TCRLA_Public/080714.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Monday, July 14, 2008, Vol. 9, No. 138
   
                            Headlines




A R G E N T I N A

ALITALIA SPA: Minister Says Sale Adviser to Complete Relaunch
GEO CHAC: Proofs of Claim Verification Deadline Is Sept. 26
KLISMOS SA: Proofs of Claim Verification Deadline Is Aug. 15
PARAMIRO SA: Trustee to File Individual Reports on Oct. 10
SOCIEDAD DEL OESTE: Files for Reorganization in Court

SOL OBRAS: Trustee Verifies Proofs of Claim Until Sept. 8
* BUENOS AIRES: Declining Debt Burden Cues S&P to Hold B Rating


B E R M U D A

TK ALUMINUM: Court Names Mark Smith as Provisional Liquidator


B R A Z I L

BANCO PAULISTA: Moody's Assigns Preliminary B1 Debt Ratings
BRASKEM SA: Anti-Trust Agency Okays Ipiranga Group Acquisition
GENERAL MOTORS: Has No Thoughts of Bankruptcy, CEO Wagoner Says
GENERAL MOTORS: Asks Court to Declare Set-Off, Recoupment Claims
GOL LINHAS: VRG Inks Interline Agreement With American Airlines

HEXION SPECIALTY: Trial on Merger Feud to Begin September 8
HUNTSMAN CORP: Says Court to Facilitate Review of Hexion's Acts
JAPAN AIRLINES: To End Operations in Fukushima Airport
TAM SA: S&P Drops Long-Term Corp. Credit Rating to BB- From BB
TELE NORTE: To Keep Voluntary Tender Offer After Shares Drop


C A Y M A N  I S L A N D S

ABSOLUTE INSIGHT: Sets Final Shareholders Meeting on July 18
DENALI CAPITAL: To Hold Final Shareholders Meeting on July 18
LAFFERTY LTD: Will Hold Final Shareholders Meeting on July 18
PREMIER AIRCRAFT: Holds Final Shareholders Meeting on July 18
SILVER CREEK: Deadline for Proofs of Claim Filing Is July 18

SILVER CREEK LOW: Deadline for Claims Filing Is Until July 18
TREMONT DOUBLE: Proofs of Claim Filing Deadline Is July 18


C O L O M B I A

AMPEX CORP: Seeks to Extend Plan Confirmation Hearing to Aug. 15


C O S T A  R I C A

FRESH DEL MONTE: Acquires Desarollo Shares for US$403 Million
INTERPUBLIC GROUP: Moody's Changes Outlook, Affirms Ba3 Rating


G R E N A D A

* GRENADA: S&P Says NDC Electoral Victory Faces New Challenges


G U A T E M A L A

LAND O'LAKES: Moody's Hikes Corp. Family Rating 1 Notch to Ba1


J A M A I C A

AIR JAMAICA: Maintenance Workers Sign Off on Wage Contract
SUGAR COMPANY: To Assist Dismissed Workers in New Businesses
SUGAR COMPANY: Stakeholders to Meet for Divestment Discussion


M E X I C O

BENQ MOBILE: Seeks Talks With Siemens on Asset Claims
BOWNE & CO: S&P Lifts Corporate Credit Rating to 'BB-' From 'B+'
EMPRESAS ICA: Unit Inks Deal for Line 12 Mexico Construction


P U E R T O  R I C O

CELESTICA INC: Fitch Affirms 'B+' Issuer Default Rating


V E N E Z U E L A

CITGO PETROLEUM: Launches Program to Address High Fuel Costs
NORTHWEST AIRLINES: To Slash 2,500 Workers
NORTHWEST AIRLINES: CEO Spurs Campaign to Lower Fuel Prices


V I R G I N  I S L A N D S

NBTY INC: Moody's Rates US$300MM Sr. Loan Ba1; Outlook is Stable


* S&P Says LatAm Building Materials Biz Shows Mixed Credit Trend




                         - - - - -

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

ALITALIA SPA: Minister Says Sale Adviser to Complete Relaunch
-------------------------------------------------------------
Italian Industry Minister Claudio Scajola has expressed
confidence that Intesa Sanpaolo S.p.A. could complete Alitalia's
S.p.A.'s restructuring, Thomson Financial News reports.

Mr. Scajola said Italy will work on Intesa Sanpaolo's rescue
plan for Alitalia, Thomson Financial News relates.  The
government has tapped Intesa Sanpaolo as adviser for the sale of
its 49.9% stake in Alitalia.

As recently reported in the TCR-Europe, Intesa Sanpaolo's draft
rescue plan for Alitalia includes nearly a billion euro capital
increase and redundancies for thousands of employees.

Around 10 local businessmen will inject between EUR700 million
and EUR800 million in fresh capital into Alitalia while up to
5,000 employees might lose their jobs.  Intesa Sanpaolo chief
executive Corrado Passera, however, said the figures were
"premature."

As reported in the TCR-Europe on July 1, 2008, the Italian
government has given Intesa Sanpaolo two months to complete a
rescue plan for Alitalia.  Finance Minister Giulio Tremonti
expects a solid business solution within next month.  Italy
tapped Intesa as its adviser for the sale of its 49.9%
stake in Alitalia.

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

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


GEO CHAC: Proofs of Claim Verification Deadline Is Sept. 26
-----------------------------------------------------------
Susana Gonzalez Cabrerizo, the court-appointed trustee for Geo
Chac SA's bankruptcy proceeding, will be verifying creditors'
proofs of claim until Sept. 26, 2008.

Ms. Cabrerizo will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 8 in Buenos Aires, with the assistance of Clerk
No. 16, 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 Geo Chac 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 Geo Chac's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

          Geo Chac SA
          Avenida Alicia Moreau de Justo 2050
          Buenos Aires, Argentina

The trustee can be reached at:

          Susana Gonzalez Cabrerizo
          Acevedo 492
          Buenos Aires, Argentina


KLISMOS SA: Proofs of Claim Verification Deadline Is Aug. 15
------------------------------------------------------------
The court-appointed trustee for Klismos 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. 29, 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 Klismos 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 Klismos' accounting
and banking records will be submitted in court on Nov. 10, 2008.


PARAMIRO SA: Trustee to File Individual Reports on Oct. 10
----------------------------------------------------------
Manfredi-Gonzalez Sturla, the court-appointed trustee for
Paramiro S.A.'s reorganization proceeding, will present the
validated claims as individual reports in the National
Commercial Court of First Instance in Buenos Aires on
Oct. 10, 2008.

Mr. Sturla will be verifying creditors' proofs of claim until
Aug. 28, 2008.  He will submit to court a general report
containing an audit of Paramiro's accounting and banking records
on Nov. 21, 2008.

Creditors will vote to ratify the completed settlement plan
during the assembly on June 5, 2009.

The debtor can be reached at:

        Paramiro S.A.
        Lavalle 1675
        Buenos Aires, Argentina

The trustee can be reached at:

        Manfredi-Gonzalez Sturla
        Rivadavia 789
        Buenos Aires, Argentina


SOCIEDAD DEL OESTE: Files for Reorganization in Court
-----------------------------------------------------
Sociedad del Oeste S.A. has requested for reorganization
approval after failing to pay its liabilities since March 16,
2007.

The reorganization petition, once approved by the court, will
allow Sociedad del Oeste to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance No. 2 in Buenos Aires.  Clerk No. 4 assists the court
in this case.  

The debtor can be reached at:

        Sociedad del Oeste S.A.
        Avenida de los Incas 3295
        Buenos Aires, Argentina


SOL OBRAS: Trustee Verifies Proofs of Claim Until Sept. 8
---------------------------------------------------------
The court-appointed trustee for Sol Obras S.R.L.'s
reorganization proceeding will be verifying creditors' proofs of
claim until Sept. 8, 2008.

The trustee will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 10 in Buenos Aires, with the assistance of Clerk
No. 19, 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 Sol Obras' 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 Sol Obras' accounting
and banking records will be submitted in court.

Infobae didn't state the reports submission deadlines.

The debtor can be reached at:

        Sol Obras SA
        Santa Fe 3388
        Buenos Aires, Argentina


Telefonica de Argentina's foreign currency rating is rated B2 by
Moody's Latin America with a positive outlook.


* BUENOS AIRES: Declining Debt Burden Cues S&P to Hold B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B+'
global scale rating on the government of the City of Buenos
Aires, Republic of Argentina.  The outlook remains stable.
     
"The rating and outlook on the City of Buenos Aires are
supported by its declining debt burden during the past five
years," said S&P's credit analyst Delfina Cavanagh.  "Solid
economic and fiscal performances after the 2001 to 2002
economic crisis helped to make the city's debt level more
manageable, despite the slight fiscal deterioration in 2006
and 2007."  The major fiscal risk will continue to be the
growing pressure for salary increases as high inflation
intensifies.
     
The positive credit factors supporting the rating include a
relatively wealthy and high-income economy; a declining debt
burden, both in nominal and relative terms; and relatively
high fiscal flexibility.



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

TK ALUMINUM: Court Names Mark Smith as Provisional Liquidator
-------------------------------------------------------------
The Supreme Court of Bermuda has appointed Mark Smith as the
provisional liquidator of TK Aluminum Subco Ltd.  The court
ordered the wind-up of TK Aluminum on July 4, 2008.

The liquidator can be reached at:

          Mark Smith
          Deloitte & Touche
          Corner House, Parliament Street
          Hamilton HM 12, Bermuda



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

BANCO PAULISTA: Moody's Assigns Preliminary B1 Debt Ratings
-----------------------------------------------------------
Moody's Investors Service has assigned a bank financial strength
rating of E+ to Banco Paulista S.A.  At the same time,
Moody's gave the bank ratings for long- and short-term
global local-currency deposits of B1 and Not Prime,
respectively.  The bank also received long- and short-term
foreign currency deposit ratings of B1 and Not Prime.  In
addition, Moody's assigned long- and short-term Brazilian
National Scale ratings of Baa2.br and BR-3, respectively, to
Banco Paulista.  All ratings have stable outlook.

Moody's noted that the E+ BFSR reflects the challenges
related to Banco Paulista's developing banking franchise as
it focuses on the consumer finance segment, and on vehicle
financing, in particular.  The rating also addresses the
bank's limited financial flexibility as indicated by modest
recurring profitability, poorly diversified funding sources,
and tight capital structure, which may constrain growth
prospects.

Banco Paulista's shift in business focus over the past two
years from commercial lending to payroll lending, and then
to vehicle financing has sacrificed asset quality, at least
when indicators are measured against the bank's prior
history of low delinquencies.  In addition, the bank's thin
capital base prompted management to lever its origination
capability by securitizing loans in the local capital
markets.

Moody's emphasized that the bank's business-diversification
efforts are positive from a credit perspective, as is its
well-recognized operation of providing financial and
clearing services to Brazilian brokerage houses.  The bank's
traditional foreign exchange business contributes to steady
fee-based earnings, operating on the back of a prudent risk
and compliance framework.

Moody's, however, said that it is also critical that the
bank's expansion ensures that both profitability and asset
quality metrics be maintained to support sustainable and
recurrent earnings generation.  Improved corporate
governance would also go far in contributing to future
growth and business sustainability, Moody's added.

The B1 global local-currency deposit rating incorporates
Banco Paulista's Baseline Credit Assessment of B1, as well
as Moody's assessment that no systemic support would be
available in case of stress because of the bank's limited
market share in terms of deposits.

These ratings were assigned to Banco Paulista S.A.:

  -- Bank Financial Strength Rating: E+
  -- Global Local-Currency deposits, long term: B1
  -- Global Local-Currency deposits, short term: Not Prime
  -- Foreign Currency deposits, long term: B1
  -- Foreign Currency deposits, short term: Not Prime
  -- Brazilian National Scale rating, long term: Baa2.br
  -- Brazilian National Scale rating, short term: BR-3
  -- Outlook: Stable

Banco Paulista is headquartered in Sao Paulo, Brazil.  As of
March 2008, the bank reported BRL968.4 million in assets and
BRL118.7 million in equity.


BRASKEM SA: Anti-Trust Agency Okays Ipiranga Group Acquisition
--------------------------------------------------------------
Braskem S.A. said that Brazil's antitrust authority, Conselho
Administrativo de Defesa Economica, gave the final
approval to the acquisition of the petrochemical assets of the
Ipiranga Group by Braskem and Petroleo Brasileiro S.A.  The only
recommendation made by the anti trust agency was to adjust the
clause regarding non-competition by the sellers, which is
limited to the markets where they operated.

In the same decision, the Brazilian anti trust agency also
approved the investment agreement, whereby Petrobras transferred
to Braskem its minority interests in Copesul, Ipiranga
Petroquimica, Ipiranga Quimica and Petroquimica Paulinia.

The full press release is available on the company's IR Web site
at http://www.braskem.com.br/ir

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.


GENERAL MOTORS: Has No Thoughts of Bankruptcy, CEO Wagoner Says
---------------------------------------------------------------
General Motors Corp. Chief Executive Officer Rick Wagoner, in a
speech to the Dallas Chamber of Commerce, said the company has
"no thoughts whatsoever" of bankruptcy, Margot Habiby and Jeff
Green at Bloomberg News report.  Mr. Wagoner, the report
relates, said GM's cash will remain "robust" in 2008, and the
company would be able to secure additional funds as needed.

As reported by the Troubled Company Reporter on July 3, 2008,
Merrill Lynch analyst John Murphy said a bankruptcy filing for
GM is not impossible "if the market continues to deteriorate and
significant incremental capital is not raised."  Mr. Murphy, in
a research note, said GM will need to raise US$15,000,000,000 in
capital to fund its operations for the next two years.
Mr. Murphy, according to the reports, warned GM is burning
through cash faster than investors realize.

The next day, the TCR reported, JPMorgan analyst Himanshu Patel
said in a conference call that GM is not "in danger of an
imminent bankruptcy" and that bankruptcy fears have been
overblown.  Mr. Patel, however, said GM will need to raise about
US$10,000,000,000 to weather the downturn in U.S. auto sales,
according to an Associated Press report.

According to the TCR, Mr. Patel believes GM doesn't need cash
immediately, since it has enough to fund what Mr. Patel expects
will be an US$18,000,000,000 cash burn through 2009. Patel also
believes GM will attempt to raise funds and announce further
restructuring in the third quarter of 2008.

Bloomberg relates that Pete Hastings, a fixed-income analyst at
Morgan Keegan & Co., said GM will need capital late in 2009 or
early 2010, and "a lot can happen between now and then."  Mr.
Hastings, according to Bloomberg, said "With GM's liquidity,
near-term bankruptcy talk is overdone, so Wagoner is right to
dismiss it."

"When things like this happen, some of the critics call this the
end of the U.S. auto industry as we know it," Bloomberg quotes
Mr. Wagoner as saying.  "We're taking the tough but necessary
actions to keep GM competitive over the long, long term."

According to Bloomberg, GM Chief Financial Officer Ray Young
said on May 13 that the compay had US$24,000,000,000 in cash and
marketable securities and access to about US$7,000,000,000 in
undrawn U.S. loans on March 31.  Mr. Young said the amount is at
least US$6,000,000,000 more than it expected would be needed
during a U.S. sales slide, Bloomberg continues.

Mr. Wagoner also confirmed that the Hummer is the only one of
GM's eight U.S. brands being studied for a possible sale or
shutdown, Bloomberg says.  According to Mr. Wagoner, the company
doesn't have any plans to eliminate more brands, Bloomberg adds.

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America
June 30, 2008, Fitch downgraded the Issuer Default Rating of
General Motors Corporation to 'B-' from 'B', and assigned a
Rating Outlook Negative.  The downgrade results from weak
economic conditions, the dramatic shift to fuel efficient
vehicles and the resulting cash drains at GM that are expected
to persist at lest through 2009.  Fitch expects that cash drains
in 2008 will exceed US$10 billion, and that new financing
activity will be required over the next 18 months to keep GM's
cash position above the minimum comfort level of US$12 - US$14
billion.

As reported in the Troubled Company Reporter-Latin America on
June 25, 2008, DBRS has placed the ratings of General Motors
Corporation and General Motors of Canada Limited Under Review
with Negative Implications.  The rating action reflects the
structural deterioration of the company's operations in North
America brought on by high oil prices and a slowing U.S.
economy.

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


GENERAL MOTORS: Asks Court to Declare Set-Off, Recoupment Claims
----------------------------------------------------------------
General Motors Corporation asks the U.S. Bankruptcy Court
Eastern District of Michigan to declare that it has "allowed
set-off and recoupment claims" as defined in the joint Chapter
11 plan of liquidation of Blue Water Automotive Systems Inc. and
its debtor affiliates, in an amount to be determined by the
Court.

As reported in the Troubled Company Reporter on May 26, 2008,
the Debtors' Plan contemplates the sale of substantially all of
the Debtors' assets and equity interests.  The Plan will be
effective when:

   1. The Court approves the sale of the Business;

   2. The Court enters an order confirming the Plan; and

   3. The purchaser closes on the sale.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/bw_disclosurestat.pdf

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

The Debtors and the Official Committee of Unsecured Creditors,
through a Court-approved stipulation, agreed to lift the
automatic stay to allow GM to file an adversary proceeding.

Before the Petition Date, GM entered into various contracts and
purchase orders with the Debtors for the production of component
parts as well as the acquisition of tooling for GM's production
of its component parts.

According to Daniel W. Linna, Jr., Esq., at Honigman Miller
Schwatz and Cohn, LLP, in Detroit, Michigan, the Debtors are the
sole source suppliers to GM of the Component Parts.  He adds
that the Component Parts are essential to GM's manufacturing and
assembly operations.  Without sufficient quantities of the
Component Parts, GM cannot maintain production and an alternate
source of supply of the Component Parts is not readily available
because the Debtors manufacture the Component Parts using
specially manufactured, unique Tooling.

The Debtors allege that GM owes them US$2,584,430 for a
prepetition payable out of their performance of the Purchase
Orders.  

Immediately after the Petition Date, the Debtors were unable to
perform under the Purchase Orders and thus were in breach of
them, Mr. Linna contends.  He adds that the Debtors further
incurred breaches of the Purchase Orders when they entered into
the Accommodation Agreement with Ford Motor Company.  He asserts
that the Debtors anticipatorily breached the Purchase Orders by,
among others, advising GM that they could not or would not
perform their obligations under the Purchase Orders without the
financial accommodations, not shipping GM its production
requirements of Component Parts, informing GM that they had
stopped producing the Component Parts, and by proposing to
reject the Purchaser Orders pursuant to their Amended Joint Plan
of Liquidation.

Mr. Linna says GM's damages to protect its supply of Component
Parts and mitigate its damages exceed US$4,900,000, which
damages include:

   -- about US$2,600,000 in price increases, of which about
      US$1,865,000 has been paid to Debtors as of the date of
      July 2, 2008;

   -- about US$1,874,736 in damages relating to the Inventory
      Bank, including US$560,983 paid directly to Debtors as
      Incremental Bank Costs and about US$1,313,753 above the
      applicable Purchase Order price to transport, handle, and
      store the Inventory Bank;

   -- about US$78,750 of un-recovered Tooling costs paid
      directly to tool vendors, which amount Debtors were
      obligated to pay; and

   -- US$435,379 of unrecovered legal and professional fees
      arising from Debtors' insolvency, bankruptcy filing, and
      breaches of the Purchase Orders.

Mr. Linna adds that GM will incur additional damages if Debtors
reject the Purchase Orders as GM will be forced to purchase
Component Parts from alternate suppliers at higher prices.  GM
will also incur additional damages if it is compelled to fund
Debtors' wind-down expenses, as provided in the GM Accommodation
Agreement.  Furthermore, he contends that GM's damages will
likely include warranty claims and other ordinary course
commercial claims that are not currently liquidated.

                  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, serve 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. 22, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   

                     About General Motors

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America
June 30, 2008, Fitch downgraded the Issuer Default Rating of
General Motors Corporation to 'B-' from 'B', and assigned a
Rating Outlook Negative.  The downgrade results from weak
economic conditions, the dramatic shift to fuel efficient
vehicles and the resulting cash drains at GM that are expected
to persist at lest through 2009.  Fitch expects that cash drains
in 2008 will exceed US$10 billion, and that new financing
activity will be required over the next 18 months to keep GM's
cash position above the minimum comfort level of US$12 - US$14
billion.

As reported in the Troubled Company Reporter-Latin America on
June 25, 2008, DBRS has placed the ratings of General Motors
Corporation and General Motors of Canada Limited Under Review
with Negative Implications.  The rating action reflects the
structural deterioration of the company's operations in North
America brought on by high oil prices and a slowing U.S.
economy.

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


GOL LINHAS: VRG Inks Interline Agreement With American Airlines
---------------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A., the parent company of
Brazilian airlines GOL Transportes Aereos S.A. and VRG Linhas
Aereas S.A., said VRG has signed an Interline Traffic Agreement
with United States-based American Airlines Inc.  Through this
partnership, passengers of both airlines can purchase tickets to
all destinations, both domestic and international, served by VRG
and American Airlines.

The agreement allows the sale of point to point tickets, for
VRG's domestic flights in conjunction with American Airlines'
international destinations through all sales channels -- call
centers, ticket offices and travel agents -- with the exception
of VRG's web site.  For added convenience, luggage will be
checked through to passengers' final destination on connecting
international flights.  The partnership increases VRG's feeder
network by providing additional options for passengers traveling
with American Airlines.

Passengers of the U.S. airline will have added comfort at their
disposal as VRG's aircraft are configured with the most legroom
in the Brazilian market.  Additionally, customers will be
offered in-flight service, including meals, based on flight
duration.  VRG is currently modernizing its domestic fleet; by
the end of the year it will be composed exclusively of modern
Boeing 737-700 and 737-800 Next Generation aircraft.  The
company serves 14 domestic destinations and four international
in South America.

Passengers traveling under the SMILES frequent flier program can
only accumulate miles on flights operated by VRG.

                    About American Airlines   

Based in Fort Worth, Texas, American Airlines Inc., a wholly
owned subsidiary of AMR Corp., operates the largest scheduled
passenger airline in the world with service throughout North
America, the Caribbean, Latin America, Europe and Asia.  The
airline flies to Belgium, Brazil, and Japan.
                    
                          About GOL

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's
services include passenger, cargo, and charter services.  As of
March 20, 2006, Gol Linhas provided 440 daily flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.
The company was founded in 2001.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 23, 2008, Fitch Ratings has downgraded these credit ratings
of Gol Linhas Aereas Inteligentes SA:

  -- Foreign and Local Currency long-term Issuer Default Ratings
     to 'BB' from 'BB+';

  -- US$200 million of perpetual notes to 'BB' from 'BB+;

  -- US$200 million seniors note due to 2017 to 'BB' from 'BB+;

  -- Long-term National rating to 'A+(bra)' from 'AA-(bra).

Fitch has revised the rating outlook to negative.

TCR-Latin America reported on May 29, 2008 that Moody's
Investors Service has downgraded all debt ratings of Gol Linhas
Aereas Inteligentes S.A. including corporate family rating to
Ba3 from Ba2 and downgraded the senior unsecured debt of Gol
Finance to Ba3 from Ba2.  The outlook has been changed to
negative from stable.


HEXION SPECIALTY: Trial on Merger Feud to Begin September 8
-----------------------------------------------------------
The Delaware Court of Chancery has granted Huntsman
Corporation's request to expedite the Court's review of Hexion
Specialty Chemicals Inc.'s efforts to abandon Hexion's pending
merger with Huntsman.  The trial will begin on Sept. 8, 2008.

Huntsman related that the trial scheduled to begin September 8
will address Hexion's allegations that the combined Hexion and
Huntsman entity would be insolvent and that there has been a
material adverse effect under the merger agreement, neither of
which are supported by the facts or the terms of the merger
agreement.

The Court agreed with Huntsman that it is necessary and
appropriate to have a trial that will conclude on or about the
end
of the second week of September to provide sufficient time to
consummate the merger if Huntsman prevails at trial.

Huntsman is confident that a trial will reveal that Huntsman has
not suffered a material adverse effect, the combined Huntsman-
Hexion entity would not be insolvent, and that Hexion is
required to proceed with consummating the merger.

Huntsman reiterated that the merger agreement has no financing
contingency, that it obligated Hexion to use its efforts to
obtain required financing, and that Hexion represented to
Huntsman in the merger agreement that the proceeds contemplated
by the financing would be sufficient to complete the merger.

Huntsman stated that despite its public pronouncements to the
contrary, Hexion has sought to delay the financing for the
merger.  

At trial, Huntsman also will address the insolvency opinion
procured on Hexion's behalf for the purpose of justifying its
predetermined course of conduct, well as its claim that Huntsman
has suffered a material adverse effect.

Huntsman said that its performance has not been different from
that of the chemical industry over the same period of time.  

The alleged changes of which Hexion complained are risks they
agreed to accept in the merger agreement and in no way amount to
a material adverse effect as defined in the merger agreement.  
Huntsman is confident that the Delaware Court will support this
view.

"We are grateful that the Court has agreed to hear our case in
an expedited fashion," Peter Huntsman, President and CEO,
stated.  "We look forward to a swift repudiation of Hexion's
misguided allegations and apparently disingenuous rhetoric about
their intentions to comply with our merger agreement, all the
while continuing to breach the same."

"They may view their tactics as business as usual, but we have
great faith that our legal system will fully reveal their
careless disregard for contracts and hold them accountable,
especially in light of their assurance to our board and our
family that we have an 'ironclad' agreement," Jon M. Huntsman,
Founder and Chairman of Huntsman Corporation, added.

                        Background

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman agreed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately US$10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for US$28 per share in
cash.  The agreement also provides that the cash price per share
to be paid by Hexion will increase at the rate of 8% per annum
beginning 270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of
directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman
charitable trust, who collectively own approximately 57% of
Huntsman's common stock, have agreed to vote in favor of the
transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension
by the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date
by 90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation
dated as of July 12, 2007, extending the merger agreement
termination date by 90 days, to 5:00 p.m. Houston time on July
4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received
a letter from Peter Huntsman, Huntsman Corporation's president
and CEO, stating that their actions were inconsistent with the
terms of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by
seeking to cancel the transaction, Bloomberg relates according
to Mr. Huntsman.  Mr. Huntsman reportedly stated that the
actions appear to be a blatant attempt to deprive its
shareholders of the benefits of the Merger Agreement that was
agreed to nearly a year ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court,
alleging interference with its merger with Hexion Specialty
Chemicals, an Apollo company.  Huntsman is seeking a jury trial
in Texas to determine liability for "actual damages exceeding
USD 3 bn, plus exemplary damages," according to Plasteurope
(Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to
personally sue two of its principals.  Huntsman's Texas suit
violates a clear provision of the merger agreement which
requires that any litigation be brought exclusively in the State
of Delaware.  As we alleged in our suit, primarily due to
Huntsman's underperformance, we believe that consummating the
merger on the basis of the capital structure agreed to with
Huntsman would render the combined company insolvent.  In fact,
Huntsman's suit does not dispute that the combined company would
be insolvent.  We believe Huntsman's lawsuit is wholly without
merit."

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of      
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting         
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives
produced for consumer or industrial uses.   Hexion Specialty
Chemicals is controlled by an affiliate of Apollo Management
L.P.

Outside the United States, the company has regional headquarters
in: China through Hexion Specialty Chemicals Singapore Pte Ltd.;
Australia through Hexion Specialty Chemicals Australia Pty.; the
Netherlands through Hexion Specialty Chemicals B.V.; and in
Brazil through Hexion Quimica Industria e Comercio Ltda.

As of March 31, 2008, Hexion's balance sheet showed a
shareholders' deficit of US$1,357,000,000.


HUNTSMAN CORP: Says Court to Facilitate Review of Hexion's Acts
---------------------------------------------------------------
Huntsman Corporation disclosed that the Delaware Court of
Chancery has granted its request to expedite the Court's review
of Hexion's efforts to abandon HexionSpecialty Chemicals Inc.'s
pending merger with Huntsman.

The trial scheduled to begin September 8 will address Hexion's
allegations that the combined Hexion and Huntsman entity would
be insolvent and that there has been a material adverse effect
under the merger agreement, neither of which are supported by
the facts or the terms of the merger agreement.

The Court agreed with Huntsman that it is necessary and
appropriate to have a trial that will conclude on or about the
end of the second week of September in order to provide
sufficient time to consummate the merger if Huntsman prevails at
trial.

Huntsman is confident that a trial will reveal that Huntsman has
not suffered a material adverse effect, the combined Huntsman-
Hexion entity would not be insolvent, and that Hexion is
required to proceed with consummating the merger.

Huntsman reiterated that the merger agreement has no financing
contingency, that it obligated Hexion to use its efforts to
obtain required financing, and that Hexion represented to
Huntsman in the merger agreement that the proceeds contemplated
by the financing would be sufficient to complete the merger.

Huntsman stated that despite its public pronouncements to the
contrary, Hexion has sought to delay the financing for the
merger.  

At trial, Huntsman also will address the insolvency opinion
procured on Hexion's behalf for the purpose of justifying its
predetermined course of conduct, well as its claim that Huntsman
has suffered a material adverse effect.

Huntsman said that its performance has not been different from
that of the chemical industry over the same period of time.  

The alleged changes of which Hexion complained are risks they
agreed to accept in the merger agreement and in no way amount to
a material adverse effect as defined in the merger agreement.  
Huntsman is confident that the Delaware Court will support this
view.

"We are grateful that the Court has agreed to hear our case in
an expedited fashion," Peter Huntsman, President and CEO,
stated.  "We look forward to a swift repudiation of Hexion's
misguided allegations and apparently disingenuous rhetoric about
their intentions to comply with our merger agreement, all the
while continuing to breach the same."

"They may view their tactics as business as usual, but we have
great faith that our legal system will fully reveal their
careless  disregard for contracts and hold them accountable,
especially in  light of their assurance to our board and our
family that we have  an 'ironclad' agreement," Jon M. Huntsman,
Founder and Chairman of Huntsman Corporation, added.

                        Background

As reported by the Troubled Company Reporter on July 13, 2007,
Huntsman agreed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately US$10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for US$28 per share in
cash.  The agreement also provides that the cash price per share
to be paid by Hexion will increase at the rate of 8% per annum
beginning 270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of
directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman
charitable trust, who collectively own approximately 57% of
Huntsman's common stock, have agreed to vote in favor of the
transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension
by the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date
by 90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation
dated as of July 12, 2007, extending the merger agreement
termination date by 90 days, to 5:00 p.m. Houston time on July
4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received
a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by
seeking to cancel the transaction, Bloomberg relates according
to Mr. Huntsman.  Mr. Huntsman reportedly stated that the
actions appear to be a blatant attempt to deprive its
shareholders of the benefits of the Merger Agreement that was
agreed to nearly a year ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court,
alleging interference with its merger with Hexion Specialty
Chemicals, an Apollo company.  Huntsman is seeking a jury trial
in Texas to determine liability for "actual damages exceeding
USD 3 bn, plus exemplary damages," according to Plasteurope
(Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to
personally sue two of its principals.  Huntsman's Texas suit
violates a clear provision of the merger agreement which
requires that any
litigation be brought exclusively in the State of Delaware.  As
we alleged in our suit, primarily due to Huntsman's
underperformance, we believe that consummating the merger on the
basis of the capital structure agreed to with Huntsman would
render the combined company insolvent.  In fact, Huntsman's suit
does not dispute that the combined company would be insolvent.  
We believe Huntsman's lawsuit is wholly without merit."

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting       
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives
produced for consumer or industrial uses.   Hexion Specialty
Chemicals is controlled by an affiliate of Apollo Management
L.P.

                    About Huntsman Corporation

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of     
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


JAPAN AIRLINES: To End Operations in Fukushima Airport
------------------------------------------------------
Japan Airlines International Company Limited will end its
flights to the Fukushima Airport in late January next year, to  
lower domestic passenger flight operations in response to higher
fuel prices, JiJi Press reports, citing JAL officials.

The airline, the report relates, will abolish its flights
connecting the airport with Osaka International Airport and
Kansai International Airport, and JAL's Japan TransOcean Air
unit will also terminate its flights between the Fukushima and
Naha airports.

The airline will also shut down its office and other facilities
at Fukushima Airport.

According to the report, Fukushima Governor Yuhei Sato plans to
visit JAL's head office to ask the airline to cancel the
withdrawal.

JAL and rival All Nippon Airways plan to abolish or reduce
flights on some 20 domestic routes together, the report adds.

Tokyo-based Japan Airlines International Company, Limited --
http://www.jal.com/en/-- was created as a result of the merger  
of Japan Airlines and Japan Air Systems to boost domestic
coverage.  Japan Airlines flies to the United States, Brazil and
France.

                         *     *     *

In April 2008, Fitch Ratings revised the Outlook on Japan
Airlines Corporation and its whollyowned operating subsidiary,
JAL International Co., Ltd.'s Long-term Issuer Default ratings
to Stable from Negative.  At the same time, Fitch affirmed both
companies' Long-term IDRs and ratings of outstanding bonds at
'BB-'.  The Outlook revision follows JAL's operational
turnaround and better liquidity.

In February 2007, Standard & Poor's Ratings Services affirmed
its 'B+' long-term corporate credit and issue ratings on Japan
Airlines Corp. (B+/Negative/--) following the company's
announcement of its new medium-term management plan.  S&P said
the outlook on the long-term corporate credit rating is
negative.


TAM SA: S&P Drops Long-Term Corp. Credit Rating to BB- From BB
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Brazil-based airline TAM S.A. to
'BB-' from 'BB'.  The outlook is revised to stable from
negative.
      
"The rating action reflects our expectations that, despite
improvements in operating conditions and profitability projected
for 2008, TAM's credit metrics will remain depressed in the next
couple of years due to slower market growth than we originally
expected and fuel cost pressures," said S&P's credit analyst
Reginaldo Takara.  The company has managed to sustain robust
market shares both domestically and internationally and has
significantly reduced nonfuel costs and expenses to preserve
adequate levels of profitability.  However, S&P expects TAM's
cash generation to remain compressed in 2008, particularly
relative to its debt leverage.
     
The ratings on TAM reflect the company's exposure to the
cyclical, price-competitive, and capital-intensive airline
industry; a leveraged financial profile; fierce competition;
dependence on the overall economic and operating environment in
its home market Brazil; and rising costs with volatile fuel
prices.  These negative factors are partly offset by the
company's sound market share in the fairly concentrated
Brazilian airline industry, an expanding operation in
international routes, a business model based on product
differentiation, highly efficient and cost-competitive
operations, and S&P's expectations that the company will sustain
strong liquidity to weather profitability.
     
Despite TAM's cost-cutting initiatives and continuing domestic
growth, rising fuel costs and a relatively challenging
competitive environment resulted in significant compression in
EBITDA and credit metrics in first-quarter 2008.  While the
company has strived to sustain profitability in its domestic
operations and the demand environment in Brazil remains fairly
positive, allowing the company to pass on part of the fuel cost
increase to air tariffs, the industry's significant capacity
addition is likely to continue putting some negative pressure on
the company's operating results.  TAM has preserved
profitability by strongly reducing nonfuel costs and commercial
and administrative expenses, but fuel cost pressures are
challenging.  At the same time, the company has sought to expand
its presence in international routes, where it currently
benefits from a 75% market share among Brazilian carriers --
excluding international carriers -- and with improving load
factors.
     
The stable outlook reflects S&P's opinion that despite
competition in the domestic market and rising fuel costs, TAM
will sustain adequate profitability and strong liquidity.  
Although credit metrics will remain compressed in the next
couple of years, S&P still sees favorable fundamentals in the
market supporting gradual recovery in the medium term.  The
rating agency could revise the outlook to negative if the
company's profitability remains in a negative trend, reflecting
competitive pressures and difficulties in passing on at least
part of higher fuel costs.  S&P could revise the outlook to
positive if TAM significantly improves its profitability with
stronger operating metrics, either because of a boost in
domestic demand or strengthening of its international operation,
resulting in a consistent cash-flow improvement.

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)


TELE NORTE: To Keep Voluntary Tender Offer After Shares Drop
------------------------------------------------------------
Tele Norte Leste Participacoes S.A., Telemar Norte Leste S.A.
and Coari Participacoes S.A. have decided to continue with the
Voluntary Tender Offer although the price of Brasil Telecom
S.A.'s preferred shares as of the close of the Sao Paulo Stock
Exchange (Bolsa de Valores de Sao Paulo) on July 2, 2008 was
BRL15.86, which represented, as a result, a decrease of slightly
more than 20% when compared to the closing price of BRL$20.00 of
these shares on April 25, 2008.  The offer is being effected by
the companies' subsidiary, Copart 2 Participacoes S.A., on the
same terms and conditions described in the Notice of Voluntary
Tender Offer.

As reported in the Troubled Company Reporter-Latin America on
May 14, 2008, Tele Norte's controller Telemar successfully
concluded in April 2008 talks for the acquisition of 22.28% of
Brasil Telecom Participacoes for BRL5.86 billion.

The company reserves the right to alter the tender offer price
if the market price falls by more than 20% when compared to the
price on April 25, 2008, while maintaining theremaining
Conditions of the Offer.

The companies' management will maintain its shareholders and the
market informed of the occurrence of any of the conditions that
would enable the company to terminate the Voluntary Tender
Offer, as well as of any events that may impact its terms and
conditions.

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

                        *     *     *

As reported on April 27, 2007, Standard & Poor's Ratings
Services placed on CreditWatch with negative implications the
'BB+' corporate credit rating on Tele Norte Leste Participacoes
S.A.  The creditwatch resulted from TmarPart's decision to buy
out its holding company's preferred shares.



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

ABSOLUTE INSIGHT: Sets Final Shareholders Meeting on July 18
------------------------------------------------------------
Absolute Insight Plus Tactical Asset Allocation will hold its
final shareholders meeting on July 18, 2008, at 11:00 a.m., at
the offices of Kroll (Cayman) Limited, 4th Floor, Bermuda House,
Dr. Roy's Drive, Grand Cayman, Cayman Islands.

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

Absolute Insight's shareholder agreed on May 30, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Richard E.L. Fogerty
                Attn: Korie Drummond
                c/o Kroll (Cayman) Limited
                4th Floor, Bermuda House
                P.O. Box 1102
                Dr. Roy's Drive, Grand Cayman
                Cayman Islands
                Telephone: (345) 946-0081
                Fax: (345) 946-0082


DENALI CAPITAL: To Hold Final Shareholders Meeting on July 18
-------------------------------------------------------------
Denali Capital CLO III Ltd. will hold its final shareholders
meeting on July 18, 2008, at Caledonian House, 69 Dr. Roy's
Drive, George Town, Grand Cayman, Cayman Islands.

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

Denali Capital's shareholder agreed on May 30, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Griffin Management Limited
                c/o Caledonian Trust (Cayman) Limited
                Caledonian House, 69 Dr. Roy's Drive
                P.O. Box 1043
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Janeen Aljadir
                Telephone: (345) 914-4943
                Fax: (345) 814-4859


LAFFERTY LTD: Will Hold Final Shareholders Meeting on July 18
-------------------------------------------------------------
Lafferty Ltd. will hold its final shareholders meeting on July
18, 2008, at 10:00 a.m., at the offices of Kroll (Cayman)
Limited, 4th Floor, Bermuda House, Dr. Roy's Drive, Grand
Cayman, Cayman Islands.

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

Lafferty Ltd.'s shareholder agreed on May 30, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Gordon I. MacRae and Naul C. Bodden
                Attn: Korie Drummond
                c/o Kroll (Cayman) Limited
                4th Floor, Bermuda House
                P.O. Box 1102  
                Dr. Roy's Drive, Grand Cayman
                Cayman Islands
                Telephone: (345) 946-0081
                Fax: (345) 946-0082


PREMIER AIRCRAFT: Holds Final Shareholders Meeting on July 18
-------------------------------------------------------------
Premier Aircraft Leasing will hold its final shareholders
meeting on July 18, 2008, at Caledonian House, 69 Dr. Roy's
Drive, George Town, Grand Cayman, Cayman Islands.

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

Premier Aircraft's shareholder agreed on May 30, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Griffin Management Limited
                c/o Caledonian Trust (Cayman) Limited
                Caledonian House, 69 Dr. Roy's Drive
                P.O. Box 1043
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Janeen Aljadir
                Telephone: (345) 914-4943
                Fax: (345) 814-4859


SILVER CREEK: Deadline for Proofs of Claim Filing Is July 18
------------------------------------------------------------
Silver Creek Low Vol Institutional Ltd.'s creditors have until
July 18, 2008, to prove their claims to Walkers SPV Limited, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Silver Creek's shareholder decided on June 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited
                 Walker House, 87 Mary Street
                 George Town Grand Cayman
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


SILVER CREEK LOW: Deadline for Claims Filing Is Until July 18
-------------------------------------------------------------
Silver Creek Low Vol Strategies Erisa Ltd.'s creditors have
until July 18, 2008, to prove their claims to Walkers SPV
Limited, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

Silver Creek's shareholder decided on June 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited
                 Walker House, 87 Mary Street
                 George Town Grand Cayman
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314


TREMONT DOUBLE: Proofs of Claim Filing Deadline Is July 18
----------------------------------------------------------
Tremont Double Alpha Market Neutral Portfolio Ltd.'s creditors
have until July 18, 2008, to prove their claims to Walkers SPV
Limited, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

Tremont Double's shareholder decided on June 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Walkers SPV Limited
                 Walker House, 87 Mary Street
                 George Town Grand Cayman
                 Cayman Islands

Contact for inquiries:

                 Anthony Johnson
                 Telephone: (345) 914-6314



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

AMPEX CORP: Seeks to Extend Plan Confirmation Hearing to Aug. 15
----------------------------------------------------------------
Ampex Corporation and certain of its U.S. subsidiaries entered
into a Letter Agreement dated June 24, 2008, with certain of
their creditors amending the Plan Support Agreement filed with
the U.S. Bankruptcy Court for the Southern District of New
York.  

The letter agreement extends until Aug. 15, 2008, the deadline
to hold the confirmation hearing for the Debtors' chapter 11
Plan of Reorganization.  There are a number of risks and
uncertainties relating to confirmation of the Plan and the
bankruptcy process generally.  Accordingly, there can be no
assurance that the Plan will be confirmed by the extended
deadline or that the Debtors will be able to satisfy all of the
other conditions of the Plan Support Agreement.

The Letter Agreement Amending the Plan Support Agreement is
addressed to the Consenting Holders that are Party to the Plan
Support Agreement, dated March 30, 2008.  The Letter confirms
these agreements:

   1. Section 8.1(e) of the Plan Support Agreement is hereby
      amended and restated in its entirety to read as:
      "a hearing to consider the Confirmation Order has not
      been scheduled to occur on or before August 15, 2008;"

   2. Except as expressly provided herein, the Plan Support
      Agreement shall continue in full force and effect in
     accordance with the provisions thereof.

A copy of the Plan Support Agreement is available for free at
http://ResearchArchives.com/t/s?29d6

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual          
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
US$9,770,089 and total debts of US$82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.



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

FRESH DEL MONTE: Acquires Desarollo Shares for US$403 Million
-------------------------------------------------------------
Fresh Del Monte Produce Inc. has acquired the shares of
Desarollo Agroindustrial de Frutales, a producer of high quality
bananas in Costa Rica; the shares of Frutas de Exportacion,
S.A., a major provider of gold pineapples in Costa Rica; and the
shares of an affiliated sales and marketing company,
collectively known as "Caribana."  This transaction further
strengthens Fresh Del Monte's position as one of the world's
leading fresh produce companies.  The acquisition cost was
US$403 million.  The company expects the acquisition to be
accretive to earnings in the first year.

"We are enthusiastic about the financial and operating
advantages that the acquisition of Caribana creates for Fresh
Del Monte Produce, and ultimately, our customers and
shareholders," said Mohammad Abu-Ghazaleh, Fresh Del Monte's
Chairman and Chief Executive Officer.  "Caribana is a natural
fit with Fresh Del Monte.  Their products perfectly mirror those
that we currently offer.  This transaction substantially
increases Del Monte(R) branded banana and Del Monte Gold(R)
Extra Sweet pineapple production for us from Central America.  
Acquiring Caribana dramatically expands our ability to supply
high-quality products to our customers in an environment of
rapidly rising global demand."

Mr. Abu-Ghazaleh added, "In addition, Caribana's production and
packing facilities are in close proximity to our existing Costa
Rica operations creating significant opportunity for operating
synergies.  This transaction provides us with a unique
opportunity to leverage the extensive experience of our
management team to enhance operating efficiencies and accelerate
our cost-savings initiatives.  The acquisition will allow us to
capture savings throughout the supply chain.  The combination
will increase vessel and warehousing utilization and enhance our
ability to capture cost savings in product procurement, inland
transportation, administration and raw materials.  Efficiency is
an ongoing key area of focus for Fresh Del Monte and we believe
this transaction is a huge win, particularly in the current
economic climate.  This deal enhances Fresh Del Monte's position
to capture the attractive opportunities that we have in markets
around the world as we aggressively strive to capitalize on
rising demand for high-quality, healthful, wholesome and
nutritious fresh fruit."

Key Strategic and Financial Benefits:

Enhances existing core product platform for expected revenue and
earnings growth.  The addition of Caribana's extensive
production area substantially increases Fresh Del Monte's
presence in the banana market and further strengthens the
Company's number one position in the gold pineapple market.
Caribana sells approximately 18 million boxes of bananas
annually.  In 2007, Fresh Del Monte purchased approximately 5
million boxes of bananas from Caribana.  The acquired gold
pineapple production is estimated to be approximately 11 million
boxes per year.  This transaction firmly positions Fresh Del
Monte to capitalize on growing global demand for fresh produce
and rapidly expand its reach into existing and new markets.

Increases efficiency and generates significant opportunities for
cost-savings synergies.  The close proximity of Caribana's
production and packing operations to Fresh Del Monte's farms
provides the potential for significant operating efficiencies
and synergies.  Cost-savings opportunities range from the
ability to optimize the Company's logistics and warehousing
platforms to consolidating administrative functions.  Fresh Del
Monte also expects to capture cost savings in the procurement of
agricultural supplies, production equipment, fertilizers and
packaging materials.

Builds scale and strengthens current infrastructure. As a result
of the acquisition, Fresh Del Monte's current land holdings in
Costa Rica increased by approximately 13,000 hectares of quality
farm land.  Many of these farms have obtained prestigious ISO
certifications. In the transaction, Fresh Del Monte also
acquired state-of-the-art packing facilities, as well as modern
farming equipment.  Combining Caribana's farms and production
capabilities with Fresh Del Monte's powerful, vertically
integrated infrastructure, allows the Company to significantly
enhance its ability to provide the highest quality produce to
meet the growing needs of its global customers.

Rabobank International acted as advisor to Fresh Del Monte in
this transaction.

                          About Caribana

The Caribana group is a major producer of bananas in Costa Rica
with a management team that has over 25 years of experience in
growing bananas for U.S. and European customers.  The group is
also a well-established pineapple producer that supplies gold
pineapples to customers in North America and Europe, sold under
the Linda(R) brand, along with various other brands.

                      About Fresh Del Monte

Based in the Cayman Islands, Fresh Del Monte Produce Inc. --
http://www.freshdelmonte.com/-- is one of the world's leading
vertically integrated producers, marketers and distributors of
high-quality fresh and fresh-cut fruit and vegetables, as well
as a leading producer and distributor of prepared fruit and
vegetables, juices, beverages, snacks and desserts in Europe,
the Middle East and Africa.  Fresh Del Monte markets its
products worldwide under the Del Monte(R) brand, a symbol of
product quality, freshness and reliability since 1892.  About
US$197 million total debt was outstanding at March 28, 2008.

Del Monte Fresh Produce Company has operations in Chile, Brazil,
France, Philippines, and Korea.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 23, 2008, Standard & Poor's Ratings Services revised its
outlook on Cayman Islands-based Fresh Del Monte Produce Inc. to
positive from stable.  Existing ratings on the company,
including the 'BB-' corporate credit rating, were affirmed.


INTERPUBLIC GROUP: Moody's Changes Outlook, Affirms Ba3 Rating
--------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive
from stable of The Interpublic Group of Companies, Inc. and
affirmed the company's Ba3 corporate family rating, its Ba3 debt
ratings, and its SGL-1 assessment.  

The outlook change reflects progress made by the company in its
corporate turnaround, including remediation of numerous material
internal control weaknesses, reducing leverage, and expanding
operating margins.  Moody's also anticipates further improvement
in IPG's overall credit profile in the intermediate term that
includes top-line growth and further margin improvement.

In Moody's view, the company has successfully overcome risks
associated with its turnaround strategies and with most
distractions now behind it, IPG is well-positioned to focus on
organic growth and margin expansion driven by better execution
by its current management team and competitive product
offerings.

Despite the risk of pull-back in client spending due to a weak
U.S. economy, the positive outlook anticipates the company will
continue to benefit from a favorable business environment in
international markets (44% of IPG's revenues are from outside
the U.S.), a weak U.S. dollar and enhanced focus on cost
containment.

In addition to geographic diversity, IPG's diverse client base
and service offerings coupled with new initiatives undertaken to
improve digital capabilities, further contribute to our opinion
that the company is on track to achieve the 8.5% - 9% operating
margin target announced earlier this year.

Liquidity remains strong, with a cash balance of US$1.5 billion
on March 31, 2008 and access to a mostly unused US$750 million
3-year Enhanced Liquidity Facility.  While the ELF is not like a
traditional bank facility as it has no restrictive covenants,
and it does provide the company with improved liquidity above
its cash balances.

Financial leverage, as measured by debt to EBITDA, was 4.9x as
of March 31, 2008, which strongly positions the rating in the
Ba3 category, thus providing additional support to the positive
outlook.  Based on Moody's expectations of stable to improving
EBITDA and improved financial flexibility, Moody's anticipates
that IPG will reduce leverage to under 4.5x range by the end of
2008.

Notwithstanding IPG's encouraging outlook based on positive
business prospects, we believe that the company's key financial
metrics are lagging behind those of competitors, especially
operating margin which needs to get closer to the mid-teens to
exhibit investment-grade quality.

Moody's recognizes that the company has the potential to
eventually return to investment grade status in the coming years
but steady improvement in EBITDA and cash flow levels, such that
IPG's credit profile is more closely aligned with those of its
peers, will be necessary for moving to a higher rating category.

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading       
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide,
Lowe Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM
Worldwide, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Carmichael
Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and
R/GA.  Revenues and EBITDA for the LTM period ended March 31,
2008 were US$6.7 billion and US$1 billion respectively.

The company has operations in Argentina, Brazil, Barbados,
Belize, Chile, Colombia, Costa Rica, Dominican Republic,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Puerto Rico, Peru, Uruguay and
Venezuela.



=============
G R E N A D A
=============

* GRENADA: S&P Says NDC Electoral Victory Faces New Challenges
--------------------------------------------------------------
The victory of Grenada's National Democratic Congress party in
the July 8 election follows the Caribbean-wide trend of
political change that has swept the region in the past two
years, said an article published by Standard & Poor's Ratings
Services.  The article, which is titled "NDC's Victory In The
Grenadian Elections Means New Hopes But The Same Challenges,"
says that although many Caribbean nations are putting new
parties into power, the reasons behind the changes vary.  "In
investment-grade countries, the change in the administration
mostly reflects the willingness of the electorate to give a
chance to a different party that has been out of power for many
years, to reinforce the checks and balances in the system, and
to reinvigorate the policymaking dynamism through the
alternation of powers," noted S&P's credit analyst Olga
Kalinina.  "But among the speculative-grade countries, the
change in the administration often is the result of voter
discontent."
     
In Grenada, the political environment has been polarized amid
persistent allegations of the New National Party's lack of
transparency and mismanagement.  In addition, critics cited the
New National Party's inability to create adequate consultation
with the private sector and public in general as well as its
poor governance and lack of political will as the most prominent
deficiencies in the Grenadian policymaking.  "In this context,
and given an already strong position of NDC in the previous
parliament, it came as no surprise that its victory was so
pronounced, with the NDC securing 11 seats in the 15-seat
parliament," Ms. Kalinina added.
     
The new government inherits many challenges to address, such as
reducing high debt, tightening fiscal discipline, and addressing
long-awaited structural reform agenda.  This includes
implementing measures to further boost private investments,
bolstering the economic growth, and addressing the rising
social needs.
     
Overall, although the number and magnitude of challenges the NDC
is facing seem overwhelming, the hope and new spirit brought by
the election outcome -- as well as the benefit of the doubt that
the Grenadian population and outside observers are giving to NDC
-- should motivate the robust reform agenda by the new party.
Importantly, NDC's term will start in the environment of
improved cooperation with the International Monetary Fund, a
critical factor in Grenada's relations with investors and
creditors.  Just a few days prior to the elections, the IMF
approved the disbursement of US$4.8 million and authorized a
one-year extension of the Poverty Reduction and Growth Facility
arrangement to 2010.
     
The issues facing the country are well known.  It is S&P's
expectation that Grenadians' vote on July 8 reflects the
population's belief in the ability of the new administration to
address the challenges effectively and move the country forward.



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

LAND O'LAKES: Moody's Hikes Corp. Family Rating 1 Notch to Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating and probability of default rating of Land O'Lakes, Inc.
to Ba1 from Ba2.  The ratings on the second lien debt and a
subsidiary's capital securities were also upgraded, and other
long term ratings affirmed.  The company's speculative grade
liquidity rating was lowered to SGL-3 from SGL-2. The rating
outlook is stable.

Ratings upgrade:

  -- Corporate family rating to Ba1 from Ba2
  -- Probability of default rating to Ba1 from Ba2

  -- US$175 million 9% senior secured second lien debt to Baa3
     (LGD3,34%) from Ba1 (LGD2,29%)

Land O'Lakes Capital Trust I

  -- US$191 million 7.45% capital securities to Ba2 (LGD6,95%)
     from B1 (LGD5,88%)

Ratings affirmed; LGD percentages revised

  -- US$225 million senior secured revolving credit at Baa3
     (LGD2).  LGD% to 22% from 18%

  -- Senior unsecured notes at Ba2 (LGD4) LGD % to 69% from 57%

Rating lowered:

Land O'Lakes, Inc.

  -- Speculative grade liquidity rating to SGL-3 from SGL-2

The upgrade in corporate family rating and probability of
default rating reflects Land O' Lakes' improved profit levels,
as the company's leading market positions allowed it to
successfully pass along higher costs; the continued streamlining
of its business portfolio; stability in debt balances, as
internal cash flow generation and asset divestitures funded
major needs; and strengthened credit metrics that are
commensurate with the company's new rating level.

The expected loss percentages of each class of rated debt
benefited from the upgrade in the probability of default and the
greater enterprise value after the crop protection business
acquisition; however, the improvement in expected loss was
sufficient to raise the ratings only of the second lien debt and
the capital securities.

The company's SGL-3 rating incorporates Moody's expectation that
higher working capital requirements, due to high and rising
commodity prices and due to the working capital needs of the
recently acquired crop protection business, will require
external funding over the near term.

Nonetheless, excess availability is expected to be adequate
under the company's committed credit facilities--US$225 million
revolving credit facility expiring in August 2011 and its
US$400 million receivables securitization facility expiring in
September 2011.

Moody's anticipates that Land O'Lakes will comply with financial
covenants with a comfortable cushion. Land O'Lakes assets are
encumbered, limiting alternative sources of liquidity, although
it could sell discrete businesses without affecting remaining
operations.

The company's Ba1 rating is supported by the strength of the
Land O' Lakes brand; the cooperative's scale; its strong market
positions in dairy, animal feed, seed and agronomy; the broad
distribution infrastructure supporting its businesses; and Land
O'Lakes' historical liquidity under stress.  All of these
factors are consistent with an investment grade rating.

However, the cooperative's exposure to volatile agricultural and
commodity markets, especially dairy and seed, and a business
profile that continues to evolve are speculative grade
attributes.  In addition, Land O' Lakes' ratings take into
account the challenges of adapting and executing business
strategies under a cooperative ownership structure.

Headquartered in Saint Paul, Minnesota, Land O'Lakes Inc. --
http://www.landolakesinc.com/-- is a national, farmer-owned
food and agricultural cooperative.  Land O'Lakes does business
in all 50 states and more than 50 countries, including the
Philippines, Ukraine and Guatemala.  It is a leading marketer of
a full line of dairy-based consumer, foodservice and food
ingredient products across the United States; serves its
international customers with a variety of food and animal feed
ingredients; and provides farmers and ranchers with an extensive
line of agricultural supplies and services.  Land O'Lakes also
provides agricultural assistance and technical training in more
than 25 developing nations.  Revenues for the 12-month ended
March 31, 2008 were approximately US$10 billion.



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

AIR JAMAICA: Maintenance Workers Sign Off on Wage Contract
----------------------------------------------------------
Radio Jamaica relates that Air Jamaica's maintenance staff  
signed off on a new wage contract with the airline's management
during a meeting on Thursday.

According to Radio Jamaica, the new 14% wage deal will be
implemented for 200 workers at Air Jamaica, including its ground
staff, mechanics, and supervisors.  The National Workers Union's
Vice President Granville Valentine said that the workers weren't
pleased with the deal.  They had no choice but to sign the
contract after several negotiations, Mr. Valentine added.

Radio Jamaica relates that Mr. Valentine said the contract
expires in 2009.  The National Workers is treating it as an
interim one, according to Mr. Valentine.  The wage increase is
effective from July 1, 2008, through November 2009, Mr.
Valentine added.

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

                          *    *     *

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

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


SUGAR COMPANY: To Assist Dismissed Workers in New Businesses
------------------------------------------------------------
Patrick Foster at The Jamaica Observer reports that Prime
Minister Bruce Golding said provisions were being made to assist
the Sugar Company of Jamaica Limited's dismissed workers in
starting new business ventures.

As reported in the Troubled Company Reporter-Latin America on
July 11, 2008, the Jamaican government will cover up to
J$2.7 billion in redundancy payments for an estimated 13,000
workers who will be laid off after the divestment of the Sugar
Company of Jamaica's five factories.  The Sugar Company will
surrender ownership of its sugar factories to Infinity Bio-
Energy Limited.  

The Observer quoted Prime Minister Golding as saying, "At the
end of September, we will be in a position to make redundancy
payments to sugar workers.  It will cost in excess of
J$2.7 billion."  The redundancy package was financed by the
European Union and the Jamaican government.

The Observer relates that Prime Minister Golding couldn't say
how many of the Sugar Company's farmers the new company would
rehire.  The prime minister said, "We have put in place an
alternative option for persons who may not want to be re-
employed or are not re-employed by the new company."

The workers could present their redundancy cheques to specified
financial institutions and apply for assistance through the
program, The Observer says, citing Prime Minister Golding.  
"Just show your redundancy cheque and a viable project and you
will be able to get a loan to start a new business venture," the
prime minister added.

Prime Minister Golding said trading wouldn't be accommodated in
the projects for financing, The Observer notes.  "We are not
into buying and selling.  It has to be either producing goods or
a service," Prime Minister Golding added.

The Sugar Company of Jamaica Limited, a.k.a. SCJ, was formed in
November 1993 by a consortium made up of J. Wray & Nephew
Limited, Manufacturers Investments Limited and Booker Tate
Limited.  The three companies each held 17% equity in SCJ, with
the remaining 49% being held by the government of Jamaica.  In
1998, the government became the sole shareholder of SCJ by
acquiring the interests of the members of the consortium. Its
stated goal was to maximize efficiency, productivity and
profitability of the three sugar factories, within three years.
The principal activities of the company are the cultivation of
cane and the manufacture and sale of sugar and molasses.

The Sugar Company of Jamaica Limited registered a net loss of
almost US$1.1 billion for the financial year ended Sept. 30,
2005, 80% higher than the US$600 million reported in the
previous financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.
According to published reports, the Jamaican government has
taken responsibility for the payment of the firm's debts.  Radio
Jamaica has said that to date, the five sugar factories have
incurred J$3 billion in debts.  The government is now selling
the factories, which have racked up debts of J$20 billion.


SUGAR COMPANY: Stakeholders to Meet for Divestment Discussion
-------------------------------------------------------------
Radio Jamaica reports that the Sugar Company of Jamaica
Limited's stakeholders will hold a meeting at the Mandeville
Hotel in Manchester to discuss the sale of the firm's five
factories.

As reported in the Troubled Company Reporter-Latin America on
July 7, 2008, the Jamaican government will cover up to
J$3 billion in redundancy payments for an estimated 13,000
workers who will be laid off after the divestment of the Sugar
Company of Jamaica Limited's five factories.  The Sugar Company
will surrender ownership of its sugar factories to Infinity Bio-
Energy Limited.  

Over 70 officials, including Jamaica's Agriculture Minister  
Chris Tufton, will attend the meeting, Radio Jamaica notes.  
Issues that need to be ironed out before the completion of the
divestment program will be discussed.

Minister Tufton will present a report on the factories' sale,
Radio Jamaica relates, citing the National Workers Union's
President Vincent Morrison.  "The unions, the Sugar Producers
Federation, the Sugar Industry Authority and the cane farmers
will get an opportunity to get from Minister Tufton a
comprehensive report as to where the divestment is and where
we're going," Mr. Morrison added.

The Sugar Company of Jamaica Limited, a.k.a. SCJ, was formed in
November 1993 by a consortium made up of J. Wray & Nephew
Limited, Manufacturers Investments Limited and Booker Tate
Limited.  The three companies each held 17% equity in SCJ, with
the remaining 49% being held by the government of Jamaica.  In
1998, the government became the sole shareholder of SCJ by
acquiring the interests of the members of the consortium. Its
stated goal was to maximize efficiency, productivity and
profitability of the three sugar factories, within three years.
The principal activities of the company are the cultivation of
cane and the manufacture and sale of sugar and molasses.

The Sugar Company of Jamaica Limited registered a net loss of
almost US$1.1 billion for the financial year ended Sept. 30,
2005, 80% higher than the US$600 million reported in the
previous financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.
According to published reports, the Jamaican government has
taken responsibility for the payment of the firm's debts.  Radio
Jamaica has said that to date, the five sugar factories have
incurred J$3 billion in debts.  The government is now selling
the factories, which have racked up debts of J$20 billion.



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

BENQ MOBILE: Seeks Talks With Siemens on Asset Claims
-----------------------------------------------------
Mr. Martin Prager, BenQ Mobile GmbH & Co.'s insolvency
administrator, will commence a talk with Siemens AG over its
planned "three digit million" euro damages suit, the cellular-
news.com reports.

BenQ Mobile filed for insolvency protection in September 2006, a
year after the Taiwanese firm BenQ Corp., took over the
struggling unit from Siemens.

Headquartered in Taiwan, Republic of China, BenQ Corp.,
Inc. -- http://www.benq.com/-- is principally engaged in   
manufacturing, developing and selling of computer peripherals
and telecommunication products.  It is also a major provider of
3G handset, 3G handset, Camera phones, and other products.  The
company's global operations are in Brazil, Mexico, Canada,
United States, Australia, China, Hong Kong, India, Indonesia,
Japan, Korea, Malaysia, New Zealand, Philippines, Singapore,
Taiwan, Turkey, Thailand, Vietnam, Austria, Belgium, among
others.

BenQ Mobile GmbH & Co., the company's wholly owned subsidiary,
operates from Munich, Germany.  BenQ Mobile filed for insolvency
in Germany on Sept. 29, after BenQ Corp.'s board decided to
discontinue capital injection into the mobile unit in order to
stem unsustainable losses.  The collapse follows a year after
Siemens sold the company to Taiwanese technology group BenQ.
BenQ Mobile has lost market share against giant competitors.

A Munich Court opened insolvency proceedings against BenQ Mobile
GmbH & Co OHG on Jan. 1 after Mr. Prager failed to meet the
deadline in finding a buyer for the company on Dec. 31, 2006


BOWNE & CO: S&P Lifts Corporate Credit Rating to 'BB-' From 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its corporate
credit and issue-level ratings on New York-based Bowne & Co.
Inc.  The corporate credit rating was raised to 'BB-' from 'B+'.  
The rating outlook is stable.
     
"The ratings upgrade reflects a reassessment of Bowne's business
profile, taking into account recent acquisitions and
management's relatively conservative financial policies," said
Standard & Poor's credit analyst Michael Listner.  "Bowne's
conservative balance sheet management has enabled the company to
strengthen its capital structure, and the company has
diversified its revenue base in a manner that will allow it to
absorb expected deterioration to its credit measures over the
intermediate term as a result of depressed volumes in the
transaction-based financial printing segment.  Despite Bowne's
concentration in the competitive financial print business and
its exposure to capital markets volatility, the company is
expected to maintain credit measures commensurate with a 'BB-'
rating."
     
Notwithstanding recent deterioration in operating performance,
total lease-adjusted debt to EBITDA was approximately 2.6x as of
March 31, 2008, which is good for the 'BB-'rating.  Given its
expectation for continued softness in the capital markets and an
estimated year-over-year decline of approximately 30% in
transactional revenue, S&P anticipate that total lease-adjusted
debt to EBITDA will be around 3.0 at the end of 2008.  This
would provide some flexibility in the company's leverage profile
relative to its expectation that leverage remain at less than
4.5 on average.  

Recently acquired cash flows and announced cost reductions
should somewhat offset the expected cash flow declines this year
in Bowne's existing businesses.  Still, S&P anticipate that
aggregate revenue will decline in the low-single-digit
percentage area and that EBITDA will decline in the mid-teens
percentage area in 2008 year over year.
     
The 'BB-' rating reflects Bowne's concentration in the
competitive financial print business and its exposure to the
volatility related to transaction-based financial printing
volumes, which are subject to changes in capital market
activities.  Bowne specializes in transaction-based printing for
IPOs and mergers and acquisitions, compliance financial
printing, mutual fund printing and reporting, digital printing,
and marketing communications.  Major competitors include R.R.
Donnelly & Sons and Merrill Corp.  Although volatility is lower
for compliance reporting, overall performance of the segment is
highly dependent on transaction-based print volumes and capital
market activity, which increases the volatility of the company's
cash flow base.

Headquartered in New York City, Bowne & Co. Inc. (NYSE: BNE)
-- http://www.bowne.com/ -- provides financial, marketing and
business communications services around the world.  The company
has 3,200 employees and 60 offices worldwide.  The company's
Latin American offices are located in Argentina, Brazil and
Mexico.  Its annual revenue is approximately US$850 million.


EMPRESAS ICA: Unit Inks Deal for Line 12 Mexico Construction
------------------------------------------------------------
Empresas ICA S.A.B de C.V. disclosed that an ICA-led consortium
has signed the contract to build the new line 12 of the Mexico
City Metro with the Directorate General of Transportation Works
of the Government of Mexico City.  The consortium is headed by
ICA subsidiary Ingenieros Civiles Asociados, S.A. de C.V., with
a 53% interest.

Carso Infraestructura y Construccion, S.A.B. de C.V., the
construction partner, has 17%, and Alstom Mexicana, S.A. de C.V.
the integrator for the electro-mechanical systems, has 30%.  The
contract, which was awarded through an international public
bidding process, has a total value of MXN15.290 million,
excluding value added tax (IVA).

The fixed price, fixed term project will be constructed under a
traditional public works mechanism.  Construction is expected to
begin immediately and to be completed in December 2011.  The
project includes the construction of a new 24.4km Metro line
that will link the eastern and western parts of the city, from
Tlahuac to Mixcoac.

Construction will take place in two phases.  The first, running
from Tlahuac to Axomulco is expected to be put into service by
Dec. 31, 2010; the second, running from Axomulco to Mixcoac is
expected to be put into service by Dec. 31, 2011.  Line 12 will
have 21 stations: two terminals, four transfer stations, and 15
other stations.  The new line is expected to connect to the
existing 2, 3, 7 and 8 Metro lines.  Once completed, Line 12
will have a capacity to serve up to 412,000 passengers per day.

The Mexico City Metro is the fifth largest urban transport
system in the world, extending more than 200km on the current 11
lines.  Once Line 12 is completed the system will extend more
than 225 km.

Empresas ICA, S.A.B de C.V. -- http://www.ica.com.mx/-- the        
largest engineering, construction, and procurement company in
Mexico, was founded in 1947.  ICA has completed construction and
engineering projects in 21 countries.  ICA's principal business
units include civil construction and industrial construction.
Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Empresas ICA S.A.B.
de C.V.  S&P said the outlook is stable.



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

CELESTICA INC: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed these ratings for Celestica Inc.:

  -- Issuer Default Rating at 'B+';
  -- Senior Secured Credit Facility at 'BB+/RR1';
  -- Senior subordinated debt at 'B/RR5'.

The Rating Outlook has been revised to Stable from Negative.

The ratings affirmation and Stable Outlook reflect these
considerations:

  -- Celestica has significantly improved profitability over the
     past year, increasing EBITDA margin from a low of 1.7% in
     1Q07 (end Mar 2007) to 4% in 1Q08 despite a 7.5% decline in
     revenue for the latest twelve month period ending March 31,
     2008.

  -- Celestica maintains a conservative balance sheet with
     US$750 million in long-term debt and US$1.1 billion in
     cash.  Fitch estimates leverage (Total Debt / Total
     Operating EBITDA) as of March 31, 2008, to be 2.7 or 4.3
     when adjusted for off-balance sheet debt.  This compares to
     peak leverage of 3.6 or 5.5 on an adjusted basis in 3Q07.

  -- Fitch believes Celestica has managed to stabilize its top-
     line following five consecutive quarters of year-over-year
     declines in revenue although signs of a renewed and
     sustainable revenue growth trend have yet to materialize.

The ratings are supported by these:

  -- Celestica maintains a conservative capital structure with
     approximately US$400 million in net cash.

  -- Fitch expects Celestica would generate significant cash
     from working capital during a downturn, as typical for the
     EMS industry.

  -- Fitch believes that a long-term trend of increased
     outsourcing of manufacturing across multiple economic
     sectors will benefit the EMS industry in general.

  -- Celestica remains a leading global EMS provider with a blue
     chip customer base.

Ratings concerns include:

  -- Execution issues in late 2006 led to material customer
     attrition and an 8.4% decline in revenue during 2007.
     Fitch does expect revenue trends to stabilize in 2008.

  -- Celestica has significant customer concentration risk,
     although typical for the industry, with the top 10
     customers representing approximately 60% of total revenue.

  -- Generally low operating margins associated with the EMS
     model which has produced returns on invested capital below
     the cost of capital for many competitors in recent years,
     including Celestica.

As of March 31, 2008, liquidity was solid with a fully available
US$300 million secured revolving credit facility which expires
April 2009 and US$1.1 billion in cash.  Celestica also has a
US$250 million committed accounts receivable securitization
facility which it utilizes for additional liquidity.  This
facility had approximately US$50 million of available liquidity
as of March 31, 2008, and expires November 2008.

Total debt as of March 31, 2008 was approximately US$770 million
and included primarily US$500 million of 7.875% senior
subordinated notes due June 2011 and US$250 million of 7.625%
senior subordinated notes due June 2013.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Celestica, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (going concern) rather than a liquidation
scenario.  In deriving a distressed enterprise value, Fitch
applies a 30% discount to Celestica's estimated operating EBITDA
of approximately US$285 million for the LTM ended March 31, 2008
based on a 3.25 interest coverage covenant included in the
company's revolving credit facility agreement.

Fitch then applies a 4.0 distressed EBITDA multiple, which
considers Celestica's current multiple and that a stress event
would likely lead to multiple contraction.  As is standard with
Fitch's recovery analysis, the revolver is fully drawn and cash
balances fully depleted to reflect a stress event.  The 'RR1' is
for Celestica's secured bank facility reflects Fitch's belief
that 100% recovery is realistic.  The 'RR5' is for the senior
subordinated debt reflects Fitch's estimate that a recovery of
11%-30% would be achievable.

Headquartered in Toronto, Celestica Inc. (NYSE:CLS) --
http://www.celestica.com/-- provides innovative electronics       
manufacturing services to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.  As reported in the Troubled Company Reporter on
Feb. 5, 2008, Celestica reported net loss on a generally
accepted accounting principles basis for the fourth quarter of
US$11.7 million compared to GAAP net loss of US$60.8 million for
the same period last year.

Celestica operates a highly sophisticated global manufacturing
network with operations in Brazil, China, Ireland, Italy, Japan,
Malaysia, Philippines, Puerto Rico, and the United Kingdom.



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

CITGO PETROLEUM: Launches Program to Address High Fuel Costs
------------------------------------------------------------
Citgo Petroleum Corp. has launched its Citgo HD GreenWay program
to help resolve increasing diesel fuel costs.

Citgo Petroleum is responding to rising diesel fuel costs with
its SynDurance 5W-40 Heavy Duty Engine Oil and the GreenWay
Family of Lubricants.  By using GreenWay, fleet managers can
reduce vehicle wear and tear, improve fuel efficiency and all-
weather performance, reduce their carbon footprint, and save up
to US$4,000 per unit annually.

The Citgo HD GreenWay program is comprised of a family of
synthetic products along with the company's LubeAlert Oil
Analysis Program.  Together, with the oversight of a Citgo
Lubricant expert, the GreenWay program is designed for each
fleet to pinpoint areas of financial and resource savings.

"A program like GreenWay offers fleets opportunities to make
reductions in operating expenses like labor and fuel," said Mark
Betner, HD Product Manager of Citgo Lubricants.  "These
reductions ultimately impact the carbon footprint of each
fleet," he added.

The Citgo HD GreenWay program includes:

          -- CITGARD SynDurance and CITGARD SynDurance Plus HD
             Engine Oils,

          -- QuatraSyn Synthetic Automatic Transmission Fluid,

          -- LubeAlert Oil Analysis Program,

          -- OverDrive HD Grease,

          -- SynDurance Synthetic Gear Oils, and
      
          -- CITGARD 700.

Citgo Petroleum launched its GreenWay business-to-business print
campaign with an ad in The Wall Street Journal, to be followed
up in the coming months with testimonial ads in prominent,
nationally distributed fleet trade publications like Heavy Duty
Trucking, Commercial Carrier Journal, Fleet Owner, and Fleet
Equipment.

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

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                           *     *     *

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


NORTHWEST AIRLINES: To Slash 2,500 Workers
------------------------------------------
Northwest Airlines Corporation said it will reduce its frontline
and management employees by 2,500 as a result of capacity
reductions taken to address the unprecedented run-up in oil
prices.  In addition, NWA will match its competitors and charge
fees for the first checked bag and for frequent flier award
tickets, and increase the fees for ticket changes.

"Our fuel costs have more than doubled in the past year," said
Doug Steenland, President and CEO of Northwest Airlines.  "In
order to manage through this unprecedented fuel challenge, we
have to take action to both control costs and increase our
revenue."

A. Personnel Reductions via Voluntary Programs

In June, Northwest announced plans to reduce its system mainline
capacity (domestic and international) in the fourth quarter of
2008 by 8.5% to 9.5% versus the fourth quarter of 2007.  The
Troubled Company Reporter issued a story on that disclosure on
June 20, 2008, and quoted Mr. Steenland as saying, "In response
to these extraordinary fuel costs, we are taking prudent actions
to reduce our capacity and right-size the airline.  This will
allow us to better match our capacity to customer demand as
airfares, by necessity, must increase."

As a result of these flight reductions, Northwest said it will
reduce its frontline and management personnel by 2,500.  All NWA
employee groups will be affected by the reduction.

The reductions will be first achieved through a variety of
voluntary programs including early-out programs, voluntary
leaves, work rule modifications and attrition.  Furloughs will
be employed only if voluntary means fail to achieve the targeted
reductions.

"These reductions are the direct result of our extraordinary
fuel costs and the necessary actions we must take to right-size
our airline and eliminate unprofitable flying," said Mr.
Steenland.

B. Added Fees

NWA will also match other competitors by adding fees to offset
some of its extraordinary fuel costs.

C. Checked Bag Fees

NWA is matching several competitors including American Airlines,
United Airlines and US Airways, with plans to charge US$15 for
the customer's first checked bag.  The new policy applies to
tickets sold on or after July 10, for travel starting August 28,
throughout the United States as well as travel between the U.S.
and Canada.

NWA also charges US$25 for a second checked bag and US$100 for
three or more checked bags.  Frequent flier elites are exempt
from the policy, along with full-fare coach passengers.

D. WorldPerks(R) Award Tickets

NWA is also matching competitors by implementing a service fee
for award tickets.  For WorldPerks(R) Award tickets issued in
North America on or after Sept. 15, 2008, NWA will charge US$25
for domestic tickets, US$50 for Trans-Atlantic tickets, and
US$100 for Trans-Pacific travel.

Mr. Steenland noted, "This is a temporary service fee to
partially offset our fuel costs.  As fuel comes down, we will
re-visit this decision."

E. Ticket Change Fees

NWA also followed moves by American, United, Continental and US
Airways to increase fees for ticket changes.  Starting July 9,
the fee for domestic non-refundable ticket changes will increase
from US$100 to US$150.  International ticket change fees will
increase by an additional US$50 to US$150 per ticket, depending
on class of service and other restrictions.

F. Revenue Gains; Cost Containment

Mr. Steenland said, "In addition to helping offset our
extraordinary fuel prices, these fee increases also better align
our costs with providing these services."

He concluded, "We expect these three incremental revenue
enhancing measures to generate US$250 million to US$300 million
a year, which will help ease the burden of these record high oil
prices."

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

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

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


NORTHWEST AIRLINES: CEO Spurs Campaign to Lower Fuel Prices
-----------------------------------------------------------
Northwest Airlines Corporation President and CEO Doug Steenland
criticized financial speculation in light of the rapid run-up in
oil prices in the final hour of trading and said, "If anybody
needed any further evidence that the oil markets are being
directly influenced and affected by financial speculation, [the
current situation] ends that debate."

He added, "With no single event occurring that would cause
supply to decrease or demand for oil to increase, the price in
the last 20 minutes of trading went up about US$5 a barrel as a
result of financial players, near the close of trading, coming
into the market and driving up price."

Mr. Steenland, who is also the Chairman of the Board of the Air
Transport Association, recently testified in Congress on this
issue, and added, "[The current situation] is the poster child
of why Congress needs to take immediate action to change the law
and stop these abuses from adversely affecting the U.S. economy
and consumers."

Over the last year, the price of crude oil has more than
doubled.  To help fix these unprecedented oil challenges, Mr.
Steenland favors increasing domestic supply, further oil
exploration in the United States, investing in alternative
energy sources, and conservation.

        Workers Urge Congress to Mitigate Oil Speculation

For past the two weeks, Northwest and Delta Air Lines employees
have together sent more than 20,000 messages to Congressional
leaders, urging them to pass legislation that will limit this
rampant oil speculation.

Northwest and Delta also joined 10 other airlines -- which are
part of broad business, labor and consumer coalition -- in
emailing their frequent flier databases, asking customers to
join them in fighting the high cost of fuel.  Since the email
campaign launched yesterday, 300,000 emails have already been
sent by customers to Members of Congress.

The letter-writing campaign is at:

               http://www.StopOilSpeculationNow.com/

                         About Delta Air

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

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

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

                     About Northwest Airlines

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

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

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



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

NBTY INC: Moody's Rates US$300MM Sr. Loan Ba1; Outlook is Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 to US$300 million
senior secured term loan of NBTY, Inc.  Moody's also changed the
company's rating outlook to stable from positive, and lowered
its senior subordinated notes to B1 from Ba3.

The outlook revision to stable from positive reflects Moody's
expectation that as a result of its acquisition of Leiner Health
Products, debt to EBITDA will increase to about 3.3 times,
making it less likely that the company will be upgraded during
the next twelve to eighteen month period.

A higher rating would require the company achieve and sustain
debt/EBITDA below threee times.  Debt/EBITDA was 2.5 times for
the latest 12-month period ended March 31, 2008.

NBTY's Ba2 corporate family rating considers its solid market
position and growth rate, healthy profitability, well known
brands, and good liquidity.  Key credit concerns include the
company's concentration in one product segment, the vitamin,
mineral, and nutritional supplements segment, which is viewed by
Moody's as facing the potential for sales and earnings
volatility owing to industry risks.

Although NBTY's credit metrics will continue to be more
indicative of a higher rating category, the industry risks
associated with segment result in Moody's expecting the company
to maintain credit metrics that are strong for its rating
category.

The downgrade of the senior subordinated notes reflects the
additional US$300 million of senior secured debt being added
ahead of the company's existing senior subordinated notes.  The
Ba1 rating on the new term loan reflects its superior position
in the capital structure.

On June 10, 2008, NBTY disclosed that it had entered into an
amended and restated asset purchase agreement to purchase
substantially all of the assets of Leiner's vitamin division for
approximately US$371 million plus the assumption of certain
liabilities.

The assets acquired by NBTY exclude the production facility
operated by Leiner which resulted in the Department of Justice
investigation and subsequent US$10 million fine.  The
acquisition will be mostly financed with the newly rated US$300
million term loan, as well as excess cash and borrowings under
the revolver.

Pro forma for the acquisition of Leiner, total revenues are
about US$2.5 billion.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,   
markets and distributes line of quality nutritional supplements
in the United States and throughout the world.  Under a number
of NBTY and third party brands, the company offers over 22,000
products.  As of Sept. 30, 2005, it operated 542 Vitamin World
and Nutrition Warehouse retail stores in the United States,
Guam, Puerto Rico, and the Virgin Islands.




* S&P Says LatAm Building Materials Biz Shows Mixed Credit Trend
----------------------------------------------------------------
The Latin American building materials industry, most notably
cement, is exposed to inherent volatility because of its
exposure to swings in construction activity and the
macroeconomic environment.  In this sense, and given the
peculiarities of countries where the rated companies operate,
the credit trends for these companies in the short-to-medium
term are mixed.

During first-quarter 2008, Mexican companies' financial results
were somewhat affected by the current slowdown in the United
States economy, particularly by the weakening residential
housing market.  In the short term, Standard & Poor's Ratings
Services expects the still-active domestic Mexican market to
help companies partially mitigate the downturn in the U.S.
Nevertheless, S&P will continue to monitor the U.S. economy
closely to assess the final impact on the Mexican building
material industry's operating and financial performance.

On the other hand, Brazilian cement companies have benefited
from the strong development of the homebuilding industry, which
positively affected cement prices and shipments to the local
market.  Pricing improvements allowed the companies' operating
margins to recover significantly from the depressed levels
posted in 2007, as a result of fierce price competition in the
domestic market.

In first quarter 2008, Argentine cement companies continued to
face margin pressures due to cost increases and gas supply
reductions in the local market.  In the short term, S&P expects
Argentine cement companies to continue benefiting from the
still-favorable construction environment.  Nevertheless, an
escalation of the recent political disturbances could affect
private investors' market confidence, which in turn could result
in the postponements of construction projects, hurting the
industry's growth prospects.



                            ***********

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

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

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

                            ***********


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

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

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

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

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

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


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