.  The company
will release its full financial results for the quarter ended
June 30, 2008, on Aug. 5, 2008.

The company cautions that the its preliminary financial results
are estimates.  These estimates are unaudited and have not been
reviewed by the company's Independent Registered Public
Accounting Firm and are therefore subject to modification in the
course of completing the company's quarter-end financial review
and completion of the company's full financial results.

The company expects to announce for the second quarter of 2008:

-- Revenue of US$1.2 billion.

-- 19.9 million wireless devices handled.

-- Debt of US$243.8 million at June 30, 2008, a reduction of
    US$134.6 million from March 31, 2008.

-- Loss from continuing operations currently estimated at
    US$2.3 million.  The loss from continuing operations for the
    second quarter of 2008 is impacted by the following:

    * An estimated US$7.5 million (pre-tax) charge in Slovakia
      related to the liquidation of slow moving locally branded
      notebook PCs in advance of the roll-out of a new microchip
      platform from Intel.  The company is currently in
      discussions with our partners to evaluate the future of
      this program.  The company expects to be completely sold
      through this inventory by the end of the third quarter of
      2008.

    * An estimated US$3.0 million (pre-tax) restructuring
      charge, consisting primarily of a US$1.6 million charge in
      connection with the previously announced sale of certain
      assets in Colombia and a US$1.1 million charge to write-
      off IT projects that were abandoned after terminating
      Dangaard Telecom's implementation of SAP.  The sale of
      certain assets in Colombia resulted in approximately
      1.0 million fewer units handled in the second quarter of
      2008 compared to the first quarter of 2008.

    * US$4.7 million (pre-tax) of non-cash amortization expense
      related to acquired intangible assets.

    * US$1.8 million (pre-tax) of non-cash stock based
      compensation expense for the second quarter of 2008.

    * A US$0.9 million (pre-tax) loss from the sale of shares of
      Tessco, Inc. common stock resulting from a privately
      negotiated transaction with Tessco, Inc. to sell these
      shares.

    * A US$1.0 million (pre-tax) inventory obsolescence charge
      in Poland due to the unsuccessful negotiation of price
      protection with a mobile virtual network operator and
      related manufacturers.  The company has taken steps to
      mitigate future risks associated with this program.

    * An income tax benefit of US$5.0 million, which includes a
      US$3.0 million benefit from the release of a valuation
      allowance on deferred tax assets resulting from previous
      net operating losses in Germany.

“I am very pleased with our debt reduction of US$135 million
during the quarter.  Therefore, I am revising our debt target
for the end of 2008.  We currently anticipate debt at
Dec. 31, 2008 to be approximately US$200 million, which is a
reduction of approximately US$260 million from Dec. 31, 2007,”
said Tony Boor, Brightpoint's Chief Financial Officer.  “We
continue to aggressively evaluate our existing vendor and
operator agreements as we focus on generating positive cash
flows from operations to lower outstanding debt.  We will look
to exit or amend any programs that do not meet our goals for
returns on invested capital of approximately 15% and operating
margins in the range of 2.5% to 3%.”

At approximately 5:00 p.m. EDT, on Aug. 5, 2008, Brightpoint
will conduct a conference call to review the company's
operations and financial performance and will answer
participants' questions.  Representing Brightpoint will be
Robert J. Laikin, Chairman and Chief Executive Officer, J. Mark
Howell, President of Brightpoint Americas, Michael Koehn
Milland, President of Brightpoint EMEA and Anthony W. Boor,
Executive Vice President, Chief Financial Officer and Treasurer.
For those who prefer to join the conference call via telephone,
use the following information and dial in several minutes prior
to the start of the call:

   U.S. toll-free dial-in number: 888-220-8746

   International dial-in number: 913-312-0387

         Reiteration of European Operations Realignment

On June 30, 2008, the company reported that as part of the
natural progression of the Dangaard integration process, it was
realigning its European operations in an effort to streamline
its business processes and optimize its business model.  The
company believes that these efforts, and the resultant cost
reductions and operational efficiencies, will help produce
additional synergies for the company.  The company believes that
this realignment will result in the elimination of approximately
50 to 75 positions at Brightpoint's current European division
headquarters in Denmark by the end of 2008.  These eliminated
positions will consist primarily of staff and administrative
positions within the information technology, human resources,
legal, finance and commercial/sales and marketing areas.  The
European business will be supported by Brightpoint's existing
management and corporate staff.

In addition to the foregoing changes currently in process within
its European division headquarters, Brightpoint will implement a
plan to eliminate 225 to 250 positions from its European
division's operating entities by the end of 2008.

The foregoing headcount reductions will be coupled with other
significant cost reduction initiatives in Brightpoint's European
operating entities.  The company expects the combined
initiatives, when implemented, to result in approximately US$25
million to US$30 million in annualized spending reductions.

The company expects to incur material charges for severance,
lease termination and other restructuring costs as a result of
the foregoing reorganization initiatives.  The company
anticipates having these charges and restructuring costs
quantified on or before July 31, 2008.  The company currently
expects that the majority of the charges and restructuring costs
will impact purchase accounting relating to the Dangaard
transaction and will not materially affect current period
earnings.

The company is implementing other cost reduction initiatives in
its Americas and Asia Pacific divisions as well as within its
corporate and global information technology organizations.  The
company has simultaneously begun the evaluation and design
phases of a European shared service facility and warehouse
consolidation and automation projects.  The company expects that
these global opportunities will contribute significant
additional cost synergies as they are implemented over the
next 6 to 24 months.

                        About Brightpoint

Headquartered in Plainfield, Indiana, Brightpoint, Inc. --
http://www.brightpoint.com/-- distributes wireless devices and
accessories, as well as provision of customized logistic
services to the wireless industry.  The company primarily
operates in Australia, Colombia, Finland, Germany, India, New
Zealand, Norway, the Philippines, the Slovak Republic, Sweden,
United Arab Emirates and the United States.  The company's
customers include mobile operators, mobile virtual network
operators, resellers, retailers and wireless equipment
manufacturers.  Brightpoint was incorporated in 1989 under the
name Wholesale Cellular USA, Inc. and changed its name to
Brightpoint Inc. in 1995.

                         *     *     *

On April 12, 2006, Standard & Poor's placed Brightpoint's long-
term local and foreign issuer credit ratings at BB- with a
stable outlook.


BRIGHTPOINT INC: Subsidiary Signs Agreement With Nokia Inc.
-----------------------------------------------------------
Brightpoint Inc.'s subsidiary Brightpoint North America L.P. has
entered into an agreement with Nokia Inc. in which Brightpoint
will operate Nokia's U.S. e-commerce web site accessible through
http://shop.nokiausa.com/

Pursuant to the agreement, Brightpoint will provide end user
fulfillment of wireless devices, accessories, and wireless
activations with service plans from various U.S. carriers.
Brightpoint will establish links from the Nokia web site to its
systems in order to provide content management services allowing
Brightpoint to sell, deliver, and provide other logistics
services for Nokia products and related wireless services.


Brightpoint will use Synchronoss's ConvergenceNow(r) software
platform as part of this solution to provide online activation
of handsets for U.S. carriers.  The Nokia USA site will be one
of the first clients to utilize this Synchronoss (Nasdaq:SNCR)
solution that Brightpoint previously announced on June 20, 2008.

“We are happy to provide e-commerce services to expand our long-
time relationship with Nokia,” stated J. Mark Howell, President
of Brightpoint Americas.  “We look forward to these new
opportunities as companies look to expand their online
capabilities to deliver more handsets and content directly to
consumers.”

Headquartered in Plainfield, Indiana, Brightpoint, Inc. --
http://www.brightpoint.com/-- distributes wireless devices and
accessories, as well as provision of customized logistic
services to the wireless industry.  The company primarily
operates in Australia, Colombia, Finland, Germany, India, New
Zealand, Norway, the Philippines, the Slovak Republic, Sweden,
United Arab Emirates and the United States.  The company's
customers include mobile operators, mobile virtual network
operators, resellers, retailers and wireless equipment
manufacturers.  Brightpoint was incorporated in 1989 under the
name Wholesale Cellular USA, Inc. and changed its name to
Brightpoint Inc. in 1995.

                         *     *     *

On April 12, 2006, Standard & Poor's placed Brightpoint's long-
term local and foreign issuer credit ratings at BB- with a
stable outlook.


ECOPETROL SA: Wins Rights to Explore Three Oil Blocks
-----------------------------------------------------
Ecopetrol S.A. has earned the rights to explore in two blocks
with its 50-50 partner Royal Dutch Shell PLC (RDSA) and bagged
another block in association with Talisman Energy Inc., Dow
Jones reports, citing Colombian oil licensing agency ANH.

The ANH has selected a group of companies to bid for eight areas
in southern Colombia.  The agency has granted rights to seek oil
in that areas expected to contain heavy crude oil, Dow Jones
says.

Dow Jones relates that qualified companies proposed to invest
more than a minimum set by the ANH and pay a higher percentage
of revenue in addition to royalties.

According to the ANH, the winning firms will invest more than
US$500 million combined although the minimum it had set for the
investment requirements in the project was not disclosed, Dow
Jones notes.

Ecopetrol and Royal Dutch, Dow Jones states, has pledged for a
US$63.6 million investment in the first block and
US$79.4 million in the second.  In addition, Ecopetrol and
Talisman will invest US$39.1 million more than the ANH minimum.

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

                           *     *     *

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



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

BANCO INTERCONTINENTAL: Luis Renta to Take Fraud Case Abroad
------------------------------------------------------------
Dominican Today reports that Banco Intercontinental financier
Luis Alvarez Renta will challenge the Dominican Supreme Court's
ruling on the bank's fraud case to Costa Rica.

As reported in the Troubled Company Reporter-Latin America on
July 17, 2008, the Supreme Court agreed with the National
District Court of Appeals' decision of upholding the 10-year
prison sentence it imposed against Marcos Baez Cocco and Luis
Alvarez Renta.  The prosecution had appealed the sentences
against the Banco Intercontinental officials and also appealed
Vivian Lubrano del Castillo's acquittal, seeking six years in
prison.

Dominican Today relates that Mr. Renta said he hired lawyers
from the U.S. and Costa Rica to take his case before the
Intermerican Human Rights Court in San Jose, Costa Rica.  He
claimed that pressures and influences prevailed in the latest
court ruling.

According to Dominican today, convicted Banco Intercontinental
officials Ramon Baez Figueroa and Marcos Baez Cocco were sent to
Najayo prison by Judge Saulo Ysabel Diaz last Wednesday.
Meanwhile, Mr. Renta didn't appear before Jude Diaz last
Thursday to turn himself in.  Messrs. Figueroa and Cocco's
release date is set on Dec. 9, 2017.

Ms. Lubrano del Castillo is still in the Abel Gonzalez Advanced
Medicine Center for unspecified reasons, DR1 Newsletter reports.
El Caribe notes that Ms. Lubrano de Castillo's legal
representatives will submit documents to the court proving that
their client is in a critical state of health.

Located in the Dominican Republic, Banco Intercontinental,
a.k.a. Baninter, collapsed in 2003 as a result of a massive
fraud and a resulting deficit of US$2.2 billion.  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.  The resulting
deficit was equal to 12% to 15% of the country's national GDP.
It costs Dominican taxpayers DOP55 billion and resulted to the
country's worst economic crisis.


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

AIR JAMAICA: Loses US$84.5 Million in First Five Months of 2008
---------------------------------------------------------------
Radio Jamaica reports that Jamaican Finance Minister Audley Shaw
told the Parliament that Air Jamaica posted an US$84.5 million
loss in the first five months of this year.

About J$9.6 million of the total losses was from the lease of
two A340 planes, Radio Jamaica says, citing Minister Shaw.

The first quarter loss was “covered by proceeds from a Bear
Stearns bond and US$20 million from PetroCaribe,” Radio Jamaica
relates, citing Minister Shaw.  “Some of the money from the bond
and tax credits from suppliers were used to cover Air Jamaica's
losses” between January and May 2008.

According to Radio Jamaica, Air Jamaica lost J$29 million during
the October to December quarter in 2007.  It lost J$55 million
over the following five months.

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

                          *    *     *

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

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


CASH PLUS: Court Extends Carlos Hill's Bail
-------------------------------------------
Radio Jamaica reports that the Half Way Tree Criminal Court of
Jamaica has further extended the bail of Cash Plus Ltd.
President Carlos Hill.

As reported in the Troubled Company Reporter-Latin America on
May 16, 2008, the court previously extended the J$15 million
bail of Mr. Hill who, along with his brother Bertram and Cash
Plus' Chief Financial Officer Peter Wilson, appeared before the
court on fraud charges.

Radio Jamaica notes that The Hill brothers and Mr. Wilson were
arrested after investigations were made on Cash Plus' collapse.
They were held at the Horizon Remand Center before their
attorneys applied for their release.  Mr. Hill's brother and Mr.
Wilson were also granted bail, which was also extended.  The
three defendants will return to court on July 30, 2008.

Cash Plus Limited is an investment club in Jamaica.  It
collapsed in 2007 after the Financial Services Commission moved
to regulate its operations.  The company is a financial arm of
the Cash Plus Group of Companies, a business conglomerate
established in 2002 by mortgage banker Carlos Hill.  The company
offers its participants the opportunity to participate in the
group's ventures which include mergers and numerous
acquisitions.

In April this year, the Supreme Court of Jamaica placed Cash
Plus into receivership.  Cash Plus admitted that it wouldn't be
able to pay its lenders until April 14. The firm has 40,000
lenders with loans totaling J$4 billion.  Cash Plus was unable
to repay its investors.  The Financial Services Commission said
it was informed by the attorney acting on behalf of Cash Plus
that the investment club lacked the funds to start the repayment
of the principal and interest owing to its investors.
PricewaterhouseCoopers' accountant Kevin Bandoian was appointed
as joint receiver-manager for Cash Plus.


CASH PLUS: Clients to Wait 3 Weeks to Hear Report on Investments
----------------------------------------------------------------
Radio Jamaica reports that investors at Cash Plus Ltd. will know
in three weeks if they will be able to get their money back from
the company.

The Supreme Court of Jamaica has ordered the receiver-manager to
file a final report on Cash Plus Group by Aug. 8, 2008, Radio
Jamaica says.  According to investforlife, the report will
outline the assets and liabilities of the company, including the
amounts the clients will recover in the process.

According to Radio Jamaica, the receiver-manager, citing
investigations, had reported that funding for the Cash Plus
Group and related entities including Cash Plus Development came
primarily from investors' funds placed in Cash Plus Limited.

Cash Plus Limited is an investment club in Jamaica.  It
collapsed in 2007 after the Financial Services Commission moved
to regulate its operations.  The company is a financial arm of
the Cash Plus Group of Companies, a business conglomerate
established in 2002 by mortgage banker Carlos Hill.  The company
offers its participants the opportunity to participate in the
group's ventures which include mergers and numerous
acquisitions.

In April this year, the Supreme Court of Jamaica placed Cash
Plus into receivership.  Cash Plus admitted that it wouldn't be
able to pay its lenders until April 14. The firm has 40,000
lenders with loans totaling J$4 billion.  Cash Plus was unable
to repay its investors.  The Financial Services Commission said
it was informed by the attorney acting on behalf of Cash Plus
that the investment club lacked the funds to start the repayment
of the principal and interest owing to its investors.
PricewaterhouseCoopers' accountant Kevin Bandoian was appointed
as joint receiver-manager for Cash Plus.


NATIONAL COMMERCIAL: Denies Report on US$200 Mil. Wire Transfer
---------------------------------------------------------------
National Commercial Bank Jamaica Limited denied that it has
reported to the authorities regarding a US$200 million wire
transfer from Olint Corporation Limited, Radio Jamaica relates.

According to The Gleaner, a notable Jamaican bank had disclosed
the said activity to the authorities with a follow-up
investigation.

The bank said in a statement that it is unaware of any attempt
to send a wire transfer but is aware of several rumors regarding
Olint's accounts, Radio Jamaica says.

Due to a court injunction, the bank explained, it is obliged to
keep accepting deposits and withdrawals in the normal manner,
Radio Jamaica adds.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 3, 2008, Fitch Ratings affirmed National Commercial
Bank Jamaica Limited's ratings on long-term foreign and local
currency Issuer Default Ratings at 'B+'; short-term foreign and
local currency IDRs at 'B'; Individual at 'D'; Support at 4; and
Support Floor at 'B'.

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Standard & Poor's Rating Services affirmed its
'B/B' counterparty credit and CD ratings on National Commercial
Bank Jamaica Ltd.  S&P said the outlook is stable.



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

BHM TECHNOLOGIES: Wants to Tap Gaiatech as Environ. Consultant
--------------------------------------------------------------
BHM Technologies Holdings, Inc. and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to employ GaiaTech, Inc. as
environmental consultant in their Chapter 11 cases, pursuant to
Section 327(a) of Chapter 11 of the Bankruptcy Code.

Donald Dees, president and chief executive officer of BHM
Technologies Holdings, Inc., says that GaiaTech is being
retained to conduct Phase I Environmental Site Assessments of
certain property at the following locations: Morton, Illinois;
Moberly, Missouri; Dyersburg, Tennessee; Greenville,
Mississippi; Sumter, South Carolina; Waverly, Ohio; Edgerton,
Ohio; Ionia, Michigan (314 and 401 S. Steele St.), using the
ASTM 1527-05 Standard requirements.

The Debtors are familiar with the professional standing and
reputation of GaiaTech.  The Debtors understand that GaiaTech
has been a recognized international environmental due negligence
advisor to financial and strategic buyers and sellers, lenders,
and attorneys since 1993.  GaiaTech conducts Phase I
Environmental Site Assessments using customary and industry
practices, including "All Appropriate Inquiry" and the ASTM
1527-05 Standards.  The Debtors believe that GaiaTech is well
qualified to act as their appraiser in these cases.

Mr. Dees adds that GaiaTech will:

   a. conduct interviews with the property owner, key site
      manager and user, BHM Technologies Holdings, Inc.,
      regarding the availability of pertinent environmental
      documentation and knowledge of environmental-related
      regulatory agency proceedings or litigation;

   b. conduct site inspections, interview site representatives,
      review available historical information, conduct agency
      interviews or file reviews as appropriate, and review
      environmental database search reports;

   c. review public health records and records of institutional
      and engineering controls associated with the Property, as
      available through state listings provided by Environmental
      Data Resources, Inc., recorded on the current deeds, or
      readily available in land title records.  GaiaTech will
      review materials provided by the User and EDR and conduct
      a review of courthouse records where reasonably available;

   d. environmental lien records;

   e. appraise Property owned by the Debtors' foreign affiliates
      in Mexico at the Hermosillo and Saltillo locations;

   f. Provide a written report for each Property, as required by
      ASTM E1527-05; and

   g. upon the Debtors' written request, perform an evaluation
      of the Debtors' compliance with environmental regulations
      regarding:

      (i) chemical use and management, including chemical
          reporting, underground and above ground storage tanks,
          spill prevention and control, and hazard
          communication, including health and safety practices
          as they relate to chemical use and storage;

     (ii) waste generation, including hazardous waste, non-
          hazardous and other industrial waste;

    (iii) wastewater and storm water discharges;

     (iv) air emissions; and

      (v) facility and equipment hazardous materials including
          PCBs and ACM.

Mr. Dees adds that GaiaTech's services are necessary to ensure
that the Debtors have an accurate picture of their compliance
with environmental regulations and their potential environmental
liabilities associated with the Property for consideration by
prospective exit financing lenders in the context of the credit
decision making process and which is critical to the Debtors'
ability to obtain the most beneficial exit financing available.

GaiaTech will be compensated on these terms:

   a. The project will be completed for a base price of US$3,800
      per location, for a total base project price of US$30,400,
      plus reasonable expenses in accordance with GaiaTech
      Standard Terms and Conditions;

   b. Should GaiaTech be requested to obtain a third-party lien
      search, additional fees of approximately US$100 per parcel
      of property will apply;

   c. GaiaTech will document expenses chargeable to the project,
      including reasonable travel and living expenses, shipping
      costs, reproduction and photographic costs, agency fees,
      map costs, equipment rental costs, telephone charges,
      expendable materials and supplies purchased specifically
      for the project, any state or local taxes or fees, and any
      professional, analytical or technical subcontractor and
      advisor fees that may be incurred in connection with the
      project.  An additional charge of 5% of GaiaTech personnel
      expense charges will be included to cover miscellaneous,
      non-itemized project related expenses;

   d. GaiaTech will be paid US$15,200 upon commencement of the
      project.  The balance due to GaiaTech, including payment
      of expenses, shall be paid upon completion of its
      appraisal work and prior to the release by GaiaTech of the
      appraisal reports to the Debtors; and

   e. To the extent that GaiaTech is required to provide
      testimony regarding its environmental consulting services,
      the Debtors have agreed to compensate GaiaTech on a time
      and material basis in accordance with GaiaTech's standard
      billing rates for such matters.

To the best of the Debtors' knowledge:

   (i) GaiaTech does not have any connection with any of the
       Debtors, their creditors or any other party-in-interest,
       or their respective attorneys and professionals;

  (ii) is a "disinterested person" as that term is defined in
       Section 101(14) of the Bankruptcy Code; and

(iii) does not hold or represent any interest adverse to the
       Debtors or their estates.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Court Approves Alixpartners as Advisors
---------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan authorized BHM Technologies Holdings, Inc. and its
debtor-subsidiaries to employ AlixPartners LLP as their
financial advisors.

AlixPartners LLP negotiated with the United States Trustee to
resolve the U.S. Trustee's objection to AlixPartners' retention
in this cases.  The U.S. Trustee's objection involved a request
for additional disclosures.

The firm believed that after providing the disclosures, the U.S.
Trustee would concur that it was "disinterested" in the Debtors'
cases and and its retention was in the best interest of the
Debtors' estates.

The firm also noted that its billing rates were the market rates
charged in the industry and in the community for work performed
on behalf of the clients, regardless of whether they were in
bankruptcy.

Edward J. Stenger, managing director of AlixPartners, in a
supplemental disclosure submitted at the behest of the U.S.
Trustee, named the three parties-in-interest previously
identified as "confidential clients":

   (i) Magna International, a customer of the Debtors;

  (ii) International Truck and Engine, a customer of the
       Debtors; and

(iii) S.A.C. Capital, a lender of the Debtors.

Mr. Stenger related that his firm provided services to the
Magna, et al., in matters unrelated to the Debtors.

Habbo Fokkena, United States Trustee for the Michigan & Ohio
Region 9, objected, pursuant to Section 307 of the Bankruptcy
Code and Section 586(a)(3) of the Judiciary and Judicial
Procedure, to the Debtors' application to hire AlixPartners LLP
as financial advisors for these reasons:

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

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

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

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

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

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

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Employ Gordon Brothers as Appraisers
---------------------------------------------------------------
BHM Technologies Holdings, Inc. and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to employ Gordon Brothers Asset
Advisors, LLC, as appraisers in their Chapter 11 cases.

Gordon Brothers will provide the Debtors with an appraisal of
the net orderly liquidation value of their inventory, machinery
and equipment -- the Assets, at the following locations: Morton,
Illinois; Moberly, Missouri; Dyersburg, Tennessee; Greenville,
Mississippi; Sumter, South Carolina; Waverly, Ohio; Edgerton,
Ohio; and Ionia, Michigan (314 Steele St.)

The Debtors are in the process of locating one or more
prospective lenders that may be interested in providing an exit
facility upon their emergence from bankruptcy and as
contemplated by their Joint Plan of Reorganization  The Debtors
need to provide prospective lenders with, inter alia, appraisals
of their tangible assets as part of their due diligence and
lending criteria.

Gordon Brothers, according to Don Dees, president of BHM
Technologies Holdings, Inc., is an approved appraiser for major
asset-based lenders worlwide and the firm appraises and
liquidates billions of dollars of assets annually.  Gordon
Brothers has agreed to:

   a. review asset history and financial information provided by
      the Debtors;

   b. conduct field visits and visits to the Debtors'
      facilities;

   c. evaluate third-party research relating to the Assets;

   d. interview management; and

   e. appraise all assets owned by the Debtors at Morton,
      Illinois; Moberly, Missouri; Dyersburg, Tennessee;
      Greenville, Mississippi; Sumter, South Carolina; Waverly,
      Ohio; Edgerton, Ohio; and Ionia, Michigan.

At the Debtors' option, the firm will appraise all inventory,
machinery owned by the Debtors' foreign affiliates located in
Mexico at the Hermosillo and Saltillo locations.

The Debtors will compensate the firm at these terms:

   a. The total fee that will be paid to GBAA, assuming that an
      appraisal of the Mexico Assets is not necessary, will be
      US$67,000, plus out-of-pocket expenses;

   b. Of the Total Fee, US$33,500 will be paid to GBAA upon
      Court approval of GBAA's retention and employment;

   c. An expense retainer of $10,000 will also be paid to GBAA
      upon Court approval of GBAA's retention and employment.
      Any portion of the expense retainer that is not used by
      GBAA will be promptly returned to the Debtors upon
      completion of GBAA's work;

   d. The balance of the Total Fee, US$33,500, will be paid to
      GBAA upon completion of its appraisal work and prior to
      the release by GBAA of the appraisal report to the
      Debtors;

   e. To the extent that an appraisal of the Mexico Assets
      becomes necessary, GBAA will provide an appraisal thereof
      for the additional sum of US$11,000;

   f. To the extent that GBAA is required to provide testimony
      regarding its appraisal service, the Debtors have agreed
      to compensate GBAA at a rate of US$3,500 per day for
      preparation and testimony, plus out-of-pocket expenses;
      and

   g. The Debtors have agreed that, if GBAA is found to have
      breached any of the terms of its engagement, GBAA's
      maximum liability will be limited to the total fees
      actually received by GBAA for this engagement.

Given the transactional nature of GBAA's engagement and the time
frame within which GBAA will be completing its services, GBAA
will not be billing the Debtors by the hour.

To the best of the Debtors' knowledge:

   (i) GBAA does not have any connection with any of the
       Debtors, their creditors or any other party-in-interest,
       or their respective attorneys and professionals;

  (ii) is a "disinterested person" as that term is defined in
       Section 101(14) of the Bankruptcy Code; and

(iii) does not hold or represent any interest adverse to the
       Debtors or their estates, except as set forth in the
       Scotti Declaration in support if this Application.  The
       Scotti Declaration is attached hereto as Exhibit B.

Prior to filing this Application, the Debtors consulted with
Lehman Commercial Paper, Inc., an administrative agent for
certain of the Debtors' lenders under the US$270,000,000 First
Lien Credit Agreement, regarding the retention of Gordon
Brothers.  Lehman has informed the Debtors that it does not
oppose the firm's retention.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Employ Ernst & Young as Auditors
-----------------------------------------------------------
BHM Technologies Holdings, Inc. and its debtor-subsidiaries ask
authority from the United States Bankruptcy Court for the
Western District of Michigan to employ Ernst & Young, LLP as
accountants and auditors.

Ray VanderKooi, chief financial officer of the Debtors, says E&Y
LLP's professionals have assisted, advised and provided
accounting advice to debtors in numerous Chapter 11 cases of
similar size and complexity to the Debtors.

All of the services that E&Y will provide to the Debtors will be
appropriately directed by the Debtors so as to avoid duplicative
efforts among the professionals retained in these cases.

E&Y LLP intends to apply for compensation for professional
services rendered and reimbursement of expenses incurred in
connection with the Debtors' Chapter 11 cases.

E&Y LLP's fees will be based on actual time incurred at hourly
rates.  Its hourly rates are:

   Professional                         Rate
   ------------                         ----
   Partners and Principals            US$350
   Senior Manager                        275
   Manager                               295
   Senior                                195
   Staff                                 175

The firm will also seek reimbursement for reasonable and
necessary out-of-pocket expenses incurred in connection with
these Chapter 11 cases, including transportation costs,
lodging, food, copying and messenger services.

Mark Yost, Esq., a partner of Ernst & Young LLP, says that E&Y
LLP does not hold nor represent any interest materially adverse
to the Debtors in the matters for which it is proposed to be
retained.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Court Approves Kurtzman as Claims Agent
---------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan authorized BHM Technologies Holdings, Inc. and its
debtor-subsidiaries to employ Kurtzman Carson Consultants LLC,
subject to the supervision of, and at the direction of, the
Bankruptcy Clerk.

Kurtzman is appointed as agent for the Bankruptcy Clerk and
custodian of court records and will be supervised by the Clerk
and is designated as the authorized repository for all proofs of
claims filed in the Chapter 11 cases and is authorized and
directed to maintain official claims registers for each of the
Debtors.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CASA DE CAMBIO: May Use Cash Collateral Amid Wachovia's Protest
---------------------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois in Chicago gave Casa de Cambio
Majapara S.A. de C.V., aka Majapara Casa de Cambio, final
approval to use lenders' cash collateral.  Judge Black trashed
Wachovia Bank NA's objection to the Debtor's cash collateral
motion.

Wachovia had asserted claim in Harris Funds, which consists of
cash proceeds from bill payment orders, checks and other
transactions cleared through Harris Bank NA, The Deal's Terry
Brennan writes.

In its motion, Casa de Cambio told the Court that using the
Harris Funds "is the only way to preserve the value of its
assets," The Deal notes.  If disallowed to use the Harris Funds,
the Debtor had said that it can not defend the estate from
"Wachovia's aggressive [tactics]."  The Debtor had asserted that
Wachovia is taking steps to harm creditors, The Deal adds.

Casa maintains that Wachovia doesn't have an interest in the
Harris Funds, The Deal says.

Judge Black directed Wachovia to demand reimbursement of any
money drawn from the Harris Funds, The Deal reports.  Judge
Black also ordered Wachovia to return to Court if parties can't
reach a settlement or if Wachovia has determined a secured claim
against the Harris Funds atop its unsecured claims, The Deal
says.  The Debtor's named Wachovia as its largest unsecured
creditor with a disputed claim of US$24,197,000.

                 Wachovia Relationship Turns Sour

According to The Deal, Casa de Cambio filed for bankruptcy after
Wachovia terminated its relationship with the Debtor as its U.S.
clearing agent and suffered liquidity crisis.

The Deal reports that Harris Bank's clearing functions were
ended on Feb. 7, 2007, and the Debtor moved its clearing
business to Wachovia.  Wachovia had intended to bar the Debtor
from using the Harris Funds saying that it's part of the cash
collateral, The Deal relates.  Wachovia serviced the Debtor
until Dec. 5, 2007, barely 10 months after the Debtor moved its
clearing business to Wachovia from Harris Bank.

A week later, Wachovia filed a case against the Debtor with the
U.S. District Court for the Southern District of New York in
Manhattan and Cook County Circuit Court in Chicago state court,
The Deal relates, citing court documents.  Wachovia, The Deal
notes, had seized about US$1.68 million on the Harris Funds and
was allowed a claim against Casa's New York property.

Reed Smith LLP represents Wachovia.

                  Zions Breach Case and DOJ Probe

The Debtor's bankruptcy case stayed Zions First Natinal Bank's
breach-of-contract suit filed against the Debtor on Feb. 13,
2008, with the U.S. District Court for the Northern District of
Illinois, The Deal notes.

The Deal notes that in 2008, the U.S. Justice Department
initiated a probe on Casa de Cambio and Wachovia regarding
issues of money laundering through Mexican and Columbian
transfers reportedly used to fund drug dealers.

                      About Casa de Cambio

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de
C.V., a.k.a. Majapara Casa de Cambio --
http://www.majapara.com.mx-- is engaged in financial
transactions processing, reserve, and clearing house activities.
The company filed for Chapter 11 protection on March 5, 2008
(Bankr. N.D. Illinois Case No. 08-05230).  Casa also filed for
bankruptcy in Mexico under the Ley de Concursos Mercantiles (Law
of Commercial Insolvency).

Brian L. Shaw, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, and Andrew L. Wool, Esq., at Katten Muchin Rosenman
LLP represent the Debtor.  Luis V. Echeverria serves as
consultant and foreign representative in the Debtor's insolvency
and bankruptcy proceedings in the United States and in Mexico.
When the Debtor filed for protection from its creditors, it
listed assets of between US$10 million to US$50 million and
debts of between US$10 million to US$50 million.


CASA DE CAMBIO: Disclosure Statement Hearing Set for Sept. 10
-------------------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois in Chicago gave Casa de Cambio
Majapara S.A. de C.V., aka Majapara Casa de Cambio until
Sept. 5, 2008, to file a disclosure statement describing its
bankruptcy plan.  Judge Black set a disclosure statement hearing
for Sept. 10, 2008, at 10:30 a.m.

At the September 10 hearing, Judge Black will also hear Wachovia
Bank NA's objection to the Debtor's fee application for its
litigation counsel, Sperling & Slater PC.

Reed Smith LLP represents Wachovia.

The Deal notes that in 2008, the U.S. Justice Department
initiated a probe on Casa de Cambio and Wachovia regarding
issues of money laundering through Mexican and Columbian
transfers reportedly used to fund drug dealers.

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de
C.V., a.k.a. Majapara Casa de Cambio --
http://www.majapara.com.mx-- is engaged in financial
transactions processing, reserve, and clearing house activities.
The company filed for Chapter 11 protection on March 5, 2008
(Bankr. N.D. Illinois Case No. 08-05230).  Casa also filed for
bankruptcy in Mexico under the Ley de Concursos Mercantiles (Law
of Commercial Insolvency).

Brian L. Shaw, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, and Andrew L. Wool, Esq., at Katten Muchin Rosenman
LLP represent the Debtor.  Luis V. Echeverria serves as
consultant and foreign representative in the Debtor's insolvency
and bankruptcy proceedings in the United States and in Mexico.
When the Debtor filed for protection from its creditors, it
listed assets of between US$10 million to US$50 million and
debts of between US$10 million to US$50 million.


QUAKER FABRIC: Files Amended Disclosure Statement & Ch. 11 Plan
---------------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates, and the
Official Committee of Unsecured Creditors delivered to the
United States Bankruptcy Court for the District of Delaware a
second amended joint Chapter 11 plan of liquidation and an
amended disclosure statement explaining that amended plan on
July 15, 2008.

The amended Plan contemplates the liquidation of assets of the
Debtors for the benefit of their creditors and the appointment
of a liquidating agent.

The Debtors remind the Court that they have sold some or all
assets to certain purchasers including:

   -- Gordon Brother Group LLC acquired substantially all of the
      Debtors' assets for US$27 million;

   -- Atlantis Charter School bought 66 acres of undeveloped
      land (Bleachery Pond Property)located in Fall River,
      Massachusetts for US$2.6 million; and

   -- E & E Co. Ltd. got the Tupelo Lee Industrial Park in
      Verona, Mississippi for at US$175,000.

The proceeds of the sale were used to pay indebtedness owed to
lenders headed by Bank of America N.A. under a revolving credit
agreement entered into by the Debtors and bank in 2006.

                       Liquidation of Assets

The Debtors estimate they will have at least US$400,000 in cash
and a book value of US$4.3 million in uncollected accounts
receivable by the plan's effective date.

A liquidating agent will reduce non-cash assets of the Debtors
to cash to make distributions and consummate the plan.  The
liquidating trustee is expected to sell, assign, transfer and,
to the possible extent, dispose of the Debtors' respective
assets at public auction after the plan's effective date.

RAS Management Advisors LLC will serve as liquidating agent for
the Debtors.

                 Equity of Non-Debtor Subsidiaries

The Debtors conducted certain foreign operations through their
non-debtor subsidiaries comprised of (i) Quaker Fabric Mexico
S.A. de C.V., (ii) Quaker Textil do Brasil Ltda., and Quaker
Textile Corporation.  As of the Debtors' bankruptcy filing, the
operations and affairs of each of the non-debtor subsidiaries
have been liquidated.  The Debtors have received at least
US$1.1 million as dividend from one of their non-debtor
subsidiaries.

                       Initial Distribution

On the plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

The amended plan classifies interests against and liens in the
Debtors in five classes.  The classification of interests and
claims are:

                 Treatment of Claims and Interests

              Types of                     Estimated   Estimated
Class         Claims          Treatment    Amount      Recovery
-----         --------        ---------    ----------  ---------
unclassified  administrative             US$1,600,000    100%
               claims

unclassified  priority tax                 US$200,000    100%
               claims

   1          priority        unimpaired   US$155,386    100%
               claims

   2          secured         unimpaired         US$0     N/A
               claims

   3          WARN Act        impaired   US$6,000,000    5%-15%
               claims

   4          unsecured       impaired  US$25,000,000     16%
               claims

   5          equity          impaired  Not Estimated     0%
               interest

Holders of Class 1 allowed priority claims will receive in full
satisfaction of and exchange for their claim (i) the amount of
the allowed priority claim, without interest, in cash after the
Plan's effective date, or (ii) other treatment as may be agreed
upon in writing by the holder, the Debtors and the Committee.

After the Plan's effective date, each holder of Class 2 allowed
secured claims will also receive in full satisfaction of and in
exchange for the claims, either (i) cash equal to the amount of
the allowed secured claims, or (ii) a return of the collateral
that secures the allowed secured claims.

Holders of Class 3 WARN Act claims will receive (i) an allowed
administrative expense claim  of US$100,000, (ii) an additional
distribution of US$200,000 to be paid from  available cash, and
(iii) 33% share of all distributions to Class 3.

Holders of Class 4 allowed unsecured claims will get their pro
rata share of nay cash distribution from the estate assets to
Class 4.  Class 4 was expected to recover 10% under the earlier
version of the proponent's plans.

All equity interest of the Debtors will be canceled, and holder
will not receive any distribution under the Plan.

A full-text copy of the amended disclosure statement is
available for free at:

               http://ResearchArchives.com/t/s?2f93

A full-text copy of the second amended joint Chapter 11 plan of
liquidation is available for free at:

               http://ResearchArchives.com/t/s?2f94

                    About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and
spun products for use in the production of its fabrics, as well
as for sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr.
D. Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer
Cutler Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at
Young Conaway Stargatt & Taylor LLP are co-counsels to the
Debtors.  Epiq Bankruptcy Solutions is the Debtors' claims
agent.  The Official Committee of Unsecured Creditors has
selected Shumaker, Loop & Kendrick, LLP, as its bankruptcy
counsel and Benesch, Friedlander, Coplan & Aronoff, LLP, as co-
counsel.

The Debtors' schedules reflect total assets of US$41,375,191 and
total liabilities of US$54,435,354.



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

ROYAL CARIBBEAN: Zacks Maintains Buy Rating on Firm's Shares
------------------------------------------------------------
Zacks Investment Research has kept its “buy” rating Royal
Caribbean Cruises Ltd.

Zacks Investment expects Royal Caribbean to continue to benefit
from favorable supply and steady pricing trends, which should
lead to solid growth in revenue yields.  The higher revenue
yields should also lead to strong growth in net income as the
company brings on additional capacity.

While Zacks Investment expects higher fuel prices to remain
challenging going forward, its believes that core operating
growth will remain attractive.  Solid occupancy trends and
higher spending per passenger should allow Royal Caribbean to
further leverage fixed costs and offset some of the inflationary
pressures from higher fuel, employee-related, and food costs.

Royal Caribbean is implementing a number of energy conservation
initiatives and is enhancing the types and sourcing of fuels,
and utilizes hedging strategies to lock in fuel prices.  It is
also restructuring itineraries and has a number of other
projects under way to increase fuel efficiency.

While industry-wide demand trends remain favorable, Zacks
Investment is encouraged by the positive impact decelerating
capacity growth should have on pricing and occupancy going
forward.  Royal Caribbean is set to increase its capacity by
5.1% in 2008, and an additional 9.3%, 11.4%, and 6.4% in 2009,
2010, and 2011, respectively.

Zacks Investment finds the current valuation compelling.  The
shares of Royal Caribbean are currently trading at 7.1x Zacks
Investment's 2008 earnings estimate and at a 35% discount to its
largest rival.  Zacks Investment's six-month target price of
US$31 for Royal Caribbean is based on a P/E multiple of
approximately 11x of its 2008 earnings estimate.

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/-- is a global cruise vacation
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur Cruises, Azamara Cruises and CDF
Croisieres de France.  The company has a combined total of 35
ships in service and seven under construction.  It also offers
unique land-tour vacations in Alaska, Australia, China, Canada,
Europe, Latin America and New Zealand.  The company has
operations in Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Standard & Poor's Ratings Services lowered the
corporate credit rating on Royal Caribbean Cruises Ltd. to
'BB+' from 'BBB-'.  S&P said the rating outlook is stable.


YAZMIN ENT: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Yazmin Enterprises, Inc.
             P.O. Box 1346
             Toa Alta, PR 00953-1346

Bankruptcy Case No.: 08-04614

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Uno, Dos Y Tres Corp.                      08-04616

Chapter 11 Petition Date: July 16, 2008

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Ruben Gonzalez Marrero, Esq.
                     Email: rgm@microjuris.com
                  P.M. Box 403, Calle 39 UU-1
                  Urb Sta. Juanita
                  Bayamon, PR 00956
                  Tel: (787) 798-8600
                  http://www.microjuris.com/

Yazmin Enterprises, Inc.'s Financial Condition:

Estimated Assets: US$10,000,000 to US$50,000,000

Estimated Debts:  US$10,000,000 to US$50,000,000

A. Yazmin Enterprises, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Banco Santander                  US$7,149,515
P.O. Box 362589
San Juan, PR 00936-2589

Smart King Enterprises, Inc.     US$1,035,415
Centre 5-21 Pak Tin
Rm. 6 10th Fl. Block A Hi
Par St.
Tech Ind.
T Suen Wan NT, Hong Kong

LM Import & Export, Inc.           US$784,968
4805 N.W. 165th St.
Miami, FL 33014

Better Home Plastics Corp.         US$606,971
Paladise Park 439
Commercial Ave.
New Jersey, NJ 07650

Productos Familia de Puerto        US$439,085
Rico, Inc.
P.O. Box 362743
San Juan, PR 00936-2743

Ampoules & Vials Manufacturing     US$410,140
Attn: Luis J. Acevedo
Bengoechea
359 de Diego Ave., Ste. 601
San Juan, PR 00909-1711

Rising Toys Manufacture            US$394,157
4805 N.W. 65 St., Ste. A-2
Miami, FL 33014

Muñoz Metro Office SE              US$386,962
P.O. Box 363148
San Juan, PR 00936-3148

Ark International, Inc.            US$372,855
480 Fishtail Terr
Weston, FL 33327

AEE                                US$322,547
P.O. Box 363508
San Juan, PR 00936-3508

Yazmin Paleo                       US$249,366

Max Delivery                       US$239,263

Beatrice Home                      US$199,793

Eleven Eleven Corp.                US$184,534

Carmelo Delgado                    US$184,261

United Corp.                       US$179,663

In-Mar Trading                     US$175,809

Export Belmar SL                   US$172,006

B. Uno, Dos Y Tres Corp's 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Banco Santander Puerto Rico      US$1,250,000
Banco Santander PR                    573,887

DDR Atlantico, LLC                 US$633,664
S.E. 3300 Enterprise Pkwy.
Beachwood, Ohio 44122

Ampoules & Vials Manufacturing     US$410,140
Attn: Luis J. Acevedo
Bengoechea
359 de Diego Ave., Ste. 601
San Juan, PR 00909-1711

Yazmin Paleo Rodriguez             US$249,366

Carmelo Delgado                    US$184,261

In Mar Trading                     US$177,449

Edwin Miranda Vega                 US$100,000

AEE                                 US$94,636

DD Rio Hondo, LLC                   US$70,000

Plaza Guayama SE                    US$60,000

FW Caguas Ground                    US$51,119

CCVA, Inc.                          US$49,437

DDR Isabela LLC, SE                 US$39,983

New Port Sales, Inc.                US$37,505

Pride Product Corp.                 US$34,358

Vornado Caguas, LP                  US$33,995

H Vidal, Inc.                       US$29,700

MJS Ponce, LP                       US$28,859

PDCM Associates                     US$28,559




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

CITGO PETROLEUM: Unit May Face US$110,000 in Penalties
------------------------------------------------------
Ohsonline.com reports that the U.S. Occupational Safety & Health
Administration wants US$110,000 in penalties imposed on Citgo
Petroleum Corp.'s Citgo Asphalt Refining Co. for 25 alleged
serious safety violations uncovered at its Savannah plant.

Ohsonline.com states that the serious safety violations include:

   -- failure to take adequate precautions when working around
      combustible liquids;

   -- failure to inspect and test process equipment in
      accordance with good engineering practices;

   -- inadequate emergency response plans;

   -- inaccurate piping and instrumentation diagrams; and

   -- failure to inform contractors of known hazards.

The report says that Citgo Asphalt failed to correct
deficiencies in an equipment operating outside acceptable limits
required for continued safe operation.  OSHA's Savannah Area
Director John J. Deifer said, “OSHA has conducted more than 45
inspections at various Citgo facilities and there is no excuse
for the problems found at this refinery.”

Ohsonline.com relates that the plant has changed ownership.
However, Citgo Asphalt is still responsible for the deficiencies
identified during the safety inspection initiated in January
2008 as part of OSHA's National Emphasis Program for petroleum
refineries.

Citgo Asphalt can contest citations and proposed penalties
before the independent Occupational Safety and Health Review
Commission within 15 business days, Ohsonline.com reports.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the
state-owned oil company of Venezuela.

Petroleos de Venezuela 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.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


NORTHWEST AIRLINES: Inks Framework Pact with Delta and ALPA
-----------------------------------------------------------
Edward H. Bastian, president and chief financial officer of
Delta Air Lines, Inc., disclosed, in a regulatory filing with
the U.S. Securities and Exchange Commission dated July 2, 2008,
that on June 27, Delta entered into a transaction framework
agreement with the Delta Master Executive Council, the Northwest
Master Executive Council, and the Air Line Pilots Association,
International.

The MEC is the governing body of the Delta and Northwest units
of ALPA, the SEC filing said.

The Framework Agreement addresses, among other things, a new
joint collective bargaining agreement -- the new PWA -- that
Delta had previously announced and that, subject to ratification
by the airline pilots in the service of Delta, will become
effective upon consummation of the Delta-Northwest merger, and
will govern the terms and conditions of employment of the Merged
Company Pilots.

The Framework Agreement also provides that the Northwest MEC,
the Delta MEC and ALPA will adopt and be bound by a process
agreement relating to the determination of an integrated
seniority list for the Merged Company Pilots.  The parties to
the Process Agreement may not revise, waive any material right
under, or terminate the Process Agreement without the consent of
Delta.

Until the closing of the Merger, the Northwest and Delta pilots
will remain separate.  Moreover, the Northwest and Delta pilots
will be covered with each company's existing collective
bargaining agreements.

Subject to the terms and conditions of the Framework Agreement,
the Northwest MEC and the Delta MEC have each agreed to:

   (a) recommend that the Northwest and Delta pilots ratify the
       new PWA; and

   (b) use their efforts to cause a ratification vote by their
       corresponding pilots groups by August 26, 2008.

Pursuant to the terms of the Framework Agreement, Delta has
agreed to issue shares of its common stock equal to (i) 3.5% of
the fully-diluted shares outstanding of Delta to Delta
pilots and (ii) 2.38% of the fully-diluted shares outstanding of
Delta to Northwest pilots, effective on the closing date of the
Merger.  Delta's issuance of common stock is subject to the
ratification by each of the Northwest and Delta pilots of the
new PWA, and approval by the stockholders of Delta of an
amendment to the Delta 2007 Performance Compensation Plan to
increase the number of shares of Delta common stock issuable
under that plan.

If Delta stockholders do not approve the amendment to the Delta
2007 Performance Compensation Plan, either of the Delta MEC or
the Northwest MEC may terminate the Framework Agreement.

The Framework Agreement supersedes in all respects, a
Transaction Framework Agreement, dated as of April 14, 2008,
among Delta, the Delta MEC and ALPA, unless and until the time
that the Framework Agreement is terminated in accordance with
its terms.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.   (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Shareholders to Vote on Merger by Sept. 25
--------------------------------------------------------------
Northwest Airlines Corp. will hold its annual shareholders
meeting in New York, on Sept. 25, 2008, to vote on the proposed
merger between Northwest Airlines and Delta Air Lines Inc.,
creating America's premier global airline.

The meeting will be held at the Equitable Life Building in New
York, 787 Seventh Ave. New York, NY in the Equitable Auditorium.
The meeting time is yet to be determined.

"Looking back on the announcement of our merger with Delta, we
are more confident than ever that this was the right deal at the
right time," said Doug Steenland, president and CEO of Northwest
Airlines.  "Moving forward, the combined carrier will be in the
best position to compete globally -- validating that this was
the right transaction for our employees, customers, shareholders
and the communities we serve,"

"The merger-related synergies will improve the financial ability
of Northwest and Delta to meet the challenge presented by the
fuel crisis and better position the combined carrier for long-
term strength and profitability," Mr. Steenland continued.

                  Delta Stockholders to Vote on
                  Issuance of Stock to Northwest

Similarly, Delta Air Lines will hold a special meeting of
stockholders on Sept. 25, 2008, in Atlanta for stockholders to
vote on the issuance of Delta common stock to Northwest
stockholders in the merger of the airlines and on an amendment
to the Delta 2007 Performance Compensation Plan, a broad-based
employee compensation program.

The meeting will be held at 2 p.m. EDT at the Georgia
International Convention Center located at 2000 Convention
Center Concourse, in College Park, Georgia.

The record date for determining stockholders entitled to notice
of, and to vote at, the special meeting will be the close of
business on July 29, 2008.

Delta in April announced that it is combining with Northwest in
an all-stock transaction to create America's premier global
airline.  The new company will be called Delta and will be
headquartered in Atlanta.  Combined, the company and its
regional partners will provide customers access to more than 390
destinations in 67 countries.  Together, Delta and Northwest
will have more than US$35 billion in aggregate annual revenues,
operate a mainline fleet of nearly 800 aircraft, employ
approximately 75,000 people worldwide, and have one of the
strongest balance sheets in the industry.  The merger is subject
to the approval of Delta and Northwest stockholders and
regulatory approvals, which are expected to be completed later
this year.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants Approval on IRS Settlement Deal
---------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates sought the
approval of the U.S. Bankruptcy Court for the Southern District
of New York on a settlement agreement they entered into with the
Internal Revenue Service resolving disputes pertaining to the
Debtors' income tax and employment tax obligations.

The Parties agreed (i) to make certain adjustments to the IRS'
prepetition interest calculations, and (ii) that IRS would file
an amended claim with respect to the Debtors' Income Tax and
Employment Tax Obligations.

The Debtors asked the Court to approve the Amended Settlement
Agreement, the terms of which, include:

   (1) the allowance of IRS' Amended Claim for US$12,315,747, to
       be satisfied by distributions under the Plan, comprised
       of (i) a general unsecured claim for US$750,000, (ii) an
       unsecured priority claim for US$750,000, and (iii) an
       unsecured priority claim for US$10,815,747;

   (2) IRS' Claim Nos. 8048 to 8059 and 9273 to 9284 will be
       deemed withdrawn and expunged as having been amended and
       superseded by the Amended Claim; and

   (3) Claim Nos. 12413 and 12411 will be allowed, with
       prejudice, as an administrative claim for US$7,624.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Insists ALG's US$15MM Claim is Unenforceable
----------------------------------------------------------------
ALG DC-9 L.L.C. is only entitled to distributions under the
reorganization plan of Northwest Airlines Corp. and its debtor-
affiliates] for the portions of its claims that represent
compensation for actual pecuniary loss, Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP, in New York, told the U.S.
Bankruptcy Court for the Southern District of New York.

According to Mr. Ellenberg, ALG does not and cannot dispute that
its actual pecuniary loss as a result of the Debtors' rejection
of ALG leases does not exceed US$1,360,000.  The Debtors' Plan
is binding on ALG, and it cannot mount a collateral attack on
the Plan provisions at this point, said Mr. Ellenberg.
Accordingly, ALG is not entitled to a distribution under the
Plan for any amount in excess of US$1,360,000.

Moreover, a US$15,000,000 in rejection damages demanded by ALG
constitutes an unenforceable penalty under Minnesota law because
it bears no reasonable relation to ALG's actual pecuniary
damages resulting from the rejection and termination of the
subject Leases, said Mr. Ellenberg.  It is undisputed that the
liquidated damages sought by the Claims are not actual pecuniary
losses to the extent they exceed US$1,360,000, he added.

Mr. Ellenberg disputed ALG's assertion that "the parties
negotiated liquidated damages as a substitution for actual
damages" is irrelevant to application of the Plan provisions to
ALG's claim.  ALG's attempt to distinguish its claim from non-
compensatory damages that the Plan expressly subordinates fails,
Mr. Ellenberg contended.

"Liquidated damages exceeding ALG's actual pecuniary loss are
subordinated under the Plan, and ALG's claim should be reduced
accordingly," Mr. Ellenberg maintained.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PETROLEOS DE VENEZUELA: Inks Deal With Petrozuata Bondholders
-------------------------------------------------------------
Petroleos de Venezuela S.A., a.k.a. PDVSA, said that following
successful negotiations it has entered into a Lock-Up Agreement
with the holders of 77.23% in aggregate principal amount of the
7.63% series A bonds due 2009, 8.22% series B bonds due 2017 and
8.37% Series C bonds due 2022 issued by Petrozuata Finance Inc.
in connection with the Petrozuata extra-heavy crude oil project
in the Orinoco Belt region, providing for PDVSA (or an
affiliate) to consummate, no later than 90 days after the
effectiveness of the Lock-Up Agreement, a tender offer for the
Bonds at a purchase price equal to par plus accrued and unpaid
interest and an amount equivalent to 33% of the redemption
premium calculated under the indenture pursuant to which the
Bonds were issued.

In addition, holders who validly tender their Bonds in the
tender offer will be paid a consent fee equal to 0.25% on the
principal amount of Bonds tendered.  As of the date hereof,
there are approximately US$755.2 million in principal amount of
Bonds outstanding.

Bondholders that are parties to the Lock-Up Agreement have
agreed to tender all of their Bonds, including Bonds they
subsequently acquire, subject to their ability to transfer Bonds
provided the transferee already is a Lock-Up Holder or becomes a
Lock-Up Holder as a condition to the transfer.

The Lock-Up Holders have also agreed not to take any action
under the indenture or other financing documents which
interferes with the operation of the project in the ordinary
course of business, including the exercise of any rights or
remedies.

Bondholders that tender their Bonds will be deemed (i) to waive
any and all defaults or prospective defaults under the indenture
and the other financing documents governing the Bonds, and (ii)
to consent to certain amendments and modifications thereto,
including without limitation the elimination of substantially
all restrictive covenants and events of default and the release
of all collateral.

PDVSA's obligation to conduct and consummate the tender offer
will be subject to the satisfaction of the conditions that (i)
the Lock-Up Holders comply in all material respects with their
obligations under the Lock-Up Agreement, and (ii) no law,
regulation, court order or injunction is in effect prohibiting,
preventing, or frustrating the purpose of the tender offer, and
its obligation to consummate the tender offer will be subject
to the further condition that Bonds representing not less than
seventy-five percent (75%) of the principal amount of all Bonds
outstanding have been tendered in the tender offer.

Under the agreement, PDVSA has agreed to purchase the Bonds
directly from the Lock-Up Holders no later than 90 days after
the effectiveness of the Lock-Up Agreement on the same economic
terms, and subject to the same conditions (but with any
necessary changes), as the tender offer, in the event that the
tender offer has not been consummated by such date because
of the failure of any condition to the tender offer (other than
certain breaches of the agreement by the Lock-Up Holders) or
otherwise.

PDVSA also announced that on July 2, 2008, PDVSA, on behalf of
Petrolera Zuata, Petrozuata, C.A., made a voluntary prepayment
in full of all amounts owing by the Borrower under the bank loan
facility relating to the Petrozuata Project in the approximate
amount of US$160.7 million.

                         About PDVSA

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Petroleos de
Venezuela S.A.  S&P said the outlook is stable.

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

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


PETROLEOS DE VENEZUELA: 1st Crude Shipment to Galp is in August
---------------------------------------------------------------
Petroleos de Venezuela S.A. will ship its first million barrels
of crude to Galp Entergia, SGPS, S.A., in the first week of
August, Portuguese Transports Ministry reports.

As reported in the Troubled Company Reporter-Latin America on
May 15, 2008, Petroleos de Venezuela signed five energy
cooperation accords with Galp Entergia.  The agreements follow a
memorandum of understanding signed last October by the two
companies, which involves the study of the development of joint
projects in the energy sector.  The memorandum also covers the
establishment of forms of cooperation between the two firms,
including the possibility to develop exploration, production,
and oil and gas procurement operations.

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

                        *     *     *

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

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

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


PETROLEOS DE VENEZUELA: Project With Cuba to Take Up to 4 Yrs.
--------------------------------------------------------------
Petroleos de Venezuela S.A.'s oil refining project with Cuba
would be completed in up to four years, news daily Juventud
Rebelde reports, citing Cuban Basic Industry Minister (Mining
and Energy) Yadira Garcia Vera.

ACN Cuban News Agency relates that Cuba is seeking to boost its
oil refining capacity through a joint venture with Venezuela.
The project is being carried out in conjunction with Petroleos
de Venezuela, ACN Cuban News says, citing Minister Vera.

The minister told reporters at the conclusion of the Fifth
Extraordinary Summit of Petrocaribe that the project with
Petroleos de Venezuela would expand refining capacities in
plants in Cienfuegos and Santiago de Cuba, ACN Cuban News
relates.  According to the minister, the refinery plant in
Cienfuegos has already met first period projections, delivering
65,000 barrels a day, while its goal is to boost daily capacity
to up to 150,000.

Cuba would be prepared to receive more oil from Venezuela once
the project is completed, ACN Cuban News states, citing Minister
Vera.

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

                        *     *     *

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

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

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


* BOND PRICING: For the Week July 14 - July 18, 2008
----------------------------------------------------

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

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      68.19
Argnt-Bocon PR11         2.000     12/3/10     ARS      50.98
Argnt-Bocon PR13         2.000     3/15/24     ARS      50.50
Arg Boden                2.000     9/30/08     ARS      15.30
Bonar Arg $ V           10.500     6/12/12     ARS      66.19
Arg Boden                7.000     10/3/15     USD      68.63
Bonar X                  7.000     4/17/17     USD      70.82
Argent-EURDIS            7.820    12/31/33     EUR      60.12
Argent-$DIS              8.280    12/31/33     USD      73.12
Argent-Par               0.630    12/31/38     ARS      32.22
Banco Hipot SA           9.750     4/27/16     USD      68.87
Banco Macro SA           9.750    12/18/36     USD      64.25
Buenos-EURDIS            8.500     4/15/17     USD      62.00
Buenos-$DIS              9.250     4/15/17     USD      67.74
Buenos Aire Prov         9.375     9/14/18     USD      61.37
Buenos Aire Prov         9.625     4/18/28     USD      56.00
Autopistas Del Sol      11.500     5/23/17     USD      57.25
Mendoza Province         5.500     9/04/18     USD      63.11

   BERMUDA
   ------
XL Capital Ltd.          6.500    12/31/49     USD      63.17

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      66.08
Gol Finance              7.500     4/03/17     USD      65.76
Gol Finance              7.500     4/03/17     USD      63.50
Gol Finance              8.750     4/29/49     USD      63.00

   CAYMAN ISLANDS
   --------------
Barion Funding           0.100    12/20/56     EUR       6.91
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.250    12/20/56     USD       5.85
Barion Funding           0.630    12/20/56     GBP      15.56
Barion Funding           1.440    12/20/56     GBP      27.77
Shinsei Fin Caym         6.418     1/29/49     USD      64.41
Shinsei Finance          7.160     7/29/49     USD      68.86
Vontobel Cayman          9.900     7/25/08     CHF      45.40
Tam Capital INc.         7.375     4/25/17     USD      66.00
Tam Capital INc.         7.375     4/25/17     USD      59.25

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      72.26
Jamaica Govt LRS        12.750     6/29/22     JMD      71.10
Jamaica Govt LRS        12.750     6/29/22     JMD      71.11
Jamaica Govt LRS        12.850     5/31/22     JMD      71.64
Jamaica Govt LRS        13.375    12/15/21     JMD      74.70
Jamaica Govt            13.375     4/27/32     JMD      69.71

   PUERTO RICO
   -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.000    12/15/34     USD      34.25

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      66.57
Petroleos de Ven         5.375     4/12/27     USD      56.10
Petroleos de Ven         5.500     4/12/37     USD      55.30
Venezuela                6.000    12/09/20     USD      70.75
Venezuela                7.000     3/31/38     USD      68.00


                         *****************

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual
trades.  Prices for actual trades are probably different.  Our
objective is to share information, not make markets in publicly
traded securities.  Nothing in the TCR-LA constitutes an offer
or solicitation to buy or sell any security of any kind.  It is
likely that some entity affiliated with a TCR-LA editor holds
some position in the issuers' public debt and equity securities
about which we report.

Tuesday's edition of the TCR-LA features a list of companies
with insolvent balance sheets obtained by our editors based on
the latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical
cost net of depreciation may understate the true value of a
firm's assets.  A company may establish reserves on its balance
sheet for liabilities that may never materialize.  The prices at
which equity securities trade in public market are determined by
more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

                            ***********


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

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

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

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

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

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


           * * * End of Transmission * * *