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

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

            Wednesday, July 2, 2008, Vol. 9, No. 130

                            Headlines


A R G E N T I N A

ALTO PALERMO: Acquires 3,207 Sq. Meters of Land for US$17.8 Mil.
CEA SRL: Trustee Verifies Proofs of Claim Until Aug. 7
CHRYSLER LLC: Borrows US$2 Billion From Cerberus and Daimler
CLINICA Y SANATORIO: Trustee Verifies Claims Until Aug. 18
COMARBE SA: Trustee Verifies Proofs of Claim Until Aug. 22

EQUINOS PAMPEANOS: Proofs of Claim Verification Is Until Sept. 1
FORD MOTOR: Begins Plant-by-Plant Employee Buyouts to Cut Costs
IGNACIO LIPRANDI: Trustee to Submit General Report on July 7
OBRA SOCIAL: Trustee Verifies Proofs of Claim Until Oct. 8
ONTARIO GROUP: Proofs of Claim Verification Deadline Is Oct. 8

TOSKO S SRL: Proofs of Claim Verification Is Until Aug. 28
WESTERN WHEEL: Proofs of Claim Verification Deadline Is Aug. 15


B E R M U D A

ARCH CAPITAL: To Release 2nd Quarter 2008 Results on July 24
CENTRAL EUROPEAN: Purchases 30% Minority Interest in Studio 1+1


B R A Z I L

AFFILIATED COMPUTER: Affiliate to Lay Off 450 Employees
AMR CORP: Reaches Pact With ALPA to Preserve Pilot Jobs
BANCO NACIONAL: Lends BRL140 Mil. for Itambe Milk Production
BANCO NACIONAL: To Disclose Results of Train Technical Study
BANCO RURAL: S&P Assigns B- Global Counterparty Credit Rating

BEAR STEARNS: Fed Reserve Bares Discussions on Financial Rescue
BRASKEM SA: Launches Four New Ships for Transporting Liquids
GRADIENTE ELETRONICA: Staubs May Give Up Control, Report Says
KRATON POLYMERS: Refinancing Plan Cues Moody's to Review Ratings
PARANA BANCO: S&P Assigns B+ Debt Rating to US$100 Million Notes

SMITHFIELD FOODS: S&P Cuts Corporate Credit Rating to BB-
SPECTRUM BRANDS: Pet Biz Sale Fails to Get Sr. Lenders' Consent
TAM SA: Increases Operating Fleet With Two Airbus 320s


C A Y M A N  I S L A N D S

AL JERNAAS 2: Proofs of Claim Filing Deadline Is July 7
AL JERNAAS 2: Will Hold Final Shareholders Meeting on July 7
SADUF LIMITED: Deadline for Proofs of Claim Filing Is July 7
SADUF LIMITED: Holds Final Shareholders Meeting on July 7
SADUF THREE: Deadline for Claims Filing Is Until July 7

SADUF THREE: Holding Final Shareholders Meeting on July 7
SADUF Four: Deadline for Proofs of Claim Filing Is July 7
SADUF FOUR: Will Hold Final Shareholders Meeting on July 7
SADUF SIX: Is Holding Final Shareholders Meeting on July 7


C H I L E

EMPRESA ELECTRICA: S&P's Pos. Outlook Reflects Good Cash Flow


C O L O M B I A

GRAN TIERRA: Completes Popa-2 Exploration Drilling in Colombia
TRANSTEL INTERMEDIA: Fitch Holds 'C' ID & US$170MM Notes Ratings


M E X I C O

BLUE WATER: Court Approves Asset Bidding Procedures
BLUE WATER: Plan Confirmation Hearing Adjourned to July 8
CEMEX SAB: Files Form 20-F Annual Report for Fiscal Year 2007
CLEAR CHANNEL: Banks Face Hurdle in Sale of US$3BB Buyout Loan
FRONTIER AIRLINES: Bankruptcy Delays Annual Report Filing

FRONTIER AIRLINES: Extends Statements Filing Deadline to Aug. 25
FRONTIER AIRLINES: Court Okays Extension of Removal Period
INDUSTRIAS PENOLES: S&P Withdraws Rating on US$380 Million Notes
PARKER DRILLING: S&P Keeps B+ Rating; Outlook Revised to Pos.
QUAKER FABRIC: Disclosure Statement Hearing to Continue July 11

QUEBECOR WORLD: Gets Conversion Notices for 744,124 Pref. Shares
SATELITE MEXICANOS: Books US$57.45 Mil. Net Loss in 2007


V E N E Z U E L A

PRIDE INTERNATIONAL: Will Host Analyst Meeting on November 18


* LatAm Electric Utilities Continue to Perform Well, S&P Says


                         - - - - -


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

ALTO PALERMO: Acquires 3,207 Sq. Meters of Land for US$17.8 Mil.
----------------------------------------------------------------
Alto Palermo S.A. reported to the Argentine Comision Nacional de
Valores the acquisition of a plot of land located at 3351/9
Beruti Street (between Coronel Diaz Ave. and Bulnes St.) in the  
neighborhood of Palermo, City of Buenos Aires.

The transaction was made for a total price of US$17.8 million,
comprising a total area of 3,207 square meters.  The importance
of this acquisition lies in the strategic location of the asset,
which is very close to Alto Palermo's main shopping center known
as "Alto Palermo Shopping" situated at Coronel Diaz Ave. between
Santa Fe Ave. and Beruti St.

Alto Palermo S.A. (a.k.a. APSA) operates and develops commercial
centers in Argentina.  It has six commercial centers located in
Capital Federal and Buenos Aires suburbs, where it has got the
43% of participation on the market and another three located in
the cities of Salta, Mendoza and Rosario.  It represents, in
all, 1,118 shops.  The shareholders of Alto Palermo are
Inversiones y Representaciones S.A. (61.5%) and Parque Arauco
(29.6%), with the rest of the shares trading in the stock market
of Buenos Aires and New York.

                        *    *    *

In May 2008, Fitch Ratings affirmed these ratings of Alto
Palermo S.A.:

  -- Foreign currency issuer default rating at 'B+';

  -- Local currency issuer default rating at 'B+';

  -- US$120 million notes due in 2017 at 'B+/RR4'; and

  -- US$50 million argentine peso-linked notes due in 2012 at
    'B+/RR4'.


CEA SRL: Trustee Verifies Proofs of Claim Until Aug. 7
------------------------------------------------------
The court-appointed trustee for CEA S.R.L.'s reorganization
proceeding, will be verifying creditors' proofs of claim until
Aug. 7, 2008.

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

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


CHRYSLER LLC: Borrows US$2 Billion From Cerberus and Daimler
------------------------------------------------------------
Chrysler LLC's owners Cerberus Capital Management LP and Daimler
AG will provide the U.S. automaker with US$2 billion loan
payable in 2014, Josee Valcourt of The Wall Street Journal
reports.  Daimler, which holds a 19.9% stake in Chrysler,
disclosed that it will lend Chrysler US$1.5 billion, Cerberus
US$500 million.  The action, WSJ relates, was to aid Chrysler's
liquidity in the midst of the slowing U.S. economy and period of
great change in the U.S. auto industry.

As reported in the Troubled Company Reporter on June 23, 2008,
Nancy Rae, Chrysler LLC's Senior Vice President of Human
Resources and Corporate Communications, defended Chrysler's
status, insisting that despite the challenges, Chrysler is
meeting or exceeding its financial targets.  She suggested that
Chrysler is better aligned than previously for the shift towards
smaller, more fuel efficient vehicles.  Ms. Rae also said that
the automaker also believes there is a strong and viable pickup
truck market going forward.

The TCR also reported that 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.

S&P observes that the erosion of demand for SUVs and pickups has
been troubling.  Although these segments have been weak for some
time, the exodus of demand that began in April, caused by
escalating gas prices and consumer preferences for smaller
vehicles, is gathering speed.  Despite concerted, and in some
cases successful, efforts to bolster their line-ups of smaller
vehicles and reduce costs, all three Michigan-based automakers
still rely on light trucks for a disproportionate share of
profitability and cash flow.

WSJ disclosed that a US$2 billion loan clause was included in a
deal Cerberus and Daimler reached a year ago when Cerberus,
along with co-investors, bought its 80.1% stake in Chrysler.

Chrysler did not comment on the reasons for tapping in its loan.

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

                            *     *     *

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


CLINICA Y SANATORIO: Trustee Verifies Claims Until Aug. 18
----------------------------------------------------------
The court-appointed trustee for Clinica y Sanatorio Doctor
Eduardo Wilde S.A.'s reorganization proceeding will be verifying
creditors' proofs of claim until Aug. 18, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 30, 2008.  The National Commercial
Court of First Instance in Lomas de Zamora, Buenos Aires, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by Clinica y Sanatorio 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 Clinica y Sanatorio's
accounting and banking records will be submitted in court on
Nov. 25, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on July 13, 2009.

The debtor can be reached at:
   
             Clinica y Sanatorio Dr. Eduardo Wilde S.A.
             Avenida Mitre 4302, Wilde
             Buenos Aires, Argentina
             Telephone: 4207-8281/8282  
                        4206-4251
             E-mail: swilde@rcc.com.ar



COMARBE SA: Trustee Verifies Proofs of Claim Until Aug. 22
----------------------------------------------------------
Enrique O. Castiglione, the court-appointed trustee for Comarbe
S.A.'s reorganization proceeding, will be verifying creditors'
proofs of claim until Aug. 22, 2008.

Mr. Castiglione will present the validated claims in court as  
individual reports on Oct. 31, 2008.  The National Commercial
Court of First Instance in Azul, Buenos Aires, will determine if
the verified claims are admissible, taking into account the  
trustee's opinion, and the objections and challenges that will  
be raised by Comarbe 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 Comarbe's accounting  
and banking records will be submitted in court on Dec. 19, 2008.

The trustee can be reached at:

        Enrique O. Castiglione
        Necochea 626, Azul
        Buenos Aires, Argentina



EQUINOS PAMPEANOS: Proofs of Claim Verification Is Until Sept. 1
----------------------------------------------------------------
Maria Diepenbrock, the court-appointed trustee for Equinos
Pampeanos S.R.L.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until Sept. 1, 2008.

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

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

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

The debtor can be reached at:

           Equinos Pampeanos S.R.L.
           Uriburu 50
           Buenos Aires, Argentina

The trustee can be reached at:

           Maria Diepenbrock
           Tucuman 1657
           Buenos Aires, Argentina


FORD MOTOR: Begins Plant-by-Plant Employee Buyouts to Cut Costs
---------------------------------------------------------------
Ford Motor Company has initiated hourly employee buyouts to cut
costs at U.S. plants that produce sports utility vehicles and
pickup trucks as sales of these products drop, reports Jeff
Bennett of Dow Jones Newswires, citing Ford spokeswoman Ann
Marie Gattari.  The automaker has started offering incentive
packages to workers at Louisville Assembly Plant, Kentucky Truck
Plant, and transmission plants in Batavia and Sharonville in
Ohio.

The company had targeted around 8,000 employees to be bought out
plant-by-plant, with around 4,200 people accepting the buyouts
earlier this year, according to a report by Matthew Dolan and
Neal Boudette of the Wall Street Journal, citing company
executives during a meeting with United Auto Workers
representatives.

WSJ relates that according to people privy with Ford's plans,
the automaker did not specify its target for overtime cutbacks,
but additional costs related to excess capacity at more than
half of its plants have pushed company officials to believe
overtime control is paramount.

During the meeting, Ford officials said the company would need
to manufacture lesser trucks and shift production to smaller
vehicles -- in response to rising demand in fuel-efficient cars.

"The world has changed dramatically over the past few months for
our business and our industry," Joe Hinrichs, Ford's
manufacturing chief, was quoted by WSJ as saying.  "We know we
must move swiftly to face those challenges -- and we are."

As reported in the Troubled Company Reporter on June 23, 2008,
Ford announced further reductions to its North American truck
production plan while adding more small cars, crossovers and
fuel-efficient powertrains, as the company responds to the
continued deterioration in the U.S. business environment and the
accelerated shift away from large trucks and SUVs.

"As gasoline prices average more than $4 a gallon and consumers
worry about the weak U.S. economy, we see June industry-wide
auto sales slowing further and demand for large trucks and SUVs
at one of the lowest levels in decades," Ford President and CEO
Alan Mulally, said.  "Ford has taken decisive action to respond
to this accelerating shift in customer demand away from large
trucks and SUVs to smaller cars and crossovers, and we will
continue to act swiftly moving forward."

Ford said it will provide more details on changes to its overall
plan when it announces second-quarter financial results in July.  
In the meantime, one shift of production will be eliminated at
Louisville Assembly Plant for mid-size SUVs in the third quarter
and the line speed for large pickups at Kentucky Truck Plant
will be reduced in the third quarter.

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

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

                          *     *     *

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.


IGNACIO LIPRANDI: Trustee to Submit General Report on July 7
------------------------------------------------------------
Estudio Albornoz Airas & Asociados, the court-appointed trustee
for Ignacio Liprandi Oliva S.R.L.'s bankruptcy proceeding, will
submit to the National Commercial Court of First Instance in San
Miguel de Tucuman, Tucuman, a general report containing an audit
of the firm's accounting and banking records on July 7, 2008.

Estudio Albornoz verified creditors' proofs of claim and
presented the validated claims in court as individual reports in
court.  

The debtor can be reached at:

          Ignacio Liprandi Oliva S.R.L.
          Avenida Francisco de Aguirre 531
          San Miguel de Tucuman
          Tucuman, Argentina

The trustee can be reached at:

          Estudio Albornoz Airas & Asociados
          Avenida 2 de Abril 337
          San Miguel de Tucuman
          Tucuman, Argentina


OBRA SOCIAL: Trustee Verifies Proofs of Claim Until Oct. 8
----------------------------------------------------------
Guillermo Salem y Asoc., the court-appointed trustee for Teleco
S.A.'s reorganization proceeding, verifies creditors' proofs of
claim until Oct. 8, 2008.

Guillermo Salem will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with the assistance of Clerk
No. 4, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by
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 Teleco's accounting
and banking records will be submitted in court.

The informative assembly will be held on Nov. 9, 2009.  
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

         Obra Social del Personal Jerarquico de la Industria
         Grafica y Personal Jerarquico del Agua y la
         Energia-Osjera
         Moreno 1140, Buenos Aires
         Argentina

The trustee can be reached at:

         Guillermo Salem y Asoc.
         Uruguay 385
         Buenos Aires, Argentina


ONTARIO GROUP: Proofs of Claim Verification Deadline Is Oct. 8
--------------------------------------------------------------
The court-appointed trustee for Ontario Group S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
Oct. 8, 2008.

The trustee will present the validated claims in court as
individual reports on Nov. 28, 2008.  National Commercial Court
of First Instance in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Ontario Group 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 Ontario Group's
accounting and banking records will be submitted in court on
Feb. 13, 2008.



TOSKO S SRL: Proofs of Claim Verification Is Until Aug. 28
----------------------------------------------------------
The court-appointed trustee for Tosko s S.R.L.'s bankruptcy
proceeding will be verifying creditors' proofs of claim until
Aug. 28, 2008.

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

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

The debtor can be reached at:

             Tosko s S.R.L.
             Esmeralda 339
             Buenos Aires, Argentina


WESTERN WHEEL: Proofs of Claim Verification Deadline Is Aug. 15
---------------------------------------------------------------
The court-appointed trustee for Western Wheel Works S.A.'s
bankruptcy proceeding will be verifying creditors' proofs of
claim until Aug. 15, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 26, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Western Wheel 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 Western Wheel's
accounting and banking records will be submitted in court on
Nov. 7, 2008.



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

ARCH CAPITAL: To Release 2nd Quarter 2008 Results on July 24
------------------------------------------------------------
Arch Capital Group Ltd. said that it expects to release its 2008
second quarter results after the close of regular stock market
hours on July 24, 2008.  The company will hold a conference call
for investors and analysts at 11:00 a.m. Eastern Time on July
25, 2008.

A live webcast of this call will be available via the
Media-Earnings Webcasts section of the company’s website at
http://www.archcapgroup.bmand will be archived on the website  
from 1:00 p.m. Eastern Time on July 25, through midnight Eastern
Time on Aug. 25, 2008.

A telephone replay of the conference call also will be available
beginning on July 25 at 1:00 p.m. Eastern Time until Aug. 1,
2008 at midnight Eastern Time.

To access the replay, domestic callers should dial 888-286-8010
(passcode 63520973), and international callers should dial
617-801-6888 (passcode 63520973).

Headquartered in Bermuda, Arch Capital Group Ltd. (NASDAQ: ACGL)
-- http://www.archcapgroup.bm-- is a public limited liability
company, which provides insurance and reinsurance on a worldwide
basis through operations in Bermuda, the United States, Europe
and Canada.  It provides a range of property and casualty
insurance and reinsurance lines, and focus on writing specialty
lines of insurance and reinsurance.  Arch Capital classifies its
business into two underwriting segments: reinsurance and
insurance.  The company's reinsurance operations are conducted
on a worldwide basis through its reinsurance subsidiaries, Arch
Reinsurance Ltd. and Arch Reinsurance Company.  The company's
insurance operations in Bermuda are conducted through Arch
Insurance (Bermuda), a division of Arch Re Bermuda, which has an
office in Hamilton, Bermuda.


                           *     *     *

In December 2006, A.M. Best assigned these ratings on to Arch
Capital's debts:

    -- "bb+" from "bb" on US$200 million 8% non-cumulative
       Series A preferred shares; and

    -- "bb+" from "bb" on US$125 million 7.875% non-cumulative
       Series B preferred shares.


CENTRAL EUROPEAN: Purchases 30% Minority Interest in Studio 1+1
---------------------------------------------------------------
Central European Media Enterprises Ltd. disclosed that on
June 30, 2008, it completed the purchase of 30% minority
interest in the Studio 1+1 group.  Central European has
increased its ownership of Studio 1+1 to 90% and the remaining
10% interest is subject to a put and call option.  The Ukrainian
media council has re-issued the license for Studio 1+1
reflecting the new ownership structure.

Central European's Chief Executive Officer, Michael Garin
commented: "Completion of this acquisition represents the
successful execution of our longstanding goal.  I would like to
thank Boris Fuchsmann and Alexander Rodnyansky for their
outstanding contribution in developing Studio 1+1 to its current
position.  Ukraine represents more than 50% of the total
population within the CME footprint.  Our objective is now to
integrate all of our key Ukraine assets and build Ukraine into
our largest business in the CME family."

Central European's Chief Operating Officer, Adrian Sarbu
commented: "Ukraine is a huge opportunity for CME and we will
now work towards clear market leadership.  We will focus on
local content production and the transfer of expertise from our
other markets. Sole control of our operations gives us the
ability to drive growth and margins as we did in the Slovak
Republic.  We believe our Ukraine business can be just as
profitable and successful as our other markets."

As previously announced, the 30% interest Central European
acquired includes interests subject to options that Igor
Kolomoisky assigned to the company.  The total consideration
paid for the purchase of the 30% interest was US$219.6 million,
of which US$79.6 million was paid in cash to Messrs Fuchsmann
and Rodnyansky and US$140 million was paid to Mr. Kolomoisky.
   
Boris Fuchsmann and Alexander Rodnyansky have the right to put
their remaining 10% interest in the Studio 1+1 group to Adrian
Sarbu and the company has the right to call this 10% interest
from them.  The put option has an initial minimum price of
US$95.4 million, which increases to US$102.3 million from the
first anniversary of the completion and to the greater of
US$109.1 million or an independent valuation from the second
anniversary of the completion.  The call price is initially set
at US$109.1 million.  From the first anniversary of the
completion, the call price will be based on an independent
valuation with a minimum price of US$109.1 million.  If Central
European exercises its call rights, Messrs Fuchsmann and
Rodnyansky have the right to receive consideration in cash or
shares of the company's Class A Common Stock.
Mr. Fuchsmann continues to hold one of the three seats on the
Supervisory Board of Studio 1+1.

Launched in 1997, Studio 1+1 is one of the most popular national
broadcasters in Ukraine, reaching almost 47 million people with
an all-day audience share in 18+ demographic group of 13% and
prime time audience share of 14.6% in the first six months of
2008.

            About Central European Media Enterprises

Based in Bermuda, Central European Media Enterprises Ltd.,  is a
TV broadcasting company with leading networks in six Central and
Eastern European countries.  Launched in 1994, the company and
its partners now operate 16 channels in six countries, including
TV Nova, Nova Cinema and Galaxie Sport in the Czech Republic;
PRO TV, PRO Cinema, Pro International, Sport.ro, MTV and Acasa
in Romania; Nova TV in Croatia, TV Markiza in the Slovak
Republic; POP TV and Kanal A in Slovenia; and Studio 1+1, Kino
and Citi in Ukraine.  For the year ended Dec. 31, 2007, the
company generated segment revenues of US$840 million and segment
EBITDA of US$320 million.  Central European Media is traded on
the NASDAQ and the Prague Stock Exchange under the ticker symbol
"CETV".

                          *    *    *

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, Standard & Poor's Ratings Services assigned its
'BB' debt rating to the `475 million senior secured convertible
notes due 2013 issued by Bermuda-based emerging markets TV
broadcaster, Central European Media Enterprises Ltd. in March
2008.  The long-termcorporate credit rating was affirmed at
'BB'.  The outlook is stable.
   
At the same time, S&P raised the debt rating on both Central
European Media's EUR245 million and EUR150 million floating-rate
notes due, respectively, in 2012 and 2014 to 'BB' from the
previous 'BB-'.



===========
B R A Z I L
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AFFILIATED COMPUTER: Affiliate to Lay Off 450 Employees
-------------------------------------------------------
ACS Business Process Solutions, an affiliate of Affiliated
Computer Services Inc., informed the Texas Workforce Commission
on June 23, 2008, that it is laying off 450 workers beginning
Sept. 1 as it closes a call center in Fort Worth, Texas.

Headquartered in Dallas, Texas, Affiliated Computer Services
Inc. (NYSE:ACS) -- http://www.acs-inc.com/-- provides business   
process outsourcing and information technology services to
commercial and government clients.  The company has two segments
based on the clients it serves: commercial and government.  The
company provides services to a variety of clients including
healthcare providers and payers, manufacturers, retailers,
wholesale distributors, utilities, entertainment companies,
higher education institutions, financial institutions, insurance
and transportation companies.  The company has global operations
in Brazil, China, Dominican Republic, India, Guatemala, Ireland,
Philippines, Poland, and Singapore.

                        *     *      *  

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Moody's Investors Service confirmed Affiliated
Computer Services' Ba2 corporate family rating with a stable
rating outlook.  This rating confirmation concludes a review for
possible downgrade initiated on March 20, 2007.  The ratings of
ACS remained under review for possible downgrade.


AMR CORP: Reaches Pact With ALPA to Preserve Pilot Jobs
-------------------------------------------------------
The pilots of American Eagle Airlines Inc., a wholly owned
subsidiary of AMR Corporation, represented by the Air Line
Pilots Association, Int'l, have reached an agreement with
American Eagle management to preserve pilot jobs and reduce
pilot furloughs.

Last month, Gerard Arpey, American Airlines Chairman and CEO,
announced a capacity reduction throughout the AMR system,
including up to 65 aircraft to be parked at American Eagle
Airlines Inc.

Capt. Herb Mark, chairman of the American Eagle pilots' Master
Executive Council, led a team of union officers who engaged
American Eagle management on a number of solutions which serve
to reduce the number of pilot furloughs.  These include
voluntary leaves of absences and part-time flying.

"The primary mission of the American Eagle ALPA MEC has always
been to protect our pilots at all costs," said Capt. Mark.  
"AMR's most recent announcements have underscored the necessity
of the pilots' membership in a strong union."

A central issue in the discussions was American Airlines'
outsourcing of regional flying in the St. Louis hub to Trans
States Airlines and Chautauqua Airlines.  This outsourcing has
been a sensitive issue with American Eagle pilots and the union
had filed grievances against the company over the transferring
of flying.

Following last month's announcement of capacity reductions at
the AMR shareholders meeting, the pilot union was able to work
collaboratively with management to successfully return to
American Eagle the outsourced "capacity purchase" flying
currently performed by Trans States Airlines.

"We made it clear that AMR could not allow Eagle's flying to be
outsourced while its own employees were in jeopardy of losing
jobs," said Capt. Dave Ryter, vice chairman of the American
Eagle MEC.

As a result of ALPA and American Eagle management's efforts, the
ten Embraer 145 aircraft currently leased to TSA will be
returned to American Eagle Airlines.  The transfer process will
begin in early 2009, and continue at a rate of approximately two
aircraft per month.

"While our primary mission is to defend the jobs and livelihoods
of the pilots we represent, we understand that this will have a
significant impact on our fellow ALPA pilots at Trans States
Airlines," said Capt. Ryter.  "Our MEC will continue to work
closely with the Trans States Airlines MEC to assist in whatever
way we can.  Management's decisions to outsource always result
in employees being hurt."

"While the return of ten Embraer 145 aircraft represents a
savings of approximately 100 Eagle pilot jobs, there is still
more work to be done," said Capt. Mark.  "Working together with
your labor groups can produce more productive results than
working against them.  We urge American Eagle management to
continue this trend."

"The industry is facing daunting challenges, and it will be
critical for management to regain the trust, loyalty and
commitment of its employees," Capt. Mark added.  "Even in this
time of crisis, Eagle management has an opportunity to invest in
its pilots and invest in the future of this airline."

                   Initial Rounds of Layoffs

The Troubled Company Reporter said on May 28, 2008, that AMR
Corp. disclosed the first round of reductions to its flight
schedule as part of its plans to reduce capacity in an effort to
significantly reduce costs and create a more sustainable supply-
and-demand balance in the market.  The actions come in the face
of skyrocketing fuel prices and a softening economy.

On May 22, 2008, the TCR related that AMR Corp. reported
significant reductions to its 2008 domestic flight schedule,
including a fourth quarter mainline domestic capacity reduction
of 11% to 12% from the previous year.  It also outlined plans to
retire at least 75 mainline and regional aircraft and unveiled
several revenue growth initiatives, as the company responds to
record fuel prices, growing concerns about the economy and a
difficult competitive environment.  AMR said it will reduce
American Airlines domestic capacity -- or available seat miles
flown -- in the fourth quarter of 2008 by 11% to 12%, compared
to
the fourth quarter of 2007.  According to its April 16 guidance,
AMR previously expected domestic mainline capacity in the fourth
quarter to decline by 4.6% compared to the same period in 2007.

                Likely Bankruptcy Filing This Year

As reported in the Troubled Company Reporter on June 5, 2008,
AMR Corp., parent of American Airlines, is considered a possible
chapter 11 candidate and could tumble over into chapter 11
bankruptcy this year, Stockhouse.com said, citing record prices
in oil.

AMR has said report of possible bankruptcy filing is unfounded.

Stockhouse.com noted that although AMR is the world's largest
airline, it is now a small cap stock, with a market value of
only US$1.8 billion.  The report also notes that AMR has US$9.3
billion in debt and may not have the money to cover its debt
service as the year passes.

The TCR said on May 26, 2008, Jamie Baker, an analyst at J.P.
Morgan, said U.S. airline industry stands to post a collective
US$7,200,000,000 in operating losses in 2008.  The results would
be wider than an initial forecast of US$4,600,000,000 loss, the
analyst said.

Mr. Baker, in his research note, said though investors,
management and analysts may talk about airlines acting
collectively to reduce capacity to firm up revenue, the reality
is that they are more likely to dig in and try to outlast each
other.

U.S. Airways has the highest risk of bankruptcy, followed by
Northwest Airlines, United Air Lines' parent UAL Corp., AMR
Corp., JetBlue, Continental Airlines, AirTran, Delta Air Lines,
Alaska Air Lines and Southwest Airlines.

                           About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- is the world's
largest pilot union representing more than 55,000 pilots at 40
airlines in the U.S. and Canada.  With more than 2,800 pilots,
American Eagle is a wholly owned subsidiary of AMR and provides
feed to American Airlines, as well as point-to-point service in
North America and the Caribbean.

                     About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled
passenger airline.  At the end of 2006, American provided
scheduled jet service to about 150 destinations throughout North
America, the Caribbean, Latin America, including Brazil, Europe
and Asia.  American is also a scheduled airfreight carrier,
providing freight and mail services to shippers throughout its
system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.


BANCO NACIONAL: Lends BRL140 Mil. for Itambe Milk Production
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
signed off a BRL140 million financing for Cooperativa Central
dos Produtores Rurais de Minas Gerais Ltda. (Rural Producers
Cooperative) (CCPR) – Itambe.  The funds, representing 77.6% of
total investments, will be used to increase by two-fold the
powdered milk processing capacity of Uberlandia plant (state of
Minas Gerais).  Around 7,500 tons per month will be produced in
Uberlandia and the fossil fuel used in boilers will be
substituted.

The funds will be used to expand the production of powdered
milk, from 3,750 to 7,500 tons a month, in Uberlandia, woodchip-
powered boilers will substitute oil-powered boilers, located in
Goiania/GO, Para de Minas(MG) and Guanhaes(MG).

Woodchip will be used in steam generation, as a substitute for
fossil fuel, providing annual savings of BRL5.8 million.

Processing activities in the powdered milk plant of Uberlandia
will increase by two-fold, from 1 million liters/day to 2
million liters/day, corresponding to 7,500 tons of whole meal
powdered milk per month.  The milk-drying chamber, the main
equipment of powdered milk plants, will have its processing
capacity increased from 36 million liters/month to 60 million
liters/month.

Conveyor belts, silos, classifiers, and other accessories will
be purchased for the receipt, warehousing, and transfer of
woodchip from the receipt and storage areas to the boilers.
Electric and hydraulic facilities will properly connect new
equipment.  The expansion also includes the construction of a
new 1,276-m2 building.  The project is expected to be completed
by August 2008, generating 107 new jobs.

The project is rated under the financial supports to
agribusiness investments, which are given priority by the
Federal Government.  Another benefit is the substitution of the
energy matrix using renewable energy.

CCPR was founded in 1948 and now its members include 8 thousand
producers in 33 member cooperatives.  It has 3,031 employees,
distributed throughout its plants, distribution centers, and
main office.

The company sells Itambe-branded dairy products in the domestic
market, and it is the third largest milk company in Brazil (1.08
billion liters per year in 2007) and the largest company with
national capital.

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

                        *     *     *

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


BANCO NACIONAL: To Disclose Results of Train Technical Study
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA intends
to disclose the outcomes of the technical studies on the
preliminary 550 kilometer-long arrangement for the high-speed
train (TAV) Rio de Janeiro-Sao Paulo-Campinas.

BNDES, as the coordinator of technical studies for the
implementation of the project, proposes that the train connect
the international airports of Rio de Janeiro (Antonio Carlos
Jobim Airport), Sao Paulo (Cumbica Airport), and Campinas
(Viracopos Airport), and at least two intermediate stops,
between Sao Jose dos Campos (state of Sao Paulo) and Volta
Redonda (state of Rio de Janeiro).

The arrangement consists of basic information to guide studies
and analyses of potential bidders for the high-speed train
bidding.

The Vice President of BNDES, Armando Mariante, and the director
of infrastructure, Wagner Bittencourt, received last June 30 a
Japanese governmental delegation.  The group was led by the Vice
Minister of Infrastructure, Transport and Tourism of Japan,
Midori Matsushima.  The governmental delegation was assigned to
ratify the interest of Japan in participating in the high-speed
train bidding process, from the concession of the service to
supply of equipment.  Japanese companies can participate in the
bid as soon as the request for proposals is issued.

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

                        *     *     *

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


BANCO RURAL: S&P Assigns B- Global Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services has assigned its 'B-' global
scale counterparty credit rating and 'brB+' Brazilian national
scale rating, with stable outlooks, to Banco Rural S.A.
     
"The ratings on Rural reflect its very limited financial
flexibility because of a liquidity crunch it faced after
involvement in a 2005 corruption scandal," said S&P's credit
analyst Ricardo Brito.  "They also reflect weak earnings because
of Rural's cleanup of its credit portfolio, still small scale
for its operational structure, and cap on growth from limited
funding options."
     
These risks are partially mitigated by the bank's long track
record operating with, and continued business from, small and
midsize companies; improved governance practices; and new
capital and deposits from shareholders.
     
With total assets of BRL2.2 billion (US$1.2 billion) as of
December 2007, Rural is a niche bank focused on asset-backed
lending to small and medium-size enterprises, mainly backed by
receivables, and retail lending through payroll discount
transactions.

Founded in 1948, Banco Rural is a multiple bank controlled by
five members of the Rabello family -- 84.7% of the common shares
-- with a tradition in lending to small and medium-sized
companies.  Headquartered in Minas Gerais, it had 49 service
posts (21 branches) in Brazil at September 2007 and two overseas
subsidiaries.


BEAR STEARNS: Fed Reserve Bares Discussions on Financial Rescue
---------------------------------------------------------------
The board of governors of the Federal Reserve System released
minutes of its meeting dated March 14, 2008, and March 16, 2008.

                        March 14 Meeting

The board discussed the funding difficulties of The Bear Stearns
Companies Inc. in New York, which controlled a primary
securities dealer, and the likely effects of its bankruptcy on
financial markets.  Board members agreed that the best
alternative was to provide temporary emergency funding to Bear
Stearns through an arrangement with JPMorgan Chase & Co. given
the fragile condition of the financial markets at the time, the
prominent position of the company in those markets, and the
expected contagion that would result from its immediate failure.

According to the minutes, the unusual and exigent circumstances
caused the board to authorize the Federal Reserve Bank of New
York to extend credit to JPMorgan Chase Bank NA in Columbus,
Ohio, on a non-recourse basis.  That credit was intended to
provide financing to Bear Stearns.  The board also approved the
New York Reserve Bank's recommendation that the credit to
JPMorgan Chase Bank be extended at the rate for discounts and
advances under the primary rate program.

                        March 16 Meeting

The board members took up matters related to the acquisition of
Bear Stearns by JP Morgan Chase and establishment of a primary
securities dealer credit facility.

JPMorgan/Bear Stearns Loan

The minutes disclosed that in connection with the acquisition,
the board directed the New York Reserve Bank to make a non-
recourse loan of up to US$30 billion that would be fully
collateralized by a pool of Bear Stearns assets, if adequate
credit is not available from other banking sources.

The board found that Bear Stearns has a difficulty in meeting
its repayment obligations.  Hence, significant support --
acquisition of the company or an immediate guarantee of its
payment obligations -- was necessary to avoid serious
disruptions to financial markets.

Temporary Exemptions and Capital Requirements

The board granted an 18-month exemption requested by JPMorgan
Chase Bank from certain requirements of Section 23A of the
Federal Reserve Act and the board's Regulation W for certain
extensions of credit or guarantees in connection with the
acquisition.  The amount of the exemption would decrease as
assets of Bear Stearns were sold or matured.  The board
delegated to the director of the Division of Banking Supervision
and Regulation and the General Counsel, in consultation with the
chairman of the Committee on Supervisory and Regulatory Affairs,
authority to make minor modifications in the terms of the
exemption.

The board also granted an 18-month exemption to JPMorgan from a
risk-based and leverage capital requirements for bank holding
companies.  That exemption would allow JPMorgan to exclude
assets and exposures of Bear Stearns from its risk-weighted
assets.  JPMorgan would also be allowed to exclude the assets of
Bear Stearns from the denominator of its tier 1 leverage capital
ratio.  The amount of each exemption would be reduced over time.

New Credit Facility for Primary Securities Dealers

The board authorized the New York Reserve Bank to establish a
facility to extend credit to primary securities dealers.  
Primary securities dealers would be able to access the new
facility through each dealer's clearing bank.  This decision was
based on recent, rapidly changing developments, the board
explained.  These developments demonstrated impairment of a
broad range of financial markets in which primary dealers
finance themselves.

Other Actions

The board particularly approved the reduction in the primary
credit rate from 3-1/2% to 3-1/4%.  In addition, the board
authorized an increase in the maximum maturity of loans under
the primary credit program to 90 days.

A full-text copy of the minutes of meeting on March 14 is
available for free at http://ResearchArchives.com/t/s?2eed

A full-text copy of the minutes of meeting on March 14 is
available for free at http://ResearchArchives.com/t/s?2eee

                      About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- is a leading financial
services firm serving governments, corporations, institutions
and individuals worldwide.  The company's core business lines
include institutional equities, fixed income, investment
banking, global clearing services, asset management, and private
client services.  The company has approximately 14,000 employees
worldwide.

The firm has offices in Atlanta, Boston, Chicago, Dallas,
Denver, Los Angeles, San Francisco and San Juan.  In addition to
London, the firm maintains an international presence with
offices in Beijing, Dublin, Hong Kong, Lugano, Milan, Sao Paulo,
Shanghai, Singapore, and Tokyo.

The TCR-LA reported that Bear Stearns stockholders approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.  Approximately 84% of
shares voted were in favor of the merger,  representing a
substantial majority of Bear Stearns' outstanding common stock.
The Wall Street Journal reports that the value of the
transaction  is about US$1.4 billion, a large difference from
the US$25 billion market capitalization value in early 2007
before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to
receive 0.21753 shares of JPMorgan Chase common stock and Bear
Stearns will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

In December 2007, Fitch Ratings' affirmed its Negative Outlook
for The Bear Stearns Companies Inc. following the announcement
of the company's fiscal year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BRASKEM SA: Launches Four New Ships for Transporting Liquids
------------------------------------------------------------
Braskem S.A. has just inaugurated in Brazilian waters new fleet
of ships for transporting liquids. There are four ships that
will exclusively serve Braskem.  Two of these ships are new,
which guarantees even more quality, efficiency and security in
cargo transportation.  Just in ships for transporting liquids,
such as EDC and Caustic Soda, among other petrochemicals
manufactured in the industrial units, the aggregated capacity
reaches 125 thousand tons of cargo capacity per month.

After a negotiation which lasted over two years, Braskem and
Elcano signed a long term contract which guarantees the maritime
cargo transportation service.  Elcano has extensive experience
in transportation and naval construction around the world.  This
agreement took into consideration the need to enlarge the
capacity of rotation, allowing for the transportation of a
superior volume with higher speed of transposition and in the
seaport operations of loading and unloading.  Besides this, the
partnership had focus on the elevation of the security level in
the transportation of liquid petrochemical products and in
fitting the maritime modal to Braskem's permanent objectives
connected to excellence in service rendering and improvement of
competitiveness.

"With this fleet, Braskem will have important competitive gains
upon joining greater operational control, more security for the
cargo and for the environment, more speed and agility.  This
represents a significant differential of efficiency and cost
reduction.  The Braskem new fleet can be considered a reference
in Brazil," says Isabel Figueiredo, director responsible for
Braskem's Supplies and Logistic.

Of the seven ships that Braskem uses on the Brazilian coast to
transport its products, three are for gases and four for
liquids.  The ships designated to liquids recently arrived in
Brazil, being dedicated exclusively to serve Braskem's demand in
cabotage:

   1. Castillo de Herrera, with capacity for 14 thousand tons of
      cargo;

   2. Castillo de Maceda, also 14 thousand tons;

   3. Castillo de Placencia, 12 thousand tons; and

   4. Castillo de Zafra, 10 thousand tons.

Castillo de Herrera and Castillo de Maceda are the first new
ships to operate in Brazil after a period of 22 years without
any new investments in assets of this size in the Brazilian
merchant marine for the cabotage of liquids, which contributes
to enlarging the quality and trustworthiness in cargo
transportation in the country.  By 2012, the ships Castillo de
Zafra and Castillo de Placencia will be substituted by two new
ones built in a Brazilian shipyard by Elcano, reducing the
average age of the fleet from five to two.

"Logistics is the crucial part in the petrochemical chain. With
a newer, more modern fleet, prepared and qualified, the
productive chain becomes more agile, the clients are served in
an even more efficient manner and we obtain an important
competitive differential in the market, besides offering full
conditions for new business", explains Isabel. "It is an
important investment, since the maritime means of transportation
concentrates 60% of liquid petrochemical transportation and 38%
of gas transportation at Braskem", she completes.

As an example of this modernity in the transportation of
petrochemicals are Castillo de Maceda and its twin, Castillo de
Herrera.  The ships were projected to serve Braskem’s needs and
can transport, besides the company’s liquid products, isoprene
gas, which is an important differential.  There is, also, a
pollution control system and mechanisms for energy and fuel use
reduction.  A double hull and an internal residue absorption
system reinforce the safety against possible leakages.  They are
state-of-art ships, fit to operate at any port in the world with
much efficiency and safety.

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.


GRADIENTE ELETRONICA: Staubs May Give Up Control, Report Says
-------------------------------------------------------------
In answer to reports that the Staub family is not too keen on
giving up control of Gradiente Eletronica S.A., Priscilla Murphy
at Mergermarket cites a source close to management as saying
that the company could sell a controlling stake.  

Eugenio Emilio Staub, currently sitting as the chairman of
Gradiente's board of directors, owns 55.1% of the company.  His
brother, Vice Chairman and EVP Richard Jesse Staub, holds a
17.5% stake.  The Staubs reportedly did not want to sell their
stake in the company resulting in the company failing to find a
recovery solution in the period between October 2007 and April
2008.

According to the Mergermarket report, Gradiente Eletronica
currently is working on finalizing two restructuring plans:

   1. a partnership with a strategic investor; and

   2. re-invention of Gradiente from its own assets.

Mergermarket's unnamed source relates that the first plan would
need up to US$93 million in new investments and the second one
foresees some US$31 million in new money and US$31 million in
debt and noted that one of the plans has a more conventional
business model and the other is more differentiated.

The report further relates that Gradiente Eletronica hired new
financial and legal advisors after it failed to restructure some
US$186 million in debt from October 2007 to April 2008, a period
in which shareholder and turnaround specialist Nelson Bastos
assumed the post of chief executive officer.  

Mr. Bastos' turnaround advisory firm Integra worked with the law
firm Felsberg & Associados to advise Gradiente Eletronica in
talks with creditors, the report relates.  Integra and Felsberg
devised a restructuring plan extending Gradiente Eletronica's
debt over five years, with a grace period of one year.  Eight
important creditors agreed on the deal, but the shareholders
disagreed with advisors on the terms of the deal reached with
creditors, as the deal was too conservative in terms of what
creditors could give and too aggressive in what Gradiente had to
deliver, Mergermarket's source said.

Gradiente Eletronica has sent a draft of a restructuring
agreement to 23 creditors which hold 92.6% of its debt,
Mergermarket says, citing the source.  According to the source,
the proposal is to reschedule the debt over 10 years with a two-
year grace period.  Gradient Eletronica has to wait for the
agreement to go through the internal approval processes of
creditors, including multinationals that need authorization from
management in other nations.

Mergermarket states that creditors may be able to fund the
restructuring operation with Brazil's national development bank
Banco Nacional de Desenvolvimento Economico e Social SA, as long
as they ensure the institution's loan to Gradiente Eletronica,
"a credit line that would be available up to the total amount of
the outstanding debt".  Banco Nacional's support would have the
same structure as the loan given to silos and warehousing
equipment maker Kepler Weber, which restructured in 2007 some
US$198 million in debt with a Banco Nacion loan guaranteed by
the creditors.

"For both of the [restructuring] plans, the company managed to
develop a solution to obtain BNDES [Banco Nacional] support that
is in line with the bank's rules.  Given the critical situation
the company is going through, it [a conventional loan to
Gradiente] is a tight-spot for a government-owned institution
and wouldn't pass the bank's credit committee.  Then they
arrived at this Kepler Weber solution, in which BNDES will carry
no Gradiente risk," Mergermarket quoted the source.

Mergermarket's source said that Gradiente Eletronica will
intensify talks with potential investors after concluding
creditors' agreements in July 2008 and added that creditors
would give the company just until Dec. 31, to implement one of
the two business plans.  The source expects the company to be to
be back in full operations in the last quarter of the year.

                    About Gradiente Eletronica

Headquartered in Manaus, Brazil, Gradiente Eletronica S.A. --
http://www.gradiente.com-- divides its activities between two
interrelated areas: Multimedia and Telecommunications.  The
Multimedia line offers audio and video equipment, such as
televisions, stereo systems, videocassette recorders, digital
video disc (DVD) players, projectors, plasma displays, equipment
for pay television via satellite (such as digital home satellite
systems, digital satellite decoders and satellite antennas), and
desktop computers.  The Telecommunications line offers cell
phones and accessories, as well as Cellular Travel (cell phone
rental for domestic and international use).  The company has an
industrial plant in Manaus, a distribution center in Tambore, a
commercial office in Shenzhen and the head office in Sao Paulo.


Gradiente Eletronica's financial troubles began in 2006 when it
decided to leverage itself anticipating strong demand during the
Fifa Soccer World Cup.  It had tripled in size in the three
previous years, reaching US$870 million in sales in 2006.  
However, there was a strong decline in prices and the sales
volumes failed to meet expectations.  The company was leveraged
and never had a strong capital structure.  The company delayed
the release of its 2006 balance sheet due to disagreements with
auditors, faced a credit squeeze from banks and has failed to
publish financial results since.  The management will release
the 2007 financial statements in July 2008.  The firm's
headquarters in Sao Paulo have been reduced from four-and-a-half
floors to two in the same office building.  However, Gradiente
Eletronica's management believes negotiations will avoid the
requests for bankruptcy protection from creditors.  


KRATON POLYMERS: Refinancing Plan Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service's ratings for Kraton Polymers LLC
(B2 corporate family rating) remain under review as the company
has disclosed their intent to explore refinancing options
to improve financial flexibility.  If successful such a
refinancing could improve the near term liquidity and covenant
pressures Moody's believes are associated with Kraton's current
credit facilities.

Still, any gain in flexibility comes with a cost of much higher
cash interest expense that, absent pricing efforts to improve
margins, will further depress cash flows and weaken credit
metrics.  The B2 CFR also reflects the expectation of weaker
performance going forward despite recent success garnering price
increases in many product offerings.  

Even with this success Moody's currently projects negative free
cash flow generation in both 2008 and 2009.  All ratings will
remain under review for possible downgrade until the proposed
refinancing is successfully completed.  Failure to successfully
complete the refinancing over the intermediate term could result
in multi-notch rating downgrades.

Moody's will monitor the company's efforts in improving its
financial flexibility and successfully raising prices to offset
the rapid rise in raw material costs.

This report follows the lowering of the CFR to B2 from B1 on
April 2, 2008 due to poor performance and liquidity concerns.  
At that time, management disclosed that it was in receipt of
funds from its sponsor that allowed the firm to successfully
cure a prospective default in the financial covenants on its
credit facilities for the year-end 2007 compliance test.

While the willingness of the sponsors to work with management to
provide funds to cure a covenant breech was a positive for
Kraton's liquidity, the need for such a cure, reflecting
weakness in the ability to generate cash flow to meet covenants,
was a key credit concern.

Moreover, Kraton's and the industry's margins have been
adversely affected by unusually rapid and ongoing increases in
raw material prices and the historic difficulty in raising
product prices in large enough increments to offset these
increases.  Moody's also has concerns over Kraton's ability to
maintain volumes in the face of weakening consumer demand given
the expected downturn in the North American economy, which
Moody's feels may be prolonged.

Continued margin weakness could cause free cash flow from
operations over the next 18 months to remain negative.  For all
of 2007, Kraton's cost of goods sold per metric ton increased 9%
and only 41% of these higher costs were passed on to customers.  
Unit costs rose by 7% year-over-year for the quarter ended March
31, 2008.

Moody's recognizes the pricing improvement in the first half of
2008 year-over-year in terms of gross profit and EBITDA but
feels that there may be further pressure over the next six
quarters that will keep credit metrics weak.

Based in Houston, Texas, Kraton Polymers LLC --
http://www.kraton.com/-- produces styrenic block copolymers.
SBCs are highly-engineered thermoplastic elastomers, which
enhance the performance of numerous products by delivering a
variety of attributes, including greater flexibility,
resilience, strength, durability and processability.  Kraton
polymers are used in a wide range of applications including
adhesives, coatings, consumer and personal care products,
sealants, lubricants, medical, packaging, automotive, paving,
roofing, and footwear products.  Kraton has the leading position
in nearly all of its core markets and is the only producer of
SBCs with global manufacturing capability.  Its production
facilities are located in the United States, Germany, France,
The Netherlands, Brazil, and Japan.


PARANA BANCO: S&P Assigns B+ Debt Rating to US$100 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B+'
foreign-currency debt rating to US$100 million in unsecured,
unsubordinated, three-year notes of Parana Banco S.A. (global
scale: B+/Stable/B, Brazil national scale: brBBB+/Stable/--), to
be issued through its principal office in Brazil.
     
"The ratings on Parana reflect the bank's challenge to further
diversify its funding base and become less dependent on the
group's resources, and the potential margin pressures in the
medium to long term that could affect profitability," said S&P's
credit analyst Ricardo Brito.
     
The bank is still challenged to increase scale while maintaining
adequate asset quality.  The long track record in its niche
market, good profitability, adequate operating efficiency,
ability to increase its credit portfolio despite competition,
and good asset quality ratios partially offset these risks.
     
Parana Banco's main niche is payroll discount lending, which
represents 92% of the bank's loan portfolio, serving primarily
public-sector employees.  The bank is challenged to increase its
position in its niche market, facing strong competition in a
scenario of pressured margins.  This makes scale key to
sustaining a good business and financial profile.
     
The bank's June 2007 IPO brought additional resources that aided
its growth strategy and allowed the bank to access other
institutional investors, improving its deposit growth.  From
March 2007 to March 2008, total deposits grew 41% and
represented 76% of total funding.  Also, the bank was able to
access alternative funding sources.  Securitization funds have
become an important source of funding for Parana Banco and
represented 23% of total funding in March 2008.  Even with these
improvements, the bank's main challenge is to keep increasing
and diversifying its funding base to support its loan portfolio
growth.
     
The bank's profitability is good, with an adjusted return on
assets of 5.1% in March 2008.  Its ability to generate low-risk,
high-margin payroll discount lending and its lean and efficient
structure support this.  Although pressure on its net interest
margin should continue, the bank's ability to expand its credit
operations with adequate risk management while keeping its costs
under control will be important to sustaining its core
profitability.
     
Asset quality ratios are adequate, with nonperforming loans kept
at manageable levels.  Nonperforming loans to total loans stood
at 2.9% as of March 2008, which S&P considers adequate given the
bank's risk profile.  Net charge-offs have remained low as well,
reaching 1.8% in the same period.  These asset quality
indicators reflect the nature of payroll discount loans to
public employees.

Ratings List:

  -- Counterparty Credit Rating
  -- Global Scale                               B+/Stable/B
  -- Brazil National Scale                      brBBB+/Stable/--

New Rating:

  -- US$100 mil unsecd unsubord notes due 2011     B+

Headquartered in Curitiba, Brazil, Parana Banco --
http://www.paranabanco.com.br/-- is a niche bank in the segment  
of payroll discount lending, primarily to public-sector
employees with adjusted assets of BRL1.9 billion (US$1.1
billion) as of March 2008.  The bank is a relevant part of a
broader conglomerate (J. Malucelli), with operations in
different sectors and concentrated in the South of Brazil.  
Standard & Poor's does not assign ratings to any company in the
J. Malucelli group, and the ratings assigned to the bank do not
incorporate potential support from shareholders.


SMITHFIELD FOODS: S&P Cuts Corporate Credit Rating to BB-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'BB+'.

At the same time, S&P's assigned a '1' recovery rating to
Smithfield Foods' senior secured notes, indicating expectations
of very high (90%-100%) recovery in the event of a payment
default.  The issue-level rating on the secured notes remains at
'BB+'.

In addition, S&P's lowered the ratings on the company's senior
unsecured notes to 'BB-' from 'BB' and assigned a '4' recovery
rating, indicating the expectation of average (30%-50%) recovery
in the event of a payment default.

The ratings remain on CreditWatch with negative implications
where they were placed on Dec. 3, 2007.  Smithfield Foods had
about US$4.2 billion of debt at April 27, 2008.

The downgrade reflects weak credit metrics for the rating and
S&P's expectation that credit measures will not rebound to more
appropriate levels in the near term.  In S&P's view, Smithfield
Foods faces a challenging operating environment in its hog
production segment through much of fiscal 2009 due to higher
feed costs and soft hog prices.

The ratings remain on CreditWatch pending the completion of the
divestiture of the company's beef segment to JBS S.A.  S&P's
expect that this transaction will close in the early fall and
that proceeds from the transaction will be used to repay debt.  
The ratings would likely be affirmed.  However, if this deal is
not completed, S&P's would re-evaluate Smithfield Foods'
financial profile and would expect that the rating would not be
lowered by more than one notch.

Smithfield Foods, Inc., (NYSE: SFD) --
http://www.smithfieldfoods.com-- headquartered in Smithfield,
Virginia, is the largest vertically integrated producer and
marketer of fresh pork and processed meat in the US and has
operating subsidiaries and joint ventures in France, Poland,
Romania, the U.K., Brazil, Mexico, and China.


SPECTRUM BRANDS: Pet Biz Sale Fails to Get Sr. Lenders' Consent
---------------------------------------------------------------
Spectrum Brands Inc. disclosed that it has not been successful
in its attempt to secure the consent of its senior lenders
necessary to complete the sale of its pet supply business.

On May 21, 2008, the company had signed a definitive purchase
agreement with Salton Inc. and its subsidiary, Applica Pet
Products LLC, for the sale of the company's global pet business.
Receipt of consent from its senior lenders is a condition to the
completion of the sale.

The company continues to believe that the sale of its global pet
business to Salton Inc. and its subsidiary, Applica Pet, upon
the negotiated terms is in the best interests of the company and
its shareholders, well as its other constituencies.  

The definitive purchase agreement continues in full force and
effect, and the company intends to comply with its obligations
thereunder in order to satisfy the conditions necessary to
consummate the sale of its global pet supply business.

                       About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP)
-- http://www.saltoninc.com/-- designs, markets and distributes  
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care
and wellness products.

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of      
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.

                         *     *     *

As disclosed in the Troubled Company Reporter-Latin America on
May 26, 2008, Moody's Investors Service placed the Caa1
corporate family rating and Caa1 probability of default rating
of Spectrum Brands under review following the announcement that
Spectrum has entered into a definitive agreement to sell its
Global Pet business to Applica Pet Products, a subsidiary of
Salton, Inc., for over US$900 million.

As reported in the TCR-LA on May 26, 2008, following the
announcement that Spectrum Brands has signed a definitive
agreement with Salton, Inc. for the sale of its Global Pet
Business for approximately US$692.5 million in cash and an
aggregate principal amount of Spectrum's subordinated debt
securities equal to US$222.5 million, Fitch affirms Spectrum
Brands, Inc. ratings as Issuer Default Rating at 'CCC'; US$1
billion term loan B at 'B/RR1'; US$225 million ABL at 'B/RR1';
EUR350 million term loan at 'B/RR1'; US$700 million 7.4% senior
sub note at 'CCC-/RR5'; US$2.9 million 8.5% senior sub note at
'CCC-/RR5'; and US$347 million 11.25% variable rate toggle
senior sub note at 'CCC-/RR5'.  The Rating Outlook is
Negative.

Standard & Poor's Ratings Services placed its ratings on
Atlanta-based Spectrum Brands Inc., including the 'CCC+' long-
term corporate credit rating, on CreditWatch with positive
implications.  The CreditWatch status indicates that S&P could
either raise or affirm the ratings following the completion of
its review.  Approximately US$2.6 billion of debt was
outstanding as of March 30, 2008.  


TAM SA: Increases Operating Fleet With Two Airbus 320s
------------------------------------------------------
TAM S.A. has added two more Airbus A320s, capable of carrying up
to 174 passengers, to its operating fleet.  With these two
A320s, TAM now has a fleet in operation consisting of 108
aircraft, made up of 105 Airbus models (15 A319s, 73 A320s, 3
A321s, 12 A330s and 2 A340s) and 3 MD-11s.  From the start of
2008, the company began to operate on the domestic market with a
fleet made up exclusively of Airbus aircraft.

TAM has a consistent and flexible long-term fleet plan to
sustain expansion in the international and domestic markets.  
The company plans to end 2008 with 123 aircraft. The forecast
for the end of 2012 is 147 planes in operation.

Used on TAM's domestic routes and South American destinations,
the A320s are among the most comfortable aircraft operating
within Brazil in their category.  All of TAM's aircraft are
equipped with the best and most advanced equipment options and
software offered by the manufacturer, making the fleet one of
the most advanced in the world.

To sustain its international network expansion, TAM will receive
two Airbus A330 aircraft by the end of the year.  In the second
half of the year the company will also begin to receive four
Boeing 777-300 ERs, which will replace the MD-11 aircraft used
on long-haul routes.  Additionally, TAM intends to introduce two
Boeing 767-300s in to its fleet in the next few months in order
to take advantage of the growth opportunities in the
international market.

TAM S.A. currently -- http://www.tam.com.br/-- has business
agreements with the regional airlines Pantanal, Passaredo, Total
and Trip.  As of Jan. 14, the daily flight on the Corumba --
Campo Grande route in Mato Grosso do Sul began to be operated by
a partnership with Trip.  With the expansion of the agreement
with NHT, TAM will now be serving 82 destinations in Brazil, 45
of which with its own flights.  In addition, the company is
strengthening its presence in Rio Grande do Sul and Santa
Catarina.

The company's international operations include direct flights to
17 destinations: New York and Miami (USA), Paris (France),
London (England), Milan (Italy), Frankfurt (Germany), Madrid
(Spain), Buenos Aires and Cordoba (Argentina), Santiago (Chile),
Caracas (Venezuela), Montevideo and Punta del Este (Uruguay),
AsunciOn and Ciudad del Este (Paraguay), and Santa Cruz de
la Sierra and Cochabamba (Bolivia)

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 27, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based airline
TAM S.A.  S&P said the outlook is stable.

On July 23, 2007, Fitch Ratings affirmed the 'BB' foreign
currency and local currency Issuer Default Ratings of TAM S.A.
Fitch has also affirmed the 'BB' rating of its US$300 million of
senior unsecured notes due 2017 as well as the company's
'A+(bra)' national scale rating and for its first debentures
issuance (BRL500 million).  Fitch's rating outlook is stable.



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

AL JERNAAS 2: Proofs of Claim Filing Deadline Is July 7
-------------------------------------------------------
Al Jernaas 2 Ltd.'s creditors have until July 7, 2008, to prove
their claims to Sylvia Lewis and Isabel Mason, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Al Jernaas' shareholder decided on May 2, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


AL JERNAAS 2: Will Hold Final Shareholders Meeting on July 7
------------------------------------------------------------
Al Jernaas 2 Ltd. will hold its final shareholders meeting on
July 7, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

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

The liquidators can be reached at:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF LIMITED: Deadline for Proofs of Claim Filing Is July 7
------------------------------------------------------------
Saduf Limited's creditors have until July 7, 2008, to prove
their claims to Sylvia Lewis and Isabel Mason, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Saduf's shareholder decided 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:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF LIMITED: Holds Final Shareholders Meeting on July 7
---------------------------------------------------------
Saduf Limited will hold its final shareholders meeting on
July 7, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Saduf's shareholder 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:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF THREE: Deadline for Claims Filing Is Until July 7
-------------------------------------------------------
Saduf Three's creditors have until July 7, 2008, to prove their
claims to Sylvia Lewis and Isabel Mason, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Saduf Three's shareholder decided 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:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF THREE: Holding Final Shareholders Meeting on July 7
---------------------------------------------------------
Saduf Three Ltd. will hold its final shareholders meeting on
July 7, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Saduf Three's shareholder 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:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF Four: Deadline for Proofs of Claim Filing Is July 7
---------------------------------------------------------
Saduf Four's creditors have until July 7, 2008, to prove their
claims to Sylvia Lewis and Isabel Mason, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Saduf Four's shareholder decided on May 2, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF FOUR: Will Hold Final Shareholders Meeting on July 7
----------------------------------------------------------
Saduf Four Ltd. will hold its final shareholders meeting on
July 7, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

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

The liquidators can be reached at:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


SADUF SIX: Is Holding Final Shareholders Meeting on July 7
----------------------------------------------------------
Saduf Six Ltd. will hold its final shareholders meeting on
July 7, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and

   2) authorizing the liquidator of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.
  
Saduf Six's shareholder agreed on May 6, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Sylvia Lewis and Isabel Mason
                 P.O. Box 1109, Grand Cayman,
                 Cayman Islands
                 Telephone: 345 949-7755
                 Fax: 345 949-7634


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

EMPRESA ELECTRICA: S&P's Pos. Outlook Reflects Good Cash Flow
-------------------------------------------------------------
The ratings on Empresa Electrica del Norte Grande S.A. (Edelnor)
mainly reflect its volatile cash flow generation and market
environment in which the company operates -- partly resulting
from high natural gas shortages and volatile diesel oil prices.
These weaknesses are mainly offset by the company's diversified
generation base (mainly coal and natural gas), adequate
commercial strategy, expected stabilization of its cash flow
generation in the 2008-2012 period and high cash reserves, which
are expected to provide adequate protection to its financial
obligations.

Empresa Electrica operates in Chile's Northern Interconnected
System (SING), where about 60% (or about 2,100 MW) of the nearly
3,600 MW of total installed generation capacity depends on
natural gas imported from Argentina.  The SING has been facing
rising natural-gas supply shortages since 2004, when the
Argentine government started to restrict the exports due to the
strong domestic demand and stagnated natural-gas production.
This situation has strongly deteriorated since 2007, which is
evidenced by very little natural gas available (less than 0.5
million cubic meters per day) to produce power in the SING.
Thus, the system's available generation capacity is reduced,
although now a great part of natural gas-fired capacity can run
on diesel oil, but at a much higher variable cost.  In addition,
AES Gener's 643MW gas fired plant in Argentina can only deliver
a small portion of its power generation capacity to the Chilean
SING due to regulatory restrictions imposed by the Argentine
government.  In that scenario, SING's total available generation
capacity reaches about 2,500 MW to 3,000 MW, which mainly
includes coal and natural gas-fired units, mainly running on
diesel oil.  While coal fired capacity reaches around 1,200MW,
peak demand reached around 1,700 MW in 2007, indicating the
system's diesel oil high usage.  This situation has triggered a
significant increase in spot and contracted prices in the SING
since 2007.

In that context, Edelnor benefits from its diverse power
generation base (47% coal, 35% natural gas, which can run on
diesel, and the remaining 18% diesel, fuel oil, and hydro),
which represents a competitive advantage because it grants the
company higher supply reliability than that of its highly
natural gas-fired peers, and from the high market prices for
power.  The availability of its coal-fired generation units (341
MW), the relatively high contracted sale prices and the
possibility to pass through higher costs to its contracted
customers when burning diesel allowed the company to define a
favorable commercial strategy for the 2008-2012 period.  
However, it has to apply a portion of its cash flow to serve its
ship-or-pay agreements for natural gas transportation with the
Gasoducto Norandino pipeline, even when no gas is available.  
Nevertheless, it recovers part of those costs through dividends
received from its 21% equity stake in the pipeline.  Overall,
S&P expects the company's commercial strategy to stabilize its
cash flow generation at adequate levels in the 2008-2012 period
when compared to its debt amortization schedule.

Despite higher fuel costs (mainly diesel related) in 2007, the
company's cash flow generation significantly improved mainly due
to the increased contracted and spot prices.  As a result,
adjusted funds from operations (FFO) interest coverage and
adjusted FFO to average total debt jumped to 11.7 and 51.3%,
respectively, in 2007, from 3.2 and 8.4% in 2006.  Adjusted FFO
to total debt includes cash flows from Edelnor's 21%-owned
Norandino pipeline and a US$45.8 million debt with shareholders.
S&P expects these ratios to remain above 4.0 and 20%,
respectively, in the 2008-2012 period.

                           Liquidity

The company enjoys a good liquidity, mainly reflecting its high
cash reserves, smooth debt maturities, and low investment needs,
partly offset by its weak financial flexibility.  As of March
31, 2008, the company had a high US$72.8 million in cash and
short-term investments, and US$22.6 million in short-term
financial debt.  In May 2005, Edelnor repurchased 12.1% of its
US$217.6 million debt certificates and reduced total debt with
third parties to a nominal value of US$191 million.  In
addition, during March and April 2008, the company repurchased
an extra 12.1% of debt certificates and reduced total debt with
third parties to a nominal value of US$165 million.  The
outstanding debt is due in 20 semiannual equal installments
starting in May 2008.  In addition, it has a US$45.8 million
debt with its parent, Inversiones Mejillones, which is also due
in 20 semiannual equal installments, also starting in May 2008.

Its weak financial flexibility mainly results from its
historically volatile cash flow generation and certain
restrictions on incurring additional debt due to the terms and
conditions of the company's debt.  The company is obliged to
maintain a minimum liquidity level of US$15 million, although
this amount decreases to US$4 million in light of an US$11
million credit line granted by parent Inversiones Mejillones.  
S&P expects to make no significant capital expenditures and to
distribute no more than 50% of earnings in dividends in the next
five years.  The company is in compliance with its financial

                            Outlook

The positive outlook reflects the company's improving cash flow
generation, high cash reserves, smooth debt maturity profile,
and S&P's expectations that the company's adjusted FFO interest
coverage and adjusted FFO to average total debt will remain
above 4.0 and 20%, respectively, in the 2008-2012 period.  The
ratings would be raised if Edelnor reduces its cash flow
volatility, maintains adequate debt service coverage ratios and
cash reserves, and improves its financial flexibility. However,
the ratings could be lowered if the company's liquidity and cash
flow generation significantly deteriorate, which could result
from a potential unavailability of its coal-fired generation
units for a relatively long period of time.

Edelnor owns and operates generation facilities with a total
capacity of 688 MW, leases another 29 MW of diesel units, and
commercializes 3 MW of a hydraulic plant.  The company also owns
about 1,056 kilometers of transmission lines.  A Chilean holding
company, Inversiones Mejillones S.A., owns 82.34% of Edelnor.  
Another Chilean holding company, Inversiones Tocopilla Ltda.,
owns 65.2% of Inversiones Mejillones, and Chilean copper
producer, Corporacion Nacional del Cobre de Chile (Codelco;
A/Stable/--), owns the remainder.  Belgium's Suez-Tractebel S.A.
owns 51% of Inversiones Tocopilla, and Codelco owns the
remainder.

Heaquartered in Chile, Empresa Electrica Del Norte Grande S.A.
(aka Edelnor) -- http://www.edelnor.cl/-- is principally
engaged in the generation, transportation, distribution and
supply of electricity.  Edelnor is also engaged in the purchase,
transportation and sale of all types of fuel: liquid, solid and
gaseous.  The company offers advising services in engineering
and management, as well as maintenance and repair of electronic
systems.



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

GRAN TIERRA: Completes Popa-2 Exploration Drilling in Colombia
--------------------------------------------------------------
Gran Tierra Energy Inc. has successfully drilled the Popa-2
exploration well in the Rio Magdalena Block in central Colombia,
and was preparing to initiate well testing operations.

Gran Tierra Energy initiated drilling of the Popa-2 exploration
well in the Rio Magdalena Block in the Middle Magdalena Basin,
on May 8, 2008, and reached total measured depth of 8,646 feet
in basement on June 21, 2008.  Electric logs have been run and
preparations are being made to run a 7 inch liner into the
wellbore and then initiate drill stem testing operations.  The
company expects testing operations to take approximately two
weeks and to be completed by mid-July.

Gran Tierra Energy encountered oil and gas shows during drilling
in sandstones in the Cretaceous Monserrate Formation, the
primary reservoir target in the Popa prospect, and in the
underlying basement.  Electric log interpretations together with
mudlog and the shows encountered during drilling indicate
potential net hydrocarbon pay of approximately 80 feet has been
penetrated by the wellbore in the Monserrate Formation.

Popa-2 was drilled 2,035 meters from a non-commercial oil
discovery made by Gran Tierra Energy in 2006 at Popa-1, which
tested approximately 160 barrels of oil per day.  The company
acquired a new 89 kilometer 2-D seismic program after the
initial discovery, and used it to pick the location of Popa-2.

Gran Tierra Energy, with a 100% working interest, is the
operator of the 144,670 acre Rio Magdalena Block.  Under the
terms of a recently completed farm-in agreement, Omega Energy
Colombia will earn a 60% share of the company's interest by
paying 100% of the costs associated with drilling, testing and
completing the Popa-2 well.  In the event of a commercial
discovery, Ecopetrol S.A. has a right to back in for a 30%
working interest, to be split proportionally between Gran Tierra
Energy and Omega Energy Colombia.

Commenting on progress, Gran Tierra Energy Inc. President and
Chief Executive Officer, Dana Coffield stated, "Preliminary
results from Popa-2 are very exciting, building on the knowledge
acquired from the drilling of Popa-1 and the new 2-D seismic
data that we have acquired since then.  Testing of Popa-2 will
determine the potential of this prospect and, if successful,
will confirm a new exploration play on our lands in Colombia."

                    About Gran Tierra Energy

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

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

                     Successive Net Losses

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

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


TRANSTEL INTERMEDIA: Fitch Holds 'C' ID & US$170MM Notes Ratings
----------------------------------------------------------------
Fitch Ratings has taken these rating actions for Transtel
Intermedia S.A. as:

  -- Foreign currency issuer default rating affirmed at 'C';
  -- Local currency issuer default rating affirmed at 'C';
  -- US$170 million senior notes due 2016 affirmed at 'C/RR4'.

All ratings are removed from rating watch negative.  The rating
outlook is stable.

The rating action reflects the completion of the payment of the
coupon of the US$170 million notes due 2016 within the 30-day
cure period that was due in June 1, 2008 and was partially paid
at that time.  The 'C' rating reflects concerns that cash flow
is expected to be tight to meet payment of the next coupon on
the US$170 million notes along with the maturity of the old
bonds in December 2008 as liquidity remains low and cash flow
weak.  Fitch will continue to monitor the company's capacity to
meet its financial obligations and revaluating the ratings.

Headquartered in Cali, Colombia, Transtel Intermedia, S.A. is a
subsidiary of Transtel SA.  The company controls and operates
seven telephone systems and one cable system serving residential
and commercial subscribers in ten cities including Cali and its
metropolitan area, the municipalities of Popayan and Jamundi.  
It offers local telephone, data, Internet and to a lesser extent
pay television services.  As of March 31, 2008, the company had
over 228,746 lines in service, 38,850 Internet subscribers
including 21,408 broadband users and 12,600 pay television
subscribers.  Revenues and EBITDA for the latest 12 months ended
March 31, 2008, amounted to approximately US$52 million and
US$35 million respectively.



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

BLUE WATER: Court Approves Asset Bidding Procedures
---------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan approved the bidding procedures to govern the sale
of substantially all of the assets of Blue Water Automotive
Systems Inc. and its debtor-affiliates to NYX, Inc., or to any
other successful bidder.

Deadline for submission of alternative bids was not later than
5:00 p.m. on June 30, 2008.  Upon receipt of more than two
bids, an auction will be conducted on July 1.  If no alternative
qualified bid is received, the Court will consider approval of
the NYX sale purchase agreement on July 8.  Objections to the
sale are due July 3.  

The Debtors will file a preliminary purchase allocation analysis
of the APA by June 30 and file an updated version on July 3.

The Court also approved payment of the Termination Fee to NYX,
provided that the Termination Fee is payable from the proceeds
of an alternative sale if:

  (i) the conditions to NYX's obligations under the APA are
      satisfied and the APA has not been terminated by NYX prior
      to July 1; and

(ii) the In-formula Loans are paid in full or Citizens Bank
      elects in writing to accept less than full payment in
      satisfaction of the In-formula loans or agrees to
      alternative repayment terms in satisfaction of the
      In-formula Loans, subject to the NYX Entity's written
      consent.

The Debtors is serving a list of executory contracts they intend
to assume under the Plan, and the cure amounts, if any, to each
party of any Assigned Contract.  Objections to proposed cure
costs are due July 3.

The Court overruled any objections to the Bidding Procedures
that have not been withdrawn, waived, resolved or settled and
all reservations of rights.  The Court reserved the objections,
raised against the alternative sale under Section 363 of the
Bankruptcy Code or the Plan, for the Confirmation Hearing and
the Sale Hearing.

Milacron Marketing Company objected to the proposed sale of the
Debtors' assets and reserved its rights with respect to any sale
terms, any evaluation of the injection molding machine the
Debtors bought from Milacron, or any distribution of sale
proceeds, which fails to recognize Milacron's purchase money
security interest in the Machine.  Milacron told The Court
that the Debtors owe it US$191,664 for the Machine.

Based in Livonia, Michigan, NYX Inc. -- http://www.nyxinc.com/
-- provides interior and underhood solutions  to clients in the
automotive industry, including General Motors Corp, Ford Motor
Company, Chrysler, and Delphi Corp.  Its production facilities
are located throughout the Metro Detroit area; Shreveport,
Lousiana; Windsor, Canada and Lobelville, Tennessee.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 20, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BLUE WATER: Plan Confirmation Hearing Adjourned to July 8
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan adjourned the hearing to consider confirmation
of the Joint Plan of Liquidation of Blue Water Automotive
Systems Inc. and its debtor-affiliates to July 8, 2008.  
Deadline to submit ballots and Plan objections is extended until
July 3, 2008.

The Court, in a separate order, directed the Debtors, CIT
Group/Equipment Financing, Inc., and CIT Capital USA, Inc., Ford
Motor Company, the Official Committee of Unsecured Creditors,
and a representative of NYX, Inc., to attend a facilitation
before Judge Phillip J. Shefferly and submit separate statements
regarding their stand about the Debtors' Chapter 11 cases.

The Court said a facilitation would be useful to help resolve
issues between certain parties in the Debtors' Chapter 11 cases.

                    Committee's Statement

The Creditors' Committee told the Court that its problem in
the Debtors' Chapter 11 cases is that the customers --
especially Ford Motor Company, General Motors Corp., and
Chrysler LLC -- have, in effect, been running the bankruptcy
cases for their own benefit and simply cherry picking the
expenses they want paid.  "The Customers are not creditors of
the estate and they should not be given the opportunity to run
the Debtors' cases solely and exclusively for the purposes of
effectuating a sale that they approve based upon expenses that
are selectively paid," the Committee complained.

The Committee said that it supports the concept of a sale but
only if the sale is done within a confirmed plan of
organization, which would allow for all Section 503(b)(9) Claims
to be paid and which would set up the creditors' trust with all
remaining assets, including avoidance actions.  To allow a sale
and then convert to Chapter 7 is simply not fair to the
constituencies, the Committee averred.

The Committee told the Court that equity in Chapter 11 means
that those who benefit from the Chapter 11 case must be willing
to share the burden with those who are being shut out from the
process.

                Plan Confirmation Objections

A. United Steelworkers

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, complains that it is unclear from the text of the
Debtors' Joint Plan of Liquidation whether the Debtors
acknowledge that to reject a collective bargaining agreement
they need to comply with Section 1113 of the Bankruptcy Code.

The United Steelworkers represents 130 of the Debtors' employees
and is a party to a collective bargaining agreement, which will
expire on Sept. 15, 2008.

Accordingly, USW asserts that the Plan be modified to provide
that:

  (a) any application filed to reject any collective bargaining
      agreement be made pursuant to Section 1113; and

  (b) that any labor organization, as the authorized
      representative for purposes of Section 1113, will be
      deemed to have preserved all substantive, procedural, and
      other objections to any Section 1113 application.

B. H.S. Die & Engineering

H.S. Die & Engineering, Inc., objects to the confirmation of the
Debtors' Plan of Liquidation because the Plan fails to comply
with Section 365(b) of the Bankruptcy Code, which requires that
any defaults in an executory contract that will be assumed by a
debtor must be cured on the effective date of the plan or
promptly cured thereafter.  However, H.S. Die complains that the
Plan provides that the cure will occur as soon as "practicable,"
which impermissibly varies the statutory requirement of prompt
cure.

H.S. Die asserts that through the Plan, the Debtors are
attempting to reserve their right to revisit decisions to assume
or reject executory contracts and unexpired leases after the
confirmation of the Plan.  "It is contrary to Sections
1123(b)(2) and 365(b)(1) because the Debtors are improperly
attempting to extend the time to assume or reject and provide
cure and adequate assurance of future performance under assumed
contracts and leases."

The Plan, H.S. Die notes, impermissibly classifies its allowed
secured claim as presumably a general unsecured claim.  Not only
has the Plan discriminates unfairly against H.S. Die, the Claim
is improperly treated as an unsecured claim notwithstanding the
fact that the Claim is an allowed secured claim that is
evidenced by proper perfection under the Michigan tooling lien
statutes.

Thus, H.S. Die asks the Court to deny confirmation of the
Debtors' Plan.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 20, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


CEMEX SAB: Files Form 20-F Annual Report for Fiscal Year 2007
-------------------------------------------------------------
Cemex, S.A.B. de C.V., has filed its annual report for fiscal
year 2007 in Form 20-F with the United States Securities and
Exchange Commission, as well as its annual report with the
Comision Nacional Bancaria y de Valores, the Mexican securities
authority.  

The annual report in Form 20-F may be viewed at company's
website, http://www.cemex.com,where shareholders may also view  
instructions for receiving a hard copy of the company's complete
audited financial statements free of charge upon request.

Headquartered in Mexico, CEMEX S.A.B. de C.V. --
http://www.cemex.com/-- is a growing global building solutions   
company that provides high quality products and reliable service
to customers and communities in more than 50 countries
throughout the world, including Argentina, Colombia and
Venezuela.  Commemorating its 100th anniversary in 2006, CEMEX
has a rich history of improving the well-being of those it
serves through its efforts to pursue innovative industry
solutions and efficiency advancements and to promote a
sustainable future.

                        *     *     *

On May 30, 2005, Moody's Investors Service revised the
ratings outlook on Cemex S.A. de C.V.'s Ba1 ratings to positive
from stable.  Ratings affected include the company's Ba1 ratings
on approximately US$110 million in senior unsecured Euro notes
and its senior implied rating.


CLEAR CHANNEL: Banks Face Hurdle in Sale of US$3BB Buyout Loan
--------------------------------------------------------------
The Deal's Vipal Monga reports that underwriters couldn't easily
sell a US$3 billion tranche of about US$15 billion in leveraged
loans to fund a merger acquisition of Clear Channel
Communications Inc. by Thomas H. Lee Partners LP and Bain
Capital LLC.  According to The Deal, the weak market and worries
over the disposal of the other US$12 billion loans caused the
slug.

The Troubled Company Reporter-Latin America said on June 2,
2008, that Clear Channel's amended US$17.9 billion merger
agreement with entities formed by private equity funds sponsored
by Bain Capital Partners LLC and Thomas H. Lee Partners LP was
fully funded in escrow with The Bank of New York.  The escrow
fund was created within a three-way settlement between the
company, the transaction's financial sponsors and the banks.  

The TCR reported that Clear Channel continues to expect the
transaction to close by the end of the third quarter.  Under the
terms of the amended agreement, Clear Channel shareholders will
receive US$36.00 in cash or stock for each share they own.

The pending merger acquisition is valued at about US$23 billion,
The Deal says.

A banker involved in the deal was quoted by The Deal as saying
that "[t]he overhang is a big issue."

The underwriters include Citigroup Inc., Deutsche Bank AG,
Morgan Stanley, Credit Suisse Group, Royal Bank of Scotland
Group plc and Wachovia Corp., The Deal relates.  The banks,
according to The Deal, are pursuing to price the US$3 billion
tranche of loans at 90% of par.  However, offers received for
the loans were much lower, which implies little demand, The Deal
says.

The Deal notes that banks have already persuaded to lower the
buyout price of Clear Channel from US$25 billion to US$23
billion.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand. As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed
for sale and a leading national radio network operating in the
United States.

                         *     *     *

As reported by the Troubled Company Reporter-Latin America on
June 23, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Clear Channel Communications to 'B'
from 'B+' based on the proposed financing of the company's
pending leveraged buyout by the private equity group co-led by
Thomas H. Lee Partners L.P. and Bain Capital Partners LLC.  
At the same time, S&P removed all the ratings from CreditWatch,
where they had been placed with negative implications on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value,
including a possible sale of the company.  The outlook is
stable.

S&P further assigned its 'B' bank loan rating and '3' recovery
rating on Clear Channel's US$16.1 billion of new senior secured
credit facilities.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery of principal
and pre-petition interest in the event of a payment default.
S&P also assigned its 'CCC+' rating on the company's
US$2.3 billion of new senior unsecured notes, with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery in the event of a payment default.
   
At the same time, S&P lowered its rating on the company's US$5.1
billion of existing senior unsecured notes to 'CCC+' from 'B-'
and assigned a recovery rating of '6' on these issues.
The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.   S&P lowered the
rating on Clear Channel's existing US$750 million of 7.65%
senior notes due 2010 to 'CCC+' from 'B-' and assigned a
recovery rating of '6', reflecting the potential for this issue
to remain outstanding until maturity.


FRONTIER AIRLINES: Bankruptcy Delays Annual Report Filing
---------------------------------------------------------
Frontier Airlines Holdings Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that it will not be
able to file its annual report on Form 10K for the year ended
March 31, 2008.

According to Matthew Henry, Frontier's vice president and
general counsel, the company's delay in filing of its Annual
Report relates to its filing of voluntary petitions for
reorganization under Chapter 11, along with its subsidiaries.

Mr. Henry noted that Frontier was able to file all other
periodic reports during the preceding 12 months, as required
under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940.

Mr. Henry anticipated that certain significant changes in the
results of operations from the period for the last fiscal year
will be reflected by the earnings statements to be included in
the Annual Report

Specifically, Mr. Henry related, Frontier will report a net loss
of approximately US$59,400,000 for its fiscal year ended
March 31, 2008, which compares to a net loss of US$20,400,000
for the year ended March 31, 2007.

The increased net loss is attributable to the increase in fuel
costs.  Mainline fuel cost per gallon during the fiscal year
2008 increased by 15% to US$2.44 compared to US$2.12 for the
fiscal year ended March 31, 2007, Mr. Henry informed the SEC.

                 About Frontier Airlines Inc.

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

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


FRONTIER AIRLINES: Extends Statements Filing Deadline to Aug. 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Frontier Airlines Holdings Inc. and its subsidiaries
until Aug. 25, 2008, to file their (i) schedules of assets and
liabilities, (ii) schedules of current income and expenditures,
(iii) schedules of executory contracts and unexpired leases, and
(iv) statements of financial affairs.

As reported in the Troubled Company Reporter on June 10, 2008,
Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
related that the extension will provide Debtors additional  time
to compile voluminous information relating to thousands of
proofs of claims, assets and contracts, which requires a
significant expenditure of time and effort on their employees
and professionals.

The office of the United States Trustee has advised that it has
no objection to the Debtors' request, but has urged the Debtors
to finalize and file the Schedules soon as practicable, said
Mr. Schaible.

                  About Frontier Airlines Inc.

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

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


FRONTIER AIRLINES: Court Okays Extension of Removal Period
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frontier Airlines Holdings Inc. and its subsidiaries
to extend the period during which they may remove pending
actions as of the bankruptcy filing date, through and including
the effective date of any plan of reorganization in their
Chapter 11 cases.

As reported in the Troubled Company Reporter on June 11, 2008,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York
stated that the extension will permit the Debtors to make a full
assessment of the possible removal of prepetition Actions,
thereby maximizing the potential recovery for creditors.

The extension will also protect the Debtors' rights under
Section 1452 of the Judicial and Judiciary Procedures Code, he
noted.

Mr. Huebner said the Debtors' adversaries will not be prejudiced
by the extension because the adversaries may not prosecute an
action absent relief from the automatic stay.  Any party whose
proceeding is removed may seek to have it remanded under Section
1452(b) of the Judicial and Judiciary Procedures Code.

                   About Frontier Airlines Inc.

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

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


INDUSTRIAS PENOLES: S&P Withdraws Rating on US$380 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its rating on
Industrias Penoles S.A.B. de C.V.'s structured silver payable
notes.
     
The rating action follows the June 30, 2008, mandatory
redemption of the notes, in whole, after the timely payment of
debt.
     
The structured silver payable notes are Penoles' unsecured U.S.
dollar debt obligations that were issued June 25, 1997, and due
June 25, 2012.  The transaction had an eight-year, interest-only
period followed by an approximately six-year principal
amortization.  The transaction incorporated certain structural
features that helped mitigate sovereign risk by allowing the
delivery of physical silver to a trustee located in the United
States.  Industrias Penoles maintained a reserve account with
the trustee.
   
Rating Withdrawn

Industrias Penoles S.A.B. de C.V.
   
  Issue                    Rating            Balance (mil. US$)
                       To         From      Current    Previous
  -------------------------------------------------------------
Structured silver
payable notes         NR         BBB-          0.0       380
   
Founded in 1887, Industrias Penoles is a mining group with
integrated operations in smelting and refining non-ferrous
metals, and producing chemicals in Mexico as well as mining
exploration projects in Peru.  The company is the world's top
producer of refined silver, metallic bismuth and sodium sulfate,
the leading Latin American producer of refined gold, lead and
zinc.  Its shares have traded on the Mexican Stock Exchange
since 1968 under the ticker PE&OLES and is part of Mexican
conglomerate Grupo BAL.


PARKER DRILLING: S&P Keeps B+ Rating; Outlook Revised to Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Houston-based oil and gas contract driller Parker Drilling Co.
to positive from stable and affirmed its ratings, including the
'B+' corporate credit rating on the company.

"The outlook revision is based on the company's strong operating
performance and improved credit measures," said Standard &
Poor's credit analyst Aniki Saha-Yannopoulos.  "We expect
further improvement in operating performance from Parker's
recent capital expenditure program and favorable industry
conditions."

The receipt of the letter of intent from BP PLC's subsidiary for
a drilling contract in Alaska also improves Parker's outlook.
Standard and Poor's also expects that the resolution of the
Kazakhstan tax issue and Parker's exit from the Saudi Arabian
Joint Venture will allow Parker to focus on expanding its
operations.

The rating on Parker reflects the company's participation in a
highly competitive, cyclical industry; its capital spending
program; and operations in international markets and areas that
can expose it to geopolitical risks.  Business segment and
geographic diversity partially mitigate these weaknesses.

As of March 31, 2008, Parker had about US$396 million in debt,
adjusted for operating leases.

Headquartered in Houston, Texas, Parker Drilling Company --
http://www.parkerdrilling.com/-- provides contract drilling and    
drilling-related services worldwide.  The company has rigs
located in Indonesia, New Zealand, Colombia, and Mexico.


QUAKER FABRIC: Disclosure Statement Hearing to Continue July 11
---------------------------------------------------------------
On June 26, 2008, Quaker Fabric Corp. and Quaker Fabric
Corporation of Fall River, together with the Official Committee
of Unsecured Creditors, filed with the U.S. Bankruptcy Court for
the District of Delaware an amended joint chapter 11 plan of
liquidation and accompanying disclosure statement.

The Court commenced a hearing approving the amended disclosure
statement on June 27, 2008.  The disclosure statement hearing
will continue on July 11, 2008, at 10:00 a.m.

The proponents to the plan initially submitted a plan and
disclosure statement on May 21, 2008.  The parties asked and
obtained permission to file an amended plan to put the last
touches to the plan and resolve a few remaining issues in the
case, the Troubled Company Reporter said on May 23, 2008.

                     Treatment of Claims

Holders of allowed priority claims -- class 1 -- are unimpaired
and are not entitled to vote on the plan.  Each holder of an
allowed priority claim will receive (i) the amount of the claim,
without interest, in cash, as soon as practicable after the
later of (a) effective date, or (b) the date that is 10 business
days after the claim becomes an allowed priority claim; or (ii)
other treatment as may be agreed in writing by the holder, the
Debtors, and the Committee.

Holders of allowed secured claims -- class 2 -- are impaired and
are entitled to vote on the plan.  Each holder of an allowed
secured claim will receive either (i) cash after the effective
date or 10 business days after the claim is allowed; or (ii)
other treatment as may be agreed in writing by the holder, the
Debtors, and the Committee.

Holders of allowed unsecured claims -- class 3 -- are impaired
and are entitled to vote on the plan.  Each holder of an allowed
unsecured claim will receive pro rate share of cash distribution
from the estate assets.

On the effective date, equity interests in the Debtors will be
canceled and voided and equity holders will be not be entitled
to distribution under the plan.  Equity holders are deemed to
have rejected the plan and will not be entitled to vote.

                      Funding of the Plan

The Debtors estimate that they will have about US$350,000 in
cash and a book value of US$4.3 million in uncollected accounts
receivable on the effective date.  The Debtors originally
estimated to have about US$452,000 in cash.  After the effective
date, each Debtor through the liquidating agent, will reduce to
cash their respective non-cash assets.  The use, sale,
assignment, transfer, abandonment or other disposition of the
assets will not require Bankruptcy Court approval unless a post-
effective date Committee timely asserts an objection that the
Debtors and post-effective date Committee are unable to resolve.

The liquidating agent will not make any distributions or
payments without the prior approval of the post-effective date
Committee.  The liquidating agent will not be required to
distribute less than US$25 to any claimant unless either a
request is made in writing.

A copy of the Debtors and the Committee's first amended joint
liquidating chapter 11 plan is available for free at:

             http://ResearchArchives.com/t/s?2ee3

A copy of the Debtors' amended disclosure statement, blackline
version, is available for free at:

             http://ResearchArchives.com/t/s?2ee4

A copy of the Debtors' amended disclosure statement is available
for free at:

             http://ResearchArchives.com/t/s?2ee5

                      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.


QUEBECOR WORLD: Gets Conversion Notices for 744,124 Pref. Shares
----------------------------------------------------------------
Quebecor World Inc. said that, on or prior to June 27, 2008, it
received notices in respect of 744,124 of its remaining
2,507,153 issued and outstanding series 5 cumulative redeemable
first preferred shares (TSX:IQW.PR.C) requesting conversion into
the company's subordinate voting shares (TSX:IQW).

In accordance with the provisions governing the series 5
preferred shares, registered holders of such shares are entitled
to convert all or any number of their series 5 preferred shares
into a number of subordinate voting shares effective as of Sept.
1, 2008, provided that holders gave notice of their intention to
convert at least 65 days prior to the conversion date.  The
series 5 preferred shares are convertible into that number of
the company's subordinate voting shares determined by dividing
C$25 together with all accrued and unpaid dividends on the
shares up to Aug. 31, 2008, by the greater of (i) C$2 and (ii)
95% of the weighted average trading price of the series 5
preferred shares on the Toronto Stock Exchange during the period
of 20 trading days ending on Aug. 28, 2008.

The next conversion date on which registered holders of the
series 5 preferred shares will be entitled to convert all or any
number of the shares into subordinate voting shares is Dec. 1,
2008, and notices of conversion must be deposited with the
company's transfer agent, Computershare Investor Services Inc.,
on or before Sept. 26, 2008.

                      About Quebecor World

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

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

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

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

                          *     *     *

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


SATELITE MEXICANOS: Books US$57.45 Mil. Net Loss in 2007
--------------------------------------------------------
A Form 20-F filed with the U.S. Securities and Exchange
Commission showed Satelites Mexicanos, S.A. de C.V., incurring a
consolidated net loss of US$57.45 million in the year ended
Dec. 31, 2007.

The company's revenues in 2007 aggregated US$102.20 million,
with US$80.25 million coming from those earned from its
satellite services.  Cost and expenses for the year, however,
totaled US$108.08 million, bringing the company an operating
loss of US$5.88 million.

The satellite firm also recorded 2007 interest expenses of
US$51.67 million.

The company's consolidated balance sheet as of Dec. 31, 2007,
showed total assets of US$470.18 million, total liabilities of
US$487.24 million, minority interest in consolidated
subsidiaries of US$2.38 million, resulting in a shareholders'
deficit of US$19.44 million.

A full-text copy of the company's consolidated financial
statements for the year ended Dec. 31, 2007, is available for
free at http://ResearchArchives.com/t/s?2ef6

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.

Satmex filed a voluntary petition for reorganization under
Chapter 11 in the Bankruptcy Court (Bankr. S.D.N.Y. Case No. 06-
11868), on Aug. 11, 2006.  It concluded its reorganization
efforts on Nov. 30, 2006, and emerged from its U.S. bankruptcy
case.  The company consummated its U.S. chapter 11 plan of
reorganization, which was confirmed by the on Oct. 26, 2006, and
implemented the restructuring approved in Satmex's Mexican
Concurso Mercantil proceeding by the Concurso Plan Order issued
on July 14, 2006.
                        *     *     *

As of May 19, 2008, the company still carries these ratings
placed by Moody's since Sept. 5, 2003:

   -- Issuer Rating of C,
   -- Senior Secured Rating of Caa1,
   -- Long-term Corporate Family Rating of Ca, and
   -- Senior Unsecured Debt Rating of C.



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

PRIDE INTERNATIONAL: Will Host Analyst Meeting on November 18
-------------------------------------------------------------
Pride International, Inc. will host an Analyst Meeting on
Nov. 18, 2008 from 8:30 a.m. to 12:00 p.m. CT.  The meeting will
be held at the Omni Hotel in Houston, Texas.  Additional details
on the meeting, including presenters, topics to be discussed and
information on a live internet broadcast will be posted shortly
on the company's website at http://www.prideinternational.com

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

                        *     *     *

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



* LatAm Electric Utilities Continue to Perform Well, S&P Says
-------------------------------------------------------------

Creditworthiness has been somewhat mixed for the global utility
universe since the beginning of 2008.  The United States,
Canadian, and Latin American sectors continue to enjoy a period
of relative ratings stability, while the credit environment for
the European, Australian, and New Zealand utilities remains
negative.  The flurry of downgrades in the latter sectors can be
traced predominately to accelerating merger and acquisition
(M&A) activity.  Additionally, increased pressures from national
regulators and governments, coupled with sizeable construction
programs, have weighed upon certain European utilities, while
adverse weather conditions continue to negatively affect both
Australian and New Zealand utilities.

Contributing to ratings stability for the U.S., Canadian, and
Latin American sectors has been the focus on more conservative
and lower-risk regulated operations, solid liquidity positions,
steady capital market access, healthy cash flows, improving
financial profiles overall, and rate orders from regulators that
have generally supported utilities' creditworthiness.
Nonetheless, the increasingly familiar challenges of escalating
capital expenditures, declining generating reserve margins,
aging infrastructure, environmental mandates, ongoing M&A
activity, mounting requests for rate hikes, rising expenses, and
volatile fuel prices will continue to dominate the credit
picture for the foreseeable future.

Although these challenges and uncertainties may pressure
financial performance, for the most part Standard & Poor's
Ratings Services believes that the credit trend for these three
sectors is likely to remain relatively steady.

n the U.S. and Latin America, financial performance has been
steady to moderately improving due to supportive rate actions,
including the ability of most companies to pass on to customers
higher fuel prices, deleveraging, and effective cost
containment.  However, this general improvement is likely to
slow due to high energy costs and problems that could arise with
fuel availability, the continuation of debt-financed
acquisitions, and accelerating capital outlays.  The global
credit squeeze has had minimal effect on the credit quality of
rated Australian and New Zealand utilities.  Continued sound
liquidity and refinancing practices of the Australian and New
Zealand sectors will help to insulate these utilities, with
fallout largely limited to some contraction of debt maturity
profiles rather than in strained access to credit.  In general,
responsive and timely rate adjustments by regulators and
credit-supportive actions by management will be necessary to
prevent a decline in global bondholder protection.

Latin American electric utilities continue to enjoy a benign
rating environment despite the adverse global credit markets
since the second half of 2007.  Most of these companies enjoy
adequate financial performance, which is supported by good cash
flow generation fueled by solid demand for power deriving from
economic growth, which partly reflects the positive environment
for commodities in general.

The sector's big challenge has been to attract new investments
to meet growing demand and offset the decreasing trend in
capacity reserves in the last three to four years.  In Chile,
one of the most attractive markets in the region, potential new
investments in power generation were delayed due to major
uncertainties posed by increasing shortages of natural gas
imported from Argentina since early 2004.  However, the new
legal framework defined in May 2005 mitigated those
uncertainties and triggered several new power generation
projects that are projected to start operations from 2009
onwards.  In the meantime, lower capacity reserves, combined
with poor hydrology, have resulted in a very tight supply demand
balance in the largest electric system during 2008, which
significantly increased the risk of outages or potential
rationing.  However, the companies remain in relatively good
shape, which is reflected in the mostly stable outlooks for
rated Chilean electric utilities.

The most important issues for the Brazilian electric sector
during 2008 and 2009 will be power supply and costs, capacity
expansions, acquisitions, and the completion of the second
tariff revision for distribution companies under the current
regulatory framework.  Overall, S&P expects the good performance
of the Brazilian economy to allow electric utilities to continue
improving cash flow generation and debt service coverage ratios
while maintaining good liquidity and financial flexibility,
which could potentially result in positive rating actions.

Argentine electric utilities show an improved financial
performance mainly due to certain tariff and price increases in
2007 although they remain at low levels on a global basis.  The
higher tariffs for distribution companies resulted in soaring
capital expenditures, which should allow those companies to
maintain their relatively good service quality and financial
indicators.  In addition, a new legal framework for new power
generation capacity has triggered new projects that are
targeting large power users at significantly higher prices than
current spot prices in the wholesale electricity market, which
concentrates a great portion of domestic demand.  However, the
weak ratings (generally in the 'B' category) in the sector
continue to reflect high political and regulatory risk.

Overall, S&P expects Latin American electric utilities to
continue performing well during the second half of 2008.  They
should enjoy good cash flow generation, though in certain cases
they will be pressured by relatively high capital expenditures,
and to continue accessing new financing mainly in the local
capital markets and in the local or international bank market,
but at a higher cost than during the last three years.  However,
S&P will continue to closely monitor the financial flexibility
of those companies in a weaker financial condition, with a too
aggressive capital expenditure plan or that face a high level of
bond maturities in the coming months.



                            ***********


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
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Maryland USA.  Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
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Copyright 2008.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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