TCRLA_Public/080731.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

            Thursday, July 31, 2008, Vol. 9, No. 151

                            Headlines


A R G E N T I N A

BUNGE: Moody's Shifts Ba1 Pref. Stock Rating Outlook to Stable


B E R M U D A

AUGMENTATION INVESTMENTS: 1st Contributories Meeting on Aug. 14
CENTRAL EUROPEAN: Net Income Increases to US$67.6MM in 2nd Qtr.
COM TEL: Sets First Contributories Meeting for Aug. 14
CONVERGENCE CAPITAL: First Contributories Meeting Is on Aug. 14
CONVERGENCE CAPITAL LTD: 1st Contributories Meeting on Aug. 14

FIRST NATIONAL: To Hold First Contributories Meeting on Aug. 14
FOSTER WHEELER: Global Power Unit Bags Contract From Sweden Firm
GAMMA CAPITAL: Will Hold First Contributories Meeting on Aug. 14
IPOC INTERNATIONAL: First Contributories Meeting Set for Aug. 14
IPOC INT'L GROWTH: First Contributories Meeting Is on Aug. 14

SECURITY CAPITAL: S&P Retains WatchNeg Despite Capital Injection
TELCO OVERSEAS: Sets First Contributories Meeting for Aug. 14


B R A Z I L

BANCO DO BRASIL: May Advance Importers US$400MM Through CAF
BANCO NACIONAL: Audit Finds No Irregularities in Two Financings
DELTA AIR: Launches Atlanta-Sao Paulo Flights Starting Dec. 20
ENERGIAS DO BRASIL: EBITDA Grows 3.8% to BRL323.4MM in 2nd Qtr.
HERBALIFE LTD: Names Marcelo Zalcberg as Brazil Country Director


C A Y M A N  I S L A N D S

BOMBAY COMPANY: Court to Decide on Plan Confirmation on Aug. 20
DURANT CDO: Proofs of Claim Filing Deadline Is Aug. 2
FRESH DEL MONTE: Earns US$41.9 Million in Quarter Ended June 27
NORTH AMERICAN CARRIERS: Deadline for Claims Filing Is Aug. 2
NORTH AMERICAN CARRIERS II: Claims Filing Deadline Is Aug. 2

PARMALAT SPA: Citigroup Trial to Proceed to Jury Verdict
STONEHEATH RE: A.M Best Puts bb+ Rating Under Negative Review


C H I L E

ALCATEL-LUCENT: Bags Gtd Contract to Deploy Network in Chile
ALCATEL-LUCENT SA: CEO & Chairman to Quit from Posts


C O L O M B I A

BANCOLOMBIA: Appoints Juan Salazar As Audit Committee Member


D O M I N I C A N   R E P U B L I C

BANCREDITO: Unit Sells Property to Internal Taxes for DOP45MM
TRICOM SA: Court Adjourns Aug. 6 Plan Status Conference Hearing
TRICOM SA: Court Allows Use of Credit Suisse' Collateral


E C U A D O R

PETROECUADOR: To Hold 70% Stake in Joint Venture with Venezuela


G U A T E M A L A

BRITISH AIRWAYS: In Talks with Iberia SA over Possible Merger
CLAIRE STORES: Moody's Junks Probability of Default Rating


H A I T I

TRILOGY INT'L: S&P Affirms B- Long-Term Corporate Credit Rating


J A M A I C A

OLINT CORP: Members File Lawsuits Against David Smith
SUGAR COMPANY: Workers to Get Redundancy Packages on Divestment


M E X I C O

ALLIS-CHALMERS: Moody's Assigns B2 Rating to Proposed Notes
ALLIS-CHALMER: S&P Rates Proposed US$350MM Sr. Unsec. Notes 'B+'
BHM TECHNOLOGIES: Eclipse Wants to Lift Stay to Recover Tooling
BLUE WATER: Mulls Closure After US$39MM Sale Fell Through
CLEAR CHANNEL: Fitch Cuts Issuer Default Rating to B from BB-

EMPRESAS ICA: Earns MXN93 Million in 2008 Second Quarter
HERCULES OFFSHORE: Books US$20 Million Net Income in 2nd Quarter
METROFINANCIERA: Collateral Slide Cues Fitch to Cut Ratings

* TULTITLAN: Moody's Assigns Ba3 Rating for MXN164 Million Loan


P E R U

GRAN TIERRA: To Consolidate Business With Solana Resources Ltd.


P U E R T O  R I C O

CARRIBBEAN RESTAURANTS: Moody's Cuts Corp. Family Rating to Caa1
MMM HOLDINGS: Moody's Upgrades Senior Debt Rating to B3
R&G FINANCIAL: Final Hearing For Proposed Settlement Is Sept. 16
TRADEWINDS AIRLINES: Files for Bankruptcy in Florida
TRADEWINDS AIRLINES: Voluntary Chapter 11 Case Summary


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Delays Project With Enarsa

* PricewaterhouseCoopers Eyes Hard Times for Bermudan Insurers

* Upcoming Meetings, Conferences and Seminars


                         - - - - -


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

BUNGE: Moody's Shifts Ba1 Pref. Stock Rating Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service changed the outlook for Bunge Ltd.'s
long-term debt to stable from negative, including the guaranteed
debt of subsidiaries rated Baa2; and the preferred stock of
Bunge Ltd., rated Ba1.  The rating outlook for the senior long-
term debt of Corn Products International, Inc., rated Baa2, also
was changed to stable from negative.  The stabilized rating
outlook is in response to Bunge's improving earnings and cash
flow profile, the expected operating and financial benefits from
its pending acquisition of Corn Products, and an adequate
approach to liquidity management, despite a significant increase
in debt levels associated with rising working capital
requirements.

Bunge's earnings and cash flows, as well as fixed charge
coverage measures, have reached record levels over the past
year, driven primarily by improved agribusiness and fertilizer
results.  In the first half of 2008, earnings and cash flow
before changes in working capital benefited from stronger
margins in agribusiness and improved fertilizer profitability
stemming from record high commodity prices for soybeans and
corn, which have doubled in the past year; an 8% increase (last
twelve months) in overall commodity volumes, led by agribusiness
and food products; and a rebound in the Brazilian farm economy
and strong demand for fertilizer.  Crush margins in oilseed
processing have risen, and price increases have been sustained
in Bunge's wheat milling and edible oils operations, which
should help offset higher input costs.

In addition, the pending acquisition of Corn Products will be
favorable to Bunge's operational and financial position, adding
a strong presence in the corn value chain, broader geographic
and product line diversification, and more than US$4 billion of
equity to the combined balance sheet based on the equity
financing.  Going into the second half of 2008, a strong
performance can be expected for Bunge, although soybean and corn
prices have recently declined modestly, which could adversely
affect fertilizer operations.  However, working capital carrying
costs, rising energy costs, and a potential slow down in demand
by agribusiness customers in response to rising prices could
have a negative impact on results.

Despite the benefit of stronger earnings and cash flow
coverages, Bunge's merchandising and processing operations are
highly working capital intensive, particularly in rising price
markets, requiring financing for inventories and collateral
posting to meet margin calls on its futures hedging activities.
As a result, the company's cash flow from operations after
working capital changes has been consistently negative.  Total
debt has increased significantly, rising more than US$2 billion
since the end of 2006.  As such, working capital management will
continue to be a challenge for Bunge.

At the same time, Bunge's readily marketable inventories (RMI)
have increased in value, and the company's core debt has
remained fairly steady, excluding working capital-related
borrowings.  Moody's analysis recognizes that RMIs provide
liquidity support and that higher working capital needs will
reverse and should self-liquidate in the event of a decline in
commodity prices and reduced merchandising opportunities, as has
happened in the past.

From a leverage perspective, RMIs can also be viewed a providing
some partial offset to rising debt levels and financial
leverage.  Moody's will continue to analyze Bunge's financial
leverage both before and after an adjustment for RMIs, the
latter at an ongoing level of 50% of its total disclosed RMIs.
A haircut to total disclosed RMIs as a debt offset is
appropriate, given the volatility of commodity prices and cash
flows, the need for inventories in Bunge's core oilseed
processing operations, changing working capital needs, and
uncertainty over the timing and realized values in orderly
liquidation scenarios.

In light of market volatility and high working capital demands,
backup liquidity will remain a key element of Bunge's investment
grade profile.  Moody's believes that Bunge manages its
liquidity adequately, primarily via a group of committed bank
credit facilities sized to meet margin calls and other large
stress liquidity events, even as it benefits from the asset
support provided by its RMIs.  However, these facilities have
conditionality features that could affect access to liquidity in
adverse situations.  In addition, changing market and working
capital demands, particularly when commodity prices rise, could
challenge the company's ability to access new funding sources
and expand its merchandising and processing franchises.  Bunge
will have to stay out in front of these rising requirements.  To
date, the company has continued to successfully access new
liquidity, including US$950 million in new three-year financings
during the first quarter of 2008.  In that regard, continued
discipline in managing the level of its merchandising activities
and access to alternative liquidity, as well as adverse
liquidity events, could all be drivers in future outlook or
rating changes for Bunge.

                       About Bunge Limited

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



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

AUGMENTATION INVESTMENTS: 1st Contributories Meeting on Aug. 14
---------------------------------------------------------------
The first meeting of contributories of Augmentation Investments
Limited will be held at Four Seasons Hotel George V, 31 Avenue
George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


CENTRAL EUROPEAN: Net Income Increases to US$67.6MM in 2nd Qtr.
---------------------------------------------------------------
Central European Media Enterprises Ltd. has reported its
financial results for the three months and six months ended
June 30, 2008.

Net revenues for the second quarter of 2008 increased 41% to
US$305.4 million, compared to the second quarter of 2007.
Operating income for the quarter increased US$31.4 million to
US$98 million.  Net income increased US$33 million to
US$67.6 million, and fully diluted earnings per share increased
by US$0.75 to US$1.58.  Segment EBITDA for the second quarter
increased 53% to US$133.1 million, compared to the second
quarter of 2007.

Net revenues for the six months ended June 30, 2008, increased
45% to US$528.9 million, compared to the first half of 2007.
Operating income for the first half increased US$62.8 million to
US$142.7 million.  Net income increased US$48.2 million to
US$82.5 million, and fully diluted earnings per share increased
US$1.10 to US$1.93. Segment EBITDA for the six months ended
June 30, 2008, increased 64% to US$207.8 million, compared to
the first half of 2007.

Central European's Chief Executive Officer, Michael Garin
commented, “The outstanding second quarter performance
demonstrates both the strength of our networks and the
continuing growth of the advertising markets across all of our
markets.  Our second quarter 44% Segment EBITDA margin driven by
Czech and Romanian results is ahead of even our own
expectations.  We are delighted to report the first quarter of
positive EBITDA in Croatia.  Our Croatian success gives us
confidence that we will achieve a similar leadership in Bulgaria
in the next few years.”

Chief Operating Officer, Adrian Sarbu added, “We are extremely
pleased to have completed the buyout of the 30% minority
interest in Studio 1+1.  We intend to be the leading broadcaster
in Ukraine with our operations generating US$500 million of
revenue and US$200 million of Segment EBITDA in 2012.”

Consolidated Results for the Three Months Ended June 30, 2008

Consolidated Net Revenues for the three months ended June 30,
2008 increased by 41% to US$305.4 million from US$216.3 million
for the three months ended June 30, 2007.  Operating income for
the quarter was US$98 million compared with US$66.6 million for
the three months ended June 30, 2007.  Net income for the
quarter was US$67.6 million compared to US$34.6 million for the
three months ended June 30, 2007.  Fully diluted earnings per
share for the three months ended June 30, 2008 was US$1.58,
increasing US$0.75 compared to the three months ended June 30,
2007.

  Consolidated Results for the Six Months Ended June 30, 2008

Consolidated Net Revenues for the six months ended June 30,
2008, increased by 45% to US$528.9 million from US$364.2 million
for the six months ended June 30, 2007.  Operating income for
the period was US$142.7 million compared with US$79.9 million
for the six months ended June 30, 2007.  Net income for the six
months ended June 30, 2008, was US$82.5 million compared to
US$34.3 million for the six months ended June 30, 2007.  Fully
diluted earnings per share for the six months ended June 30,
2008, was US$1.93, increasing US$1.10 compared to the six months
ended June 30, 2007.

   Segment Results for the Three Months Ended June 30, 2008

For the three months ended June 30, 2008, Total Segment Net
Revenues increased 41% to US$305.4 million from US$216.3 million
for the three months ended June 30, 2007.  Total Segment EBITDA
for the three months ended June 30, 2008, increased 53% to
US$133.1 million from US$86.9 million for the three months ended
June 30, 2007.  Segment EBITDA margin for the three months ended
June 30, 2008, was 44% compared to 40% reported in the three
months ended June 30, 2007.

     Segment Results for the Six Months Ended June 30, 2008

For the six months ended June 30, 2008, Total Segment Net
Revenues increased 45% to US$528.9 million from US$364.2 million
for the six months ended June 30, 2007.  Total Segment EBITDA
for the six months ended June 30, 2008, increased 64% to
US$207.8 million from US$127 million for the six months ended
June 30, 2007.  Segment EBITDA margin for the six months ended
June 30, 2008 was 39% compared to 35% in the six months ended
June 30, 2007.

                     About Central European

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

                          *    *    *

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, Standard & Poor's Ratings Services assigned its
'BB' debt rating to the 475 million senior secured convertible
notes due 2013 issued by Bermuda-based emerging markets TV
broadcaster, Central European Media Enterprises Ltd. in March
2008.  The long-termcorporate credit rating was affirmed at
'BB'.  S&P's outlook is stable.

At the same time, S&P raised the debt rating on both Central
European Media's EUR245 million and EUR150 million floating-rate
notes due, respectively, in 2012 and 2014 to 'BB' from the
previous 'BB-'.


COM TEL: Sets First Contributories Meeting for Aug. 14
------------------------------------------------------
The first meeting of contributories of Com Tel Eastern Limited
will be held at Four Seasons Hotel George V, 31 Avenue George V,
7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


CONVERGENCE CAPITAL: First Contributories Meeting Is on Aug. 14
---------------------------------------------------------------
The first meeting of contributories of Convergence Capital
Management Limited will be held at Four Seasons Hotel George V,
31 Avenue George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


CONVERGENCE CAPITAL LTD: 1st Contributories Meeting on Aug. 14
--------------------------------------------------------------
The first meeting of contributories of Convergence Capital
Limited will be held at Four Seasons Hotel George V, 31 Avenue
George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


FIRST NATIONAL: To Hold First Contributories Meeting on Aug. 14
---------------------------------------------------------------
The first meeting of contributories of First National
Telecommunications Fund Limited will be held at Four Seasons
Hotel George V, 31 Avenue George V, 7500, 2008 at 11:00 a.m. on
Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


FOSTER WHEELER: Global Power Unit Bags Contract From Sweden Firm
----------------------------------------------------------------
Foster Wheeler Ltd. disclosed that a subsidiary of its Global
Power Group has been awarded a contract by E.ON Varme Sverige
AB, Sweden, for a waste-fuel-fired circulating fluidized-bed
(CFB) boiler island to be located at the combined heat and power
(CHP) plant in Norrkoping, Sweden.

This waste-to-energy plant using Foster Wheeler's CFB technology
will divert waste headed for landfills and convert it into
valuable steam and electricity.  Foster Wheeler CFBs have
inherently low levels of SO(X) and NO(X) emissions, which makes
them ideally suited for clients who are seeking an
environmentally friendly, economical and highly efficient use of
municipal waste compared with traditional incineration or older
burn technologies.

Foster Wheeler has received a full notice to proceed on this
contract.  The terms of the award were not disclosed, and the
contract will be included in the company's bookings for the
third quarter of 2008.

Foster Wheeler will supply the 84 thermal megawatt CFB boiler
and auxiliary equipment and will carry out the erection and
commissioning of the boiler island.  The boiler will be designed
to burn Refuse Derived Fuel (RDF) composed of sorted household
and industrial wastes.  The power plant will produce electricity
for the local grid and will also provide heat and process steam
to an adjacent industrial plant.  Initial operation of the new
boiler is scheduled for the fall of 2010.

“With more than 300 installations worldwide, Foster Wheeler's
CFB technology is an excellent choice for clients and their
customers who are thinking progressively about power
generation,” said Tomas Harju-Jeanty, chief executive officer,
Foster Wheeler Energia Oy.  “Whether it's through the use of
carbon-neutral fuels or the conversion of municipal waste into
energy - or the use of any one of a host of other feedstocks --
the CFB offers perhaps the broadest range of fuel flexibility on
the market today.”

“This is the start of E.ON Sverige's EUR1.0 billion investment
plan in CHP (Combined Heat and Power),” said Karin Jarl-Mansson,
chief executive officer of E.ON Varme Sweden AB.  “District
heating is an important cornerstone in the production of more
efficient energy and the reduction of environmental effects.”

E.ON is one of the world's largest investor-owned energy
services providers.  With annual sales of just under
EUR69 billion and close to 88,000 employees, it is focused on
its core power and gas business and its target markets: central
Europe, the United Kingdom, northern Europe, Russia and
Midwestern United States.

                       About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Moody's Investors Service upgraded Foster
Wheeler LLC's corporate family rating to Ba2 from Ba3, and
raised its probability of default Rating to Ba2 from Ba3.  The
outlook continues to be positive.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Standard & Poor's Ratings Services revised its
outlook on Foster Wheeler Ltd. to positive from stable.  At the
same time, S&P affirmed its 'BB' corporate credit rating on the
company.  The company reported total debt of approximately
US$150 million at Sept. 30, 2007.


GAMMA CAPITAL: Will Hold First Contributories Meeting on Aug. 14
----------------------------------------------------------------
The first meeting of contributories of Gamma Capital Fund
Limited will be held at Four Seasons Hotel George V, 31 Avenue
George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


IPOC INTERNATIONAL: First Contributories Meeting Set for Aug. 14
----------------------------------------------------------------
The first meeting of contributories of IPOC Capital Partners
Limited will be held at Four Seasons Hotel George V, 31 Avenue
George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


IPOC INT'L GROWTH: First Contributories Meeting Is on Aug. 14
-------------------------------------------------------------
The first meeting of contributories of IPOC International Growth
Fund Limited will be held at Four Seasons Hotel George V, 31
Avenue George V, 7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.


SECURITY CAPITAL: S&P Retains WatchNeg Despite Capital Injection
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BBB-' financial
strength ratings on XL Capital Assurance Inc. and XL Financial
Assurance Ltd. remain on CreditWatch with negative implications,
following Security Capital Assurance Ltd.'s announcement on
July 28, 2008, of a proposed US$1.8 billion capital injection
and 8-million-share contribution by XL Capital Ltd. and the
commutation of the credit default swaps totaling US$3.74 billion
that were in dispute with Merrill Lynch & Co. Inc.

As part of ongoing efforts to strengthen the financial condition
of the companies, it was also announced that XL Capital
Assurance's management will continue discussions with swap
counterparties to commute, terminate, or restructure the
remaining credit default swaps portfolio.

“While these actions would help to stabilize the capital
position of XLCA and XLFA, the ratings remain on CreditWatch
because we believe there is execution risk in management's
strategy, including possible regulatory intervention, and that
business prospects for the companies remain challenging,” said
S&P's credit analyst David Veno.

The companies' franchise, in S&P's view, continues to be
impaired due to their scaled-back underwriting activity,
concerns that arose around Security Capital's ability to address
its subsidiaries' capital needs, and questions relating
potential credit default swaps losses.  Should management prove
unsuccessful in implementing a new business strategy and
commuting its credit default swaps exposure, notwithstanding a
strengthened financial position, S&P believes that XL Capital
Assurance and XL Financial would effectively be in runoff, in
which case the ratings could be further lowered.

Ratings List:

XL Capital Assurance Inc.
XL Capital Assurance (U.K.) Ltd.
XL Financial Assurance Ltd.:

-- Issuer Credit Rating
-- Local Currency                        BBB-/Watch Neg/--
-- Financial Strength Rating
-- Local Currency                        BBB-/Watch Neg/--
-- Financial Enhancement Rating
-- Local Currency                        BBB-/Watch Neg/--

Security Capital Assurance Ltd.:

-- Long Term                             C/Watch Neg/--

Based in Hamilton, Bermuda, Security Capital Assurance Ltd.
(NYSE: SCA) -- http://www.scafg.com-- is a holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured
finance-markets throughout the United States and
internationally.  For the three months ended March 31, 2008,
Security Capital reported a net loss available to common
shareholders of US$97 million.


TELCO OVERSEAS: Sets First Contributories Meeting for Aug. 14
-------------------------------------------------------------
The first meeting of contributories of Telco Overseas Limited
will be held at Four Seasons Hotel George V, 31 Avenue George V,
7500, 2008 at 11:00 a.m. on Aug. 14, 2008.

The meeting will be held to:

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             permanent liquidator in place of the provisional
             liquidator; and

          -- determine whether or not an application is to be
             made to the Supreme Court of Bermuda to appoint a
             Committee of Inspection to act with the liquidator,
             and who are to be the members of the Committee if
             appointed.  If a liquidator is not appointed by the
             Court, the official receiver will be the
             liquidator.

The joint provisional liquidators must be informed of proxies to
be used at the meeting not later than 5:00 p.m. on
Aug. 13, 2008.  The liquidators can be reached at:

          Marshall Diel & Myers
          Attn: Mark A.C. Diel
          Sofia House, 48 Church Street
          Hamilton HM 12, Bermuda for the attention of Mr. Mark
          Fax: (441) 292-6814
          E-mail: ipoc@law.bm

A summary of the relevant statement of affairs will be provided
to each person appearing from the company's books or otherwise
to be a contributory of the company.



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

BANCO DO BRASIL: May Advance Importers US$400MM Through CAF
-----------------------------------------------------------
Banco do Brasil might lend a total of US$400 million to
Brazilian importers in the next 12 months through its recently
expanded credit line with the Andean Development Corporation
(CAF), James Newman of Business News Americas reports, citing
the federal bank's international director Sandro Kohler
Marcondes.

The report says CAF has added its revolving credit facility to
US$200 million.  In addition, it previously launched a
US$30 million credit line to the bank to finance Brazilian
importers.

According to BNamericas, Mr. Kohler said the bank is expecting a
disbursement between US$200 and US$400 million in the next 12
months, BNamericas relates.

Because the loans come from a multilateral, they also offer tax
advantages normal loans do not. Loan recipients in Brazil pay
income tax on loans but not on those from multilaterals, Mr.
Kohler added.

The report relates that Mr. Kohler, when asked why the bank
chose to work with CAF on this importer program, explained that
the bank wanted to expand an existing program.

                     About Banco do Brasil

Banco do Brasil SA is Brazil's federal bank and is the largest
in Latin America with some 20 million clients and more than
7,000 points of sale (3,200 branches) in Brazil, and 34 offices
and partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                       *     *     *

On Feb. 29, 2008, Moody's Investors Rating Service assigned a
Ba2 foreign currency deposit rating to Banco do Brasil.


BANCO NACIONAL: Audit Finds No Irregularities in Two Financings
---------------------------------------------------------------
Internal audit created to evaluate Banco Nacional de
Desenvolvimento Economico e Social SA, a.k.a. BNDES, procedures
in financing granting to the city of Praia Grande and to Lojas
Marisa found no irregularity evidence in the process significant
operations.  Such operations followed all due procedure stages
and were performed in compliance with BNDES standards.  The time
elapsed between the course of action before the Bank and its
contracting was also compliant to ordinary procedures.

Decision to perform audit was made due to Federal Police
investigation, which pointed out evidence of BNDES abuse of
funds by a criminal organization, in the scope of Operation
Santa Tereza.

The scrutiny comprised complete overhaul of all documents
connected with the operations contracted with the funding
grantees during the last five years.  An assessment of the
procedures carried out in the scope of BNDES system was also
performed.  It addressed all loan granting process steps and did
not find any irregularity or breach of the Bank standards.

The ordinary procedural course of a financing request in BNDES
begins with the submission of Inquiry Letter (Previous Inquiry),
which model is available on the Bank website.  This mail is
analyzed in the Departamento de Prioridades (Priorities
Department, or DEPRI) of the Area de Planejamento (Planning
Area) of BNDES (AP).  DEPRI analyzes the project virtue and
checks if it is compliant with the Bank operational policies.
The Departamento de Risco (Risk Department — DERISC) of the Area
de Credito (Loan Area — AC) concomitantly assesses the loan
applicant's risk analysis.  Both information is submitted to the
approval of the Comite de Enquadramento de Credito (Loan
Qualification Committee), consisted of all superintendents
(BNDES staff employees).

Upon approval of said Loan Qualification Committee, the project
is reported to one of the Bank Operational Areas.  There, a
BNDES multidisciplinary team performs the thoroughly strict
technical analysis, taking into account the applicant's
collaterals, economical and financial feasibility, settlement
capacity and idoneousness.  BNDES has seven operational areas
(foreign trade, industrial, basic inputs, infrastructure, stock
market, indirect operation and social operational areas).

The operation is submitted to the superintendent and Board of
Directors approval, in associated decision, once the analysis
report is concluded, what may take months due to the thorough
character of the process.

All BNDES projects, in each and every area or sector, are
subject to the same procedures set forth above.  Such process
usually involves more than 30 employees and different associated
bodies.

The contracting is undertaken only after the operation is
approved.  Fundings are disbursed in installments, always
pursuant to technical follow-up and observing the physical and
financial project development.

                      About Banco Nacional

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

                        *     *     *

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


DELTA AIR: Launches Atlanta-Sao Paulo Flights Starting Dec. 20
--------------------------------------------------------------
Delta Air Lines has launched a new seasonal nonstop flight
between Hartsfield-Jackson Atlanta International Airport and Sao
Paulo's Guarulhos Airport in Brazil, starting Dec. 20, 2008.
The new daytime frequency will operate three times weekly and
will complement Delta's year-round, nightly nonstop service to
Sao Paulo from Atlanta and New York-JFK.

Delta's schedule between Atlanta and Sao Paulo from
Dec. 20, 2008 until Feb. 15, 2009:



   Flight    Departs           Arrives         Frequency
   ------    -------           -------         ---------
   DL 145    Atlanta at        Sao Paulo at    Wed/Sat/Sun
             9:50 a.m.         10:35 p.m.

   DL 144    Sao Paulo at      Atlanta at      Mon/Thu/Sun
             10:05 a.m.        5:05 p.m.

“For more than 20 years, Delta has served the Brazilian market
successfully, and we are excited to continue to grow our
presence in this market,” said Delta vice president for Sales
and Government Affairs Christophe Didier.  “This daytime service
offers customers another schedule option to and from Brazil.”

Delta recently filed an application with the U.S. Department of
Transportation requesting authority to use some of the new
frequencies that became available to fly to Brazil after both
countries reached a new agreement a few weeks ago.

Delta continues to expand its international network, making
Latin America and the Caribbean the two regions with the most
growth for the airline for the rest of the year.  As previously
announced, Delta also will start new flights between New York-
JFK and Buenos Aires, Argentina (Dec. 18); Atlanta and
Tegucigalpa, Honduras (Dec. 18); New York-JFK and Bonaire
(Dec. 20), and Atlanta and Santiago de los Caballeros, Dominican
Republic (Dec. 20).

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.


ENERGIAS DO BRASIL: EBITDA Grows 3.8% to BRL323.4MM in 2nd Qtr.
---------------------------------------------------------------
Energias do Brasil has reported its results for the second
quarter and the first six months of 2008.  The information is
presented on a consolidated basis in accordance with Brazilian
Corporate Law and is based on reviewed financial information.
The independent auditors did not review the operating
information.  Amounts are expressed in thousands of Reais,
except where otherwise stated.

  -- Energy volumes sold by the generation business in second
     quarter 2008 amounted to 1,428 gigawatt-hours, or GWh, a 9%
     increase compared with second quarter 2007.

  -- Energy volumes distributed in second quarter 2008 totaled
     6,444 GWh, 2.8% more than in second quarter 2007.

  -- Consolidated net operating revenue totaled BRL1,202.9
     million in second quarter 2008, 3.9% more than second
     quarter 2007, mainly due to the growth in the volume of
     energy sold and higher average prices practiced by the
     generation business.

  -- Manageable expenditures, excluding depreciation and
     amortization, declined 15.9% compared with second quarter
     2007, the main highlight here being the reduction in the
     Provisions and Others accounts.

  -- EBITDA for second quarter 2008 reached BRL323.4 million, a
     year over year increase of 3.8%.  Worthy of mention is the
     growth of 19% in the generation segment's EBITDA, which
     reached BRL117.5 million.

  -- Capital expenditures amounted to BRL196.7 million, 54.1% up
     on the amount recorded for the same period last year due to
     the repowering of the Mascarenhas and Suica Hydro Power
     Plants as well as investments in the Santa Fe Small
     Hydroelectric Plant.

  -- An asset swap agreement between Energias do Brasil and
     Grupo Rede, which when concluded, will allow Energias do
     Brasil to control Investco (concessionaire of the Lajeado
     Hydro Power Plant) and Rede Lajeado, assuming the
     management control of Investco and consolidating 100 % of
     both assets.

  -- In June 2008, EDP Renovaveis Brasil was constituted and
     acquired 100% of the Central Nacional de Energia Eolica SA
     for BRL51.3 million.  Central Nacional has two wind farms
     in operation in the state of Santa Catarina, with an
     installed capacity of 13.8 MW and a 70 MW expansion project

The complete version of this earnings release is available on
the company's site in the Investor Relations section at:

      http://www.energiasdobrasil.com.br

Energias do Brasil S.A. is an integrated utility group
controlled by Energias de Portugal, with activities in
generation, distribution and commercialization of electricity.
Its power distribution subsdiaries Bandeirante, Escelsa and
Enersul represent altogether some 64% of consolidated total
assets, while the power generation assets represent some 31%.

                          *     *     *

In May 2007, Moody's Investors Service placed a Ba2 long-term
corporate family rating on Energias do Brasil.


HERBALIFE LTD: Names Marcelo Zalcberg as Brazil Country Director
----------------------------------------------------------------
Herbalife Ltd. has appointed Marcelo Zalcberg as its vice
president and country director for Brazil.  He reports to Tom
Harms, acting managing director of South America.

In his new role, Mr. Zalcberg will be responsible for all
marketing, sales and operations in Brazil.  In the past three
years, he has served as operations director for Herbalife Brazil
and subsequently was promoted to senior director, sales.  In
that capacity, Mr. Zalcberg interacted with all areas of
business within the company and above all, developed a very
close and productive relationship with local Herbalife
independent distributors.

Mr. Zalcberg, a seasoned executive with over twenty years of
experience has been successfully leading businesses in Brazil
and abroad with companies such as Unibanco AIG Seguros,
Unibanco, Banco Nacional, and Odebrecht.

A native of Brazil, Mr. Zalcberg has an impressive academic
background, which ranges from Fundacao Dom Cabral, The
University College of London, where he obtained his master's
degree in economics and management, Harvard Business School's
Advanced Management Program, and the Universidade Federal do Rio
de Janeiro.

Mr. Zalcberg is replacing Eneida Bini, who after four years of
successfully leading the company to record sales has opted to
take a consulting role with Herbalife and will be relocating to
Australia for personal reasons.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- is a
global network marketing company that sells weight management,
nutritional supplement, energy & fitness products and personal
care products through a network of over 1.7 million independent
distributors where the company currently sells the products
through retail stores and an employed sales force.  The company
reports in the U.S., Canada, Jamaica, Mexico, Costa Rica, El
Salvador, Panama, the Dominican Republic, Brazil, Europe,
Africa, New Zealand, and Australia.  Herbalife was
founded in 1980 and is based in Grand Cayman, Cayman Islands.

                          *      *      *

In April 2007, Standard & Poor's Ratings Services said that its
'BB+' corporate credit rating on Herbalife Ltd. remains on
CreditWatch with negative implications following the company's
announcement that the company's board of directors has rejected
a bid to be acquired by Whitney V L.P.  The board indicated that
although it views Whitney's bid as too low, it would consider an
improved offer.



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

BOMBAY COMPANY: Court to Decide on Plan Confirmation on Aug. 20
---------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas set Aug. 20, 2008, at 1:30 p.m.
Central Time, as the hearing date to consider confirmation of
The Bombay Company Inc. and its debtor-affiliates' First Amended
Consolidated Joint Plan of Reorganization.

Judge Lynn already approved the Debtors' amended disclosure
statement explaining an amended Chapter 11 plan of liquidation
on July 2, 2008.  As reported in the Troubled Company Reporter
on July 9, 2008, Elaine D. Crowley, the appointed liquidation
trustee, will issue a share of common stock for The Bombay
Company Inc. and become the sole shareholder, officer and
director of The Bombay Company Inc., replacing its existing
shareholders and company officers.  Pursuant to the Plan, all
other shares of any class of stock of each of the Debtors will
be canceled on the Plan's effective date.

A liquidation trust will be created for the benefit of all
creditors of the estates holding allowed claims.

According to the Plan, the Debtors are expected to transfer any
of their assets including (i) cash and accounts, (ii) litigation
causes of action, (iii) ownership interest in Bombay Brands LLC,
(iv) all other property interests, rights, claims, defenses and
causes of action with respect to any and all non-debtor
intercompany claims or the Debtors.

The Court also fixed Aug. 11, 2008, at 4:00 p.m., as the
deadline wherein other parties can submit to the Court their
acceptance of the plan or objections to the plan confirmation.
The objections must be filed with the Court and served on:

      Counsel for the Debtors
      Robert D. Albergotti, Esq.
      Haynes and Boone LLP
      901 Main Street
      Suite 3100
      Dallas, TX 75202

      Counsel for the Official Committee of
      Unsecured Creditors
      Cathy Herschopf, Esq.
      Gregory G. Plotko, Esq.
      Cooley Godward Kronish LLP
      1114 Avenue of the Americas
      New York, NY 10036-7798

      Office of the U.S. Trustee
      Attn: George McElreath
      Erin Schmidt
      1100 Commerce Street, Room 976
      Dallas, TX 75242

For creditors, solicitation materials including a copy of the
Debtors' disclosure statement, Plan, and a ballot form, are
available by contacting the:

      Balloting Agent
      AlixPartners LLP
      Attn: John Franks
      2100 McKinney Avenue
      Suite 800
      Dallas, TX 75201

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/--
designs, sources and markets a unique line of home accessories,
wall decor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.

The company and five of its debtor-affiliates filed for Chapter
11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian
T. Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone,
LLP, represent the Debtors.

The Bombay Furniture Company of Canada Inc. - La Compagnie de
Mobilier Bombay Du Canada Inc. -- sought protection from its
creditors from the Ontario Superior Court of Justice on
Sept. 20, 2007.

The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Attorneys at
Cooley, Godward, Kronish LLP act as counsel to the Unsecured
Creditors Committee.  As of May 5, 2007, the Debtors listed
total assets of US$239,400,000 and total debts of
US$173,400,000.

                           *    *    *

The Debtors' consolidated monthly operating report for April 30,
2008, showed total assets of US$34,100,177 and total liabilities
of US$31,780,942.


DURANT CDO: Proofs of Claim Filing Deadline Is Aug. 2
-----------------------------------------------------
Durant CDO 2007-1 Ltd.'s creditors have until Aug. 2, 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.

Durant's shareholder decided on July 3, 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


FRESH DEL MONTE: Earns US$41.9 Million in Quarter Ended June 27
---------------------------------------------------------------
Fresh Del Monte Produce Inc. reported net income US$41.9 million
on net revenues of US$972.2 million for the second quarter ended
June 27, 2008, compared to net income of US$63.9 million on net
revenues of US$924.2 million for the second quarter ended
June 29, 2008.

Fresh Del Monte's Chairman and Chief Executive Officer, Mohammad
Abu-Ghazaleh said, “The second quarter was an exciting period
for Fresh Del Monte in setting the stage for future growth.  As
we announced on June 9th we completed the largest acquisition in
our history.  The acquisition of Caribana dramatically boosts
our banana and gold pineapple production.  Additionally, in a
separate transaction, we acquired the melon production assets
from our 50 percent joint-venture partner in Costa Rica.  We
continued to improve the performance of our prepared food
business as we further penetrated exciting new markets and
explored new sourcing regions.  The second quarter was also a
challenging period, with significantly higher costs that were
only partially offset by strong price increases, as well as
several adverse weather-related events. Going forward, the
Caribana acquisition will generate significant synergies, while
at the same time we are aggressively pursuing price increases.
We firmly believe in our business —- today more than ever —- and
we are extremely enthusiastic about the opportunities we see
ahead.”

The sales increase was driven by the strong performance in the
Company's global banana business segment, the result of higher
banana selling prices in North America, the Middle East and
Europe, due to industry-wide volume shortages and growing
demand; continued strong demand for canned pineapple in Europe,
a result of industry shortages; increased sales of Del Monte
Gold(R) pineapple; and favorable exchange rates.

Gross profit for the quarter, excluding US$2.1 million in costs
related to flood damages in Brazil, was US$101.7 million,
compared with gross profit of US$119.6 million for the same
period last year.  The decrease in gross profit was primarily
the result of substantially higher year-over-year costs related
to fruit production, fruit procurement, and logistics.

Total debt increased from US$238.6 million at the end of 2007 to
US$448.6 million, a US$210.0 million increase, primarily as a
result of the Caribana acquisition on June 6, 2008.

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
USUS$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.


NORTH AMERICAN CARRIERS: Deadline for Claims Filing Is Aug. 2
-------------------------------------------------------------
North American Carriers Ltd.'s creditors have until
Aug. 2, 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.

North American Carriers' shareholders decided on July 3, 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


NORTH AMERICAN CARRIERS II: Claims Filing Deadline Is Aug. 2
------------------------------------------------------------
North American Carriers II Ltd.'s creditors have until
Aug. 2, 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.

North American Carriers' shareholders decided on July 3, 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


PARMALAT SPA: Citigroup Trial to Proceed to Jury Verdict
--------------------------------------------------------
Parmalat S.p.A. communicates that Judge Harris of Bergen County
Superior Court has denied Citigroup's motion for a directed
verdict dismissing the claims asserted by the company.

This means that the trial will proceed to a jury verdict.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


STONEHEATH RE: A.M Best Puts bb+ Rating Under Negative Review
-------------------------------------------------------------
A.M. Best Co. has placed the debt rating of “bb+” on
US$350 million non-cumulative perpetual preferred securities
issued by Stoneheath Re, a Cayman Islands exempted company,
under review with negative implications.

The terms of the reinsurance agreement between Stoneheath Re and
XL Capital provide that upon a payment by the issuer to the
ceding insurers, triggered by a catastrophic event, XL Capital
will issue and deliver to Stoneheath Re Series D preference
ordinary shares of XL Capital (XL preferred securities) in an
amount equal to the payment made by Stoneheath Re.  Cash from
the issuance of preferred securities by Stoneheath Re, which
previously had been deposited into a trust account and
subsequently disbursed as claim payments, will be replaced by
the XL preferred securities.

The under review status is to align the rating of Stoneheath
Re's preferred securities with the rating of XL Capital's
existing preferred stock issuances.  The change in review status
follows XL Capital's recently announced agreement with Security
Capital Assurance Ltd. and XL Capital's subsequent capital
action plan.  The agreement provides for XL Capital to pay
US$1.775 billion in cash and issue 8,000,000 Class A ordinary
shares to Security Capital in exchange for the commutation of
certain reinsurance agreements and as a result, the elimination
of certain guarantees from XL Capital to Security Capital.
Concurrently, XL Capital plans to issue ordinary shares and
equity security units totaling approximately US$2.5 billion to
offset the Security Capital payment, with any excess expected to
be injected as capital into certain XL Capital members.

Accordingly, the rating will remain under review with negative
implications pending the successful completion of XL Capital's
capital action plan and further assessment of additional
negative effects, if any occur.

Stoneheath Re is licensed as a restricted Class B reinsurer
under the laws of the Cayman Islands and was formed to provide
multi-year reinsurance capacity to certain insurance and
reinsurance subsidiaries (ceding insurers) of XL Capital Ltd.



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

ALCATEL-LUCENT: Bags Gtd Contract to Deploy Network in Chile
------------------------------------------------------------
Alcatel-Lucent has secured a contract from Chilean service
provider Gtd Group to deploy the country's first network based
on fiber-to-the-home gigabit passive optical network (GPON)
technology.  Installation and deployment of the GPON network
will start in the third quarter of 2008, initially serving
residential broadband users in Santiago's prestigious Santa
Maria de Manquehue district, with other neighborhoods of Chile's
capital city following shortly after.

Alcatel-Lucent's software will enable Gtd Manquehue, which
serves residential customers and small and medium businesses for
the Gtd Group, to deliver advanced broadband services such as
high-definition television, Internet protocol television, video
on demand and high-speed Internet.  Alcatel-Lucent's GPON
architecture also will enable Gtd Manquehue to seamlessly
migrate its traditional voice services to voice over Internet
protocol.

“We selected GPON technology so we can offer our customers
unlimited triple play and advanced business services backed with
a richer quality of experience, which we think will better serve
our residential and business customers and give us a competitive
advantage in this market,” said Alberto Dominguez, General
Manager of Gtd Manquehue.  “Alcatel-Lucent's worldwide
leadership in broadband and their experienced local services
teams will help Gtd Manquehue successfully deploy this new fiber
infrastructure, the first of its kind in Chile.”

“Operators are facing an increasingly competitive environment so
the evolution toward fiber is the next logical step they need to
take to strengthen their position,” said Victor Agnellini,
President of Alcatel-Lucent's activities in the Caribbean and
Latin America region.  “Alcatel-Lucent has been an important
supplier of optical and IP/MPLS solutions to Gtd Group, and we
are fully committed to support the evolution of this operator's
network, as they launch innovative services to their customers.”

Gtd Manquehue will deploy the Alcatel-Lucent 7342 Intelligent
Services Access Manager Fiber-to-the-User (ISAM FTTU)and the
Alcatel-Lucent 5520 Access Management System for element
management.  The 7342 ISAM FTTU has been the market's first
platform to comply with the GPON recommendations of the Full
Service Access Network (FSAN) group.

Alcatel-Lucent remains the uncontested market leader in fixed
broadband access with more than 166 million DSL lines shipped to
date and a cumulative market share of more than 40%, more than
three times that of its nearest competitor.  More than 185
customers have adopted the Alcatel-Lucent ISAM product family –-
the industry's first true high-end Internet protocol access
platform that accommodates a wide range of access flavors and
topologies.  Alcatel-Lucent is engaged in more than 80 FTTx
projects around the world, more than 60 of which are with GPON.
Alcatel-Lucent is also a global leader in design, deployment,
installation and maintenance of networks through its Services
business.

                            About GTD

Mainly oriented to corporate and institutional sector, Gtd Group
offers products and services ranging from country-wide voice and
video enabled networks, to local and long distance telephony
softwares.  Gtd subsidiaries provide specific softwares for
Public Telephony, Datacenter, Internet access and telemedicine
services.  The GTD Group orients its mission towards the
delivery of highest quality services with innovative, agile and
flexible softwares, kind to the specific necessities of its
customers.  GTD Manquehue is the residential branch of Gtd
Group.


                     About Alcatel-Lucent

Headquartered in Paris, Alcatel-Lucent -- http://www.alcatel-
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to
deliver voice, data and video communication services to end
users.  It offers end-to-end solutions that enable
communications services for residential, business and mobile
customers.  It has operations in more than 130 countries
Alcatel-Lucent is organized around three business groups and
four geographic regions.  The Wireless, Wireline and Convergence
groups, which make up the Carrier Business Group, are dedicated
to serving the needs of the world's service providers.  The
Enterprise Business Group focuses on meeting the needs of
business customers.  The Services Business Group designs,
deploys, manages and maintains networks worldwide.  The
company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
to date with a stable outlook.


ALCATEL-LUCENT SA: CEO & Chairman to Quit from Posts
----------------------------------------------------
Alcatel-Lucent SA disclosed changes to its leadership and Board
of Directors.  The company also announced its quarterly results
and demonstrated improvements to its operational results for the
third straight quarter.  The company reported that it is making
steady progress on the strategy the company laid out last fall.

To pave the way for a fully aligned governance and management
model going forward, the company announced these changes to its
management team and Board of Directors:

    * Non-Executive Chairman Serge Tchuruk has decided to step
      down on Oct. 1, 2008;

    * CEO Pat Russo has decided to step down no later than the
      end of the year, and at the Board's request will continue
      to run the company until a new CEO is in place to effect a
      smooth transition and maintain the continuity of the
      company's business;

    * The Board will commence a search for a new non-executive
      Chairman and CEO immediately;

    * The Board is also initiating a process to change the
      composition of the Board to a smaller group that will
      include new members.

“The merger phase is now behind us.  I am proud that Alcatel-
Lucent has become a world leader in a technology which is
transforming our society.  It is now time that the company
acquires a personality of its own, independent from its two
predecessors.  The Board must also evolve and the Chairman
should give the first example, which I have decided to do,” said
Mr. Tchuruk.

“I am very pleased with the progress we are making especially in
light of a difficult market environment,” said Ms. Russo.  “Our
strategy is taking hold and our results are demonstrating good
operational progress.  That said, I believe it is the right time
for me to step down.  The company will benefit from new
leadership aligned with a newly composed Board to bring a fresh
and independent perspective that will take Alcatel-Lucent to its
next level of growth and development in a rapidly changing
global market.”

“I have every desire to ensure a smooth transition of leadership
within the company and I have informed the Board of my
determination to work closely with them until the end of the
year or sooner if a successor is named, and we are in agreement
on this approach.  I have great confidence in Alcatel-Lucent and
believe this to be a company with tremendous potential,” added
Ms. Russo.

Now that the company has moved beyond the transitional phase of
the merger, the Board has determined to restructure itself in a
way consistent with the company's needs going forward.  As part
of this process the Board will reduce the size of its membership
over time while adding several new members with strong industry
expertise.  To initiate this process, Henry Schacht announced
that he will resign from the Board immediately believing that,
being a former CEO, he should not remain beyond the transitional
stage of the merger.  Mr. Schacht was the CEO of Lucent
Technologies prior to Ms. Russo becoming CEO in January 2002.

                      About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.

                           *     *     *

Alcatel-Lucent continues to carry Ba3 Corporate Family and
Senior Debt ratings, Not-Prime for short term debt, as well as
B2 ratings for subordinated debt with negative outlook from
Moody's Investors Service.  The ratings were were affirmed in
April 2008.

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



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

BANCOLOMBIA: Appoints Juan Salazar As Audit Committee Member
------------------------------------------------------------
At a meeting held by the Board of Directors of Bancolombia S.A.,
Juan Camilo Restrepo Salazar has been appointed as new member of
Bancolombia's Audit Committee.  Mr. Restrepo Salazar has been a
member of the company's Board of Directors since 2006.

Mr. Restrepo Salazar will be occupying the position left vacant
after Mr. Moncaleano Botero tendered his resignation from the
Board of Directors and the Audit Committee.

Bancolombia S.A. is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and
US$1.4 billion in shareholders' equity as of Sept. 30, 2006.
Bancolombia is the only Colombian company with an ADR level III
program in the New York S0tock Exchange.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 23, 2008, Moody's Investors Service upgraded Bancolombia's
foreign currency subordinated bond rating to Baa3 from Ba1.
Moody's said the outlook is stable.



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

BANCREDITO: Unit Sells Property to Internal Taxes for DOP45MM
-------------------------------------------------------------
Segna's building property has been sold to Internal Taxes Agency
for DOP45 million to be used as a revenue office, Dominican
Today reports, citing the Insurance Superintendence.

The building is located at Abraham Lincoln Avenue #1005, on a
1,003 square meter lot with 545 square meters of construction,
the report says.

According to the report, Insurance superintendent Euclides
Gutierrez and Internal Taxes director Juan Hernandez have signed
the sales contract moving the building to the tax collecting
agency.

Segna is a subsidiary of Bancredito.

After Bancredito’s collapse, the Insurance Superintendence has
intervened the insurance agency Segna on Nov. 19, 2003, which
cost the Dominican taxpayers almost US$1 billion.

Bancredito is a subsidiary of Banco Intercontinental, which
collapsed in 2003 as a result of massive fraud that drained it
of about US$657 million.  As a consequence, all of its branches
were closed.  The bank's current and savings accounts holders
were transferred to the bank's new owner -- Scotiabank.  The
bankruptcy of Baninter was considered the largest in world
history, in relation to the Dominican Republic's Gross Domestic
Product.  The resulting deficit was equal to 12% to 15% of the
country's national GDP.  It costs Dominican taxpayers
DOP55 billion and resulted to the country's worst economic
crisis.


TRICOM SA: Court Adjourns Aug. 6 Plan Status Conference Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourns the hearing scheduled for Aug. 6, 2008, to
Aug. 7, 2008, for Tricom S.A.  Matters to be discussed at the
Aug. 7 hearing include the status conference on the confirmation
of the Debtors' Prepackaged Joint Chapter 11 Plan of
Reorganization.

As reported in the Troubled Company Reporter on July 8, 2008,
the Court adjourned to an indefinite date the hearing to
consider confirmation of Tricom S.A. and its U.S. affiliates'
Prepackaged Chapter 11 Plan and approval of the Disclosure
Statement explaining the Plan.  The Court said, however, did not
reset the Aug. 6, 2008 status conference hearing on issues
related to the Plan confirmation.

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
Jan. 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Court Allows Use of Credit Suisse' Collateral
--------------------------------------------------------
At the behest of the Tricom, S.A., and its debtor-affiliates and
Credit Suisse International, the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation permitting
the Debtors to use the bank's collateral, which consists of real
properties and telecommunications equipment securing the
US$25,529,781 loan the Debtors obtained from the bank.

As of the petition date, Tricom had made all interest payments
required under the secured debt documents.  However, Tricom has
not made any postpetition interest payments to Credit Suisse.
Subsequent to the petition date, the Debtors have continued to
use the Credit Suisse collateral in the ordinary course
operation of their businesses.

In return for the continued use of the collateral, the Debtors
shall pay to Credit Suisse:

   (a) amounts corresponding to the interest that would accrue
       on the bank's secured claims for US$25,529,781 at the
       contract rates for each month beginning March 2008; and

   (b) fees and expenses of Credit Suisse's counsel.

If the Debtors fail to make timely payments, they have to cure
the default within seven days after receiving a notice of
default from Credit Suisse.

In consideration of the Ad Hoc Committee of Unsecured Creditors'
suggestion, the Court ruled that all payments made by the
Debtors will be considered payment in full of all accrued
postpetition interest on account of Credit Suisse's secured
claims in the event their Prepackaged Joint Chapter 11 Plan, or
any other plan providing similar treatment of the bank's secured
claims, is confirmed and becomes effective.

The parties agreed that Credit Suisse will not be allowed to
seek (i) additional postpetition interest; (ii) interest at any
rate other than the non-default contract rate on any unpaid
installment of interest; and (iii) penalties, fees or costs
under the secured debt documents other than those provided for
under the stipulation and the Plan Support and Lock-up
Agreement.

                     About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
Jan. 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)



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

PETROECUADOR: To Hold 70% Stake in Joint Venture with Venezuela
---------------------------------------------------------------
Petroecuador disclosed that Ecuador will sign a 25-year deal
with Venezuela to raise the output of the Sacha oil field from
40,000 barrels to 70,000 barrels per day, Xinhua News Agency
reports.

According to the report, Jose Ziritt, representative of
Ecuadoran President Rafael Correa, said the countries' joint
venture will create a company called "Rio Napo" with the aim to
"optimize" the management of Sacha.

Under the venture, the report says Petroecuador will hold 70
percent stake of the new company, while PDVSA will receive 30%
share.

The report relates that Jose Shanchez, an advisor to Ecuadoran
Minister of Mines and Petroleum Galo Chiriboga, said cooperation
with the PDVSA was due to the Venezuelan company's technological
advantages needed to boost the oil extraction.

Located in Ecuador's Amazonian jungle, the Sacha field has 480
million barrels of oil reserves, Xinhua News says.

                           About PDVSA

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

                        About Petroecuador

Headquartered in Quito, Ecuador, Petroecuador --
http://www.petroecuador.com.ec-- is an international oil
company owned by the Ecuador government.  It produces crude
petroleum and natural gas.

                           *     *     *

In previous years, Petroecuador, according to published reports,
was faced with cash-problems.  The state-oil firm has no funds
for maintenance, has no funds to repair pumps in diesel,
gasoline and natural gas refineries, and has no capacity to pay
suppliers and vendors.  The government refused to give the much-
needed cash alleging inefficiency and non-transparency in
Petroecuador's dealings.  In 2008, a new management team was
appointed to turn around the company's operations.



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

BRITISH AIRWAYS: In Talks with Iberia SA over Possible Merger
-------------------------------------------------------------
British Airways Plc and Iberia Lineas Aereas de Espana SA are
holding talks with a view to an all-share merger between the two
companies.  The negotiations are supported unanimously by the
boards of both companies.

The British Airways and Iberia brands would be retained as part
of a combined group.

Iberia's chairperson and chief executive, Fernando Conte, said,
“A merger would be good news for our customers and enhance our
existing relationship.  We've worked together for nearly 10
years and a tie-up would build on that success.  It would also
strengthen the oneworld alliance and further develop Madrid's
position as the European gateway to Latin America.”

British Airways' chief executive, Willie Walsh, stated, “The
aviation landscape is changing and airline consolidation is long
overdue.  The combined balance sheet, anticipated synergies and
network fit between the airlines make a merger an attractive
proposition, particularly in the current economic environment.
We've had a successful relationship with Iberia for a decade and
are confident that both companies' shareholders would benefit
from the proposed tie-up.”

British Airways acquired a 9% shareholding in Iberia in 1999 and
has recently increased its shareholding to 13.15% .  Iberia has
announced that it has recently acquired a 2.99% direct
shareholding in British Airways and financial exposure to a
further 6.99% through contracts for difference linked to British
Airways' share price.  The airlines' shareholdings reinforce the
mutual interest of both companies in each other.

It is expected that it will take several months to reach
agreement on the terms of the merger and to finalize a joint
business and integration plan for the combined group.

Both parties are confident of securing regulatory approval.  The
European Union has already granted British Airways and Iberia
approval to co-operate widely.

                         About Iberia SA

Headquartered in Madrid, Iberia Lineas Aereas de Espana SA
-- http://www.iberia.com/-- engages in the transport of
passengers and cargo, aircraft maintenance and handling services
in airports.  The Transport of Passengers and Cargo division
operates 150 aircrafts.  It provides transport services to the
countries in Europe and Latin America.  Iberia Lineas Aereas de
Espana SA is a member of the Oneworld alliance.

                    About British Airways

Headquartered in Harmondsworth, England, British Airways Plc
-- http://www.ba.com/-- operates of international and domestic
scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.   The British Airways group consists of British
Airways plc and a number of subsidiary companies including in
particular British Airways Holidays Ltd. and British Airways
Travel Shops Ltd.   BA has offices in India and Guatemala.

                        *     *     *

British Airways Plc carries a senior unsecured debt rating of
Ba1 from Moody's Investors' Service with a stable outlook.
Ratings apply to date.


CLAIRE STORES: Moody's Junks Probability of Default Rating
----------------------------------------------------------
Moody's Investors Service downgraded Claire's Stores, Inc.'s,
ratings, including its probability of default rating to Caa1
from B3 and speculative grade liquidity rating to SGL-4 from
SGL-3.  In addition, Claire's long term ratings were placed on
review for further possible downgrade.  The downgrade to Caa1
reflects Claire's weak operating performance over the past two
quarters that has led to deterioration in its debt protection
measures.  In particular, EBITA to interest expense fell to 0.9
times for the lagging twelve month period ending May 3, 2008.
The review for further possible downgrade reflects the high
likelihood that Claire's debt protection measures will get worse
given the challenging economic environment which makes the
company highly susceptible to further earnings and cash flow
pressure.

For the LTM period ending May 3, 2008, Claire's unadjusted
EBITDA fell to US$248 million which was well below Moody's
expectations and fiscal 2007 results.  As a result, EBITA to
interest weakened to 0.9 times and debt to EBITDA rose to 8.8
times.  This earnings shortfall has also pressured the company's
cash flow requiring Claire's to choose to accrete rather than
pay cash interest under its senior PIK toggle notes.  Earnings
shortfalls also make it highly likely that the company will
become a permanent borrower under its revolving credit facility
over the next twelve months.

The downgrade to SGL-4 reflects Claire's weak liquidity given
its current level of free cash flow deficits and the high
likelihood that the company will continue to generate free cash
flow deficits.  Despite the company's electing to defer cash
interest under its PIK toggle notes, Moody's believes that
Claire's will likely remain free cash flow negative which will
result in sustained levels of permanent borrowings under its
revolving credit facility.  While the company appears to have
enough availability under its US$200 million revolving credit
facility to fund its free cash deficit over the next twelve
months, unfavorable operating results and working capital
changes during the period could rapidly absorb this
availability.  Despite the company's operating and liquidity
challenges, positive consideration is given to the fact that
there are no near-term scheduled debt maturities, and the fact
that Claire's revolving credit facility has no financial
covenants.

Moody's review for downgrade will focus on the company's near
term operating performance, level of cash flow burn, as well as
the likelihood that it will sustain a level of permanent
borrowings under its revolver.  Moody's review will also focus
on the overall economic environment and its impact on mall
traffic, consumer confidence, and discretionary spending.

The following ratings are downgraded and placed on review for
further possible downgrade:

-- Probability of default rating to Caa1;

-- Corporate family rating to Caa1;

-- US$200 million senior secured revolving credit facility to B2
   from B1;

-- US$1,450 million senior secured term loan to B2 from B1;

-- Senior unsecured notes to Caa2 from Caa1;

-- Senior subordinated notes to Caa3 from Caa2.

The following rating is downgraded:

-- Speculative grade liquidity rating to SGL-4 from SGL-3.

-- The current LGD assessments remain subject to change.

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.
While the latter operates only in North America, Claire's
operates worldwide.  As of May 3, 2008, Claire's Stores, Inc.
operated 3,053 stores in North America and Europe.  Claire's
Stores Inc. also operates through its subsidiary, Claire's
Nippon Co. Ltd., 201 stores in Japan as a 50:50 joint venture
with AEON Co. Ltd.   The company also franchises 169 stores in
the Middle East, Turkey, Russia, South Africa, Poland and
Guatemala.



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

TRILOGY INT'L: S&P Affirms B- Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B-' long-
term corporate credit rating and US$250 million senior secured
debt rating on Trilogy International Partners LLC.  The outlook
is stable.

“The rating reflects the company's exposure to sovereign,
regulatory, and foreign exchange risks, given its operations and
focus in countries that have political and economic problems,
its brief track record operating as a consolidated entity, and
its highly leveraged financial risk profile.  Favorable growth
prospects in Latin America and the Caribbean and a degree of
geographic diversity in the company's operations support the
ratings,” said S&P's credit analyst Fabiola Ortiz.

The geographic diversity of Trilogy's operations and the
guarantee from its domestic operations mitigate the structural
subordination of the debt.  S&P's rating on the loan is based on
its expectation that the ratio of priority liabilities to total
assets will remain near or below 15%.

Trilogy's principal operating subsidiaries include:

          -- NuevaTel (PCS de Bolivia) S.A., a Bolivian
             corporation;

          -- All America Cables and Radio Dominican Republic, a
             British Virgin Islands corporation; and

          -- Communication Cellulaire d'Haiti S.A., a Haitian
             corporation.

The subsidiaries hold licenses to provide wireless communication
services to a population of approximately 9.3 million,
8.9 million, and 9.5 million, for Bolivia, Haiti, and the
Dominican Republic, respectively.

In addition to wireless services, the operating subsidiaries are
authorized to provide international long distance, public
telephony, and mobile data services.

Trilogy was formed in November 2005 to acquire Alltel Corp.'s
(B+/Watch Positive/--) Haitian and Bolivian wireless operations.
It acquired Centennial Communications Corp.'s (B/Stable/--)
Dominican Republic assets in March 2007.  Finally, during
May 2008, the company acquired a minority participation of
26.88% of a greenfield network in New Zealand (FC: AA+/Stable/A-
1+, LC: AAA/Stable/A-1+).  Although the management team has
operated in the industry for many years, it has only a brief
track record as a consolidated entity.

S&P believes that Trilogy's business strategy, which focuses on
investing in wireless businesses in developing countries that
present significant growth opportunities, exposes the company to
the inherent risks of operating in countries that have or have
had political and economic problems.  Despite the favorable
growth rates that Bolivia (B-/Stable/C), Dominican Republic
(B+/Negative/B), and Haiti (not rated) have experienced in
recent years, they continue to face important challenges that
could lead to an adverse operating environment in the future.
However, the new investment in New Zealand, which Trilogy
expects to launch in 2009, will increase the company's presence
in a market with a more favorable economic framework and
political environment, even though it has a minority interest
participation in the country.

The stable outlook reflects S&P's expectations that Trilogy's
key financial ratios will improve and that the company will
continue to pursue future acquisitions aggressively to grow its
existing portfolio.  If the company's liquidity weakens, if
there is an increase in short-term debt and/or a significant
deterioration of country risk in any market, S&P could revise
the outlook to negative.  While this is not likely, if the
company increases its presence in markets exhibiting a more
favorable economic and political environment, materially
improves its financial ratios, and has consistently positive
free operating cash-flow generation, S&P could take a positive
rating action.

Headquartered in Bellevue, Washington, Trilogy International
Partners LLC operates wireless systems in South and Central
America. It owns controlling interests in Nuevatel (PCS de
Bolivia S.A.) and Communication Cellulaire d' Haiti S.A., which
provides wireless fixed and mobile telephony services in Bolivia
and Haiti.



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

OLINT CORP: Members File Lawsuits Against David Smith
-----------------------------------------------------
Paul Henry at The Jamaica Observer reports that claimant
Christopher Walker and Micheal Belcher, two members of Olint
Corp. Limited, have filed lawsuits before the Supreme Court of
Jamaica against the firm's chief, David Smith, to recover over
US$3 million they allegedly invested in the company.

Mr. Smith had tried to calm down Olint members in a press
release last week, saying that the firm conducted an audit of
members' accounts and balances.

According to The Observer, the complainants are seeking damages
for “fraudulent representation”.  Mr. Walker is seeking to
recover almost US$2.5 million plus interest, while Mr. Belcher
is seeking to recover US$800,000 plus interest.  They are also
asking for a court order to trace Mr. Smith's assets that are in
the hands of other individuals.  Law firm Heart Muirhead Fatta
is representing the complainants.

The Observer relates that Mr. Smith's assets in Turks and Caicos
Islands have been frozen as part of a investigation on alleged
financial crime.  Problems with the Financial Services
Commission made Mr. Smith move Olint's headquarters to Turks and
Caicos from Jamaica in 2007.  The Commission served cease and
desist orders to Olint in 2006, after finding out that the
company was unregulated.

Olint Corp. Limited is an investment scheme based in Jamaica.
It has operations in Turks and Caicos and the U.S.  It has been
facing legal problems since 2006 when the Financial Services
Commission served a cease-and-desist order on the firm.  On
Dec. 24, 2007, the court ruled that the operations of Olint
breached provisions of the Securities Act.  The firm had been
dealing in securities and engaging in the participation of a
profit-sharing agreement, issuing investment contracts, and
providing advice to potential investors without licenses and
registration.  Olint appealed the ruling and was granted a stay
of execution of the cease-and-desist order until the appeal was
heard in February 2008.  In May 2008, the National Commercial
Bank Jamaica Limited attempted to close three Olint accounts in
the bank.  However, Olint secured an injunction from the court
barring the National Commercial from closing the accounts.
Olint has suspended payments to its members since early this
year.


SUGAR COMPANY: Workers to Get Redundancy Packages on Divestment
---------------------------------------------------------------
The Jamaican government will pay redundancy packages to
sugarcane workers at its sugar producer, the Sugar Company of
Jamaica Ltd., following the divestment of its assets to Infinity
Bio-Energy, The Jamaica Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
July 30, 2008, the Jamaica Gleaner said the Jamaican government
agreed to divest the assets of Sugar Company to Infinity in June
2007, and the assets will be fully transferred by Sept. 30,
2008.

Following divestment, the government will continue to hold a 25%
stake of the company's assets, amounting to J$1.8 billion
(US$25 million), the Gleaner said.

With the European Union's support, Jamaica will pay
US$2.7 billion worth of redundancy packages to the workers as
compensation funds should results of the divestment fail to
provide employment for the island's workers, The Gleaner
relates.

According to The Gleaner, workers of the company also want to
lease parts of the sugar lands.

Agricultural Minister, Dr. Christopher Tufton told The Gleaner
that the leasing of the lands is one of the issues the new
company will be working on after the divestment.

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.



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

ALLIS-CHALMERS: Moody's Assigns B2 Rating to Proposed Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 4, 55%) rating to
the proposed US$350 million senior unsecured notes to be issued
by Allis-Chalmers Energy Inc. (ALY).  At the same time, Moody's
changed ALY's rating outlook to positive from stable and
affirmed its B2 Corporate Family Rating, B2 Probability of
Default Rating, B2 (LGD 4, 55%) senior unsecured note ratings,
and SGL-2 speculative grade liquidity rating.  Proceeds from the
notes will be used to fund the cash portion of ALY's pending
acquisition of Bronco Drilling Company, Inc. (not rated),
refinance US$72 million in debt at Bronco, fund approximately
US$13 million in severance costs to Bronco executives and
US$15 million in transaction costs and fees, with the remainder
used to repay borrowings under ALY's revolving credit facility
and for general corporate purposes.  The Bronco acquisition is
being financed with US$200 million in cash and 16.8 million
shares of ALY's common stock.  The sale of the notes is
conditioned on the closing of the Bronco acquisition, which
pending regulatory and shareholder approvals, is expected to
close in August.

The positive outlook reflects the company's increased scale and
diversification, which are indicative of a higher rating, and
management's track record of financing material acquisitions
with a substantial equity component.  Management's demonstrated
willingness to issue equity has provided a degree of financial
cushion partially mitigating the risks associated with ALY's
aggressive growth strategy.  These risks include valuation and
performance risk inherent to a proportionally high level of
acquisitions priced during fairly robust sector conditions,
event and integration risk, and business and political risk
associated with step-outs into new business lines and regions
with substantial political risk.

An upgrade of ALY's B2 Corporate Family Rating will depend on
the company's success in integrating and achieving projected
earnings from the Bronco acquisition, which represents the
company's largest acquisition to date and its first entry into
the contract drilling market in the U.S.; generating improved
results from its recently restructured rental tools business,
which has performed below expectations; maintaining conservative
financial leverage, with debt/EBITDA maintained within 3x; and
continuing to finance material acquisitions with a meaningful
equity component.  Weaker than expected operating results,
protracted acquisition integration, or an unfavorable change in
financial policies could result in the outlook returning to
stable.

Headquartered in Houston, Texas, Allis-Chalmers Energy Inc.
(NYSE: ALY) -- http://www.alchenergy.com-- is an oilfield
services company.  It provides services and equipment to oil and
natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Colorado, Oklahoma,
Mississippi, Wyoming, Arkansas, West Virginia, offshore in the
Gulf of Mexico, and internationally primarily in Argentina and
Mexico.  Allis-Chalmers provides rental services, international
drilling, directional drilling, tubular services, underbalanced
drilling, and production services.


ALLIS-CHALMER: S&P Rates Proposed US$350MM Sr. Unsec. Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B+'
rating to the company's proposed US$350 million senior unsecured
notes due 2018.  At the same time S&P assigned the notes a
recovery rating of '3', indicating meaningful (50% to 70%)
recovery in the event of a payment default.  The company will
use note proceeds to help to finance the acquisition of Bronco
Drilling Co. Inc. (unrated).  S&P also affirmed the 'B+'
corporate credit rating.  The outlook is stable.

The corporate credit rating on Allis reflects recently soft
operating performance at the company, specifically its rental
services segment, and low rig utilization rates at Bronco during
the fourth quarter of 2007 and the first quarter of 2008, which
resulted in lower cash flows.  Also, the company is very
acquisitive.  While the acquisitions have improved Allis' scale
and scope of operations, they also raise questions as to whether
management has the ability to effectively manage such rapid
growth.  Furthermore, the acquisition of Bronco represents the
company's first venture in the domestic land rig business.
Finally, the oilfield services industry is highly cyclical.  S&P
expects demand for services to improve during the second half of
2008 because of robust commodity prices, but the rig count has
historically been very volatile, and a reversion to low drilling
activities would result in significantly lower cash flows for
Allis.

“The rating also reflects expected improvements in operating
performance as a result of strong industry conditions during the
second half of 2008, adherence to its stated financial policy,
and meaningful improvements in the company's scale and product
offerings during the past year,” said Standard & Poor's credit
analyst Amy Eddy.

Allis is a small, rapidly growing oilfield services company
operating primarily in Texas, Louisiana, and Argentina.  The
company has consummated several acquisitions since 2001 and has
increased its pro forma EBITDA to about US$300 million compared
with US$37 million when Standard & Poor's first rated the
company in January 2006.  Although the pace of acquisitions
raises questions as to whether management has the ability to
effectively manage such rapid growth and complicates operating
performance comparisons, S&P recognizes that the acquisitions
have strengthened the company's business risk profile.

The outlook is stable.  Standard & Poor's recognizes that
industry trends for oilfield services should remain favorable in
the near term, which should improve Allis' cash flows during the
second half of 2008.  S&P expects the company to continue to be
acquisitive and maintain a debt to EBITDA ratio of around 3x.
Any further positive rating actions are contingent on Allis'
ability to profitably maintain its scale and scope of
operations.  Worse-than-expected financial results, whether due
to deteriorating industry fundamentals or company-specific
issues, that result in debt to EBITDA above 4x and interest
coverage of less than 3x could result in a negative rating
action.

Headquartered in Houston, Texas, Allis-Chalmers Energy Inc.
(NYSE: ALY) -- http://www.alchenergy.com-- is an oilfield
services company.  It provides services and equipment to oil and
natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Colorado, Oklahoma,
Mississippi, Wyoming, Arkansas, West Virginia, offshore in the
Gulf of Mexico, and internationally primarily in Argentina and
Mexico.  Allis-Chalmers provides rental services, international
drilling, directional drilling, tubular services, underbalanced
drilling, and production services.


BHM TECHNOLOGIES: Eclipse Wants to Lift Stay to Recover Tooling
---------------------------------------------------------------
Eclipse Tool & Die, Inc., asks the U.S. Bankruptcy Court for the
Western District of Michigan (i) to grant it relief from the
automatic stay to allow it to recover its tooling from BHM
Technologies Holdings, Inc. and its debtor-subsidiaries, or in
the alternative, and (ii) to direct them to pay US$699,635, and
provide adequate protection for its interest in the equipment.

Eclipse, a Michigan corporation, is a small tool and die company
located in Wayland, Michigan, that specializes in the building
of special metal fabricating tools and dies that are ultimately
delivered to companies such as the Debtors, to produce
production parts for inclusion into major North American and
Asian automotive original equipment manufacturers and Tier-1
suppliers.

David S. Lefere, Esq., at Bolhouse, Vander Hulst, Risko & Baar,
P.C., in Grandville Michigan, states that as of the Petition
Date, Eclipse has not been paid the amount of US$699,635, that
it is owed for the Special Tooling it designed, fabricated and
manufactured for Brown Corp.

The Special Tooling designed, fabricated and manufactured by
Eclipse for Brown Corp., was singularly designed for use in the
automotive industry for the purpose of producing specific
production and component parts for Chrysler, LLC's 2009 Dodge
Journey vehicle program.

Eclipse obtained and perfected tooling liens in the Special
Tooling it designed, fabricated and manufactured for Brown Corp.
in accordance with the procedures set forth in the Michigan
Special Tool Lien Act, "MSTLA", MCL 570.541 et. seq.

Mr. Lafere notes that Eclipse was required to borrow a
significant amount of money in order to finance the design,
fabrication and manufacture of the Special Tooling for Brown
Corp. and is currently paying 7% of the US$699,6350 on a yearly
basis.  Based on the interest rate at 7% on US$699,635, Eclipse
is paying US$48,974 per year in order to finance the Special
Tooling that has been designed, fabricated, manufactured and
delivered to Brown Corp. and which Brown Corp. is generating
revenue from.

Eclipse says it is essentially paying approximately US$136.00 in
interest per day for the Special Tooling that is generating
revenue for Brown Corp. and the Debtors.  Each day that Eclipse
goes unpaid by the Debtors, Eclipse suffers a loss of US$136 a
day, due to its interest payments, Mr. Lafere tells the Court.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/
or 215/945-7000)


BLUE WATER: Mulls Closure After US$39MM Sale Fell Through
---------------------------------------------------------
Blue Water Automotive Systems Inc. said it may cease operations
as the approval of the going-concern sale of its business to
Flex-N-Gate, LLC, did not push through.

Blue Water has withdrawn its request for approval of that sale
on July 16.

The Debtors entered into a stalking-horse sale agreement with
NYX, Inc., which proposed to pay US$7,000,000 in cash, and
US$21,000,000 in promissory notes, subject to higher and better
offers.

During the auction, the Debtors selected Flex-N-Gate's bid,
initially at US$22,400,000, all in cash.  Flex-N-Gate's “final”
offer was valued at about US$39,500,000, including US$19,400,000
in cash, James D. Sampson, chief executive officer of Blue
Water, said.

The Debtors' decision to scrap the going-concern sale of their
auto-parts business has raised questions as to the future of
their business and employees.  The delay in the sale has
affected the company's supply contracts with the Detroit's Big
Three -- Ford Motor Company, Chrysler, LLC, and General Motors
Corp. -- and the confirmation hearings related to the Debtors'
Chapter 11 plan of liquidation.

Mr. Sampson said Blue Water reached an agreement to continue
supplying parts for Ford until August 11.  He, however,
acknowledged that that General Motors and Chrysler probably will
take their business elsewhere.

Blue Water's Chapter 11 Plan of Liquidation, which has been
overwhelmingly approved by creditors, provides for a going-
concern sale of the business, a better alternative to a forced
liquidation sale in Chapter 7, especially to employees.

Mr. Sampson has informed Blue Water's 1,238 employees of the
possibility of shutting down operations in 60 to 90 days time,
the Ann Arbor News notes.  “I'm still hopeful that there can be
some resolution,” Mr. Sampson said, according to Bloomberg News.

Plan confirmation hearing has been adjourned to August 11.

Mr. Sampson, in an interview with Bloomberg News, says CIT
Group, Inc.'s opposition to Flex-N-Gate's Bid, as well as
objections from the other creditors, made Blue Water
apprehensive of the United States Bankruptcy Court Eastern
District of Michigan's approval of the Bid.  CIT Group/Equipment
Financing, Inc., and CIT Capital USA, Inc., are owed more than
US$40,000,000 in collateralized loans.

                CIT Entities Adversary Proceeding

CIT Capital USA, Inc., and CIT Capital Group/Equipment
Financing, Inc., assert the existence of an intercompany debt is
a violation of each mortgage for the properties, of which
contained a provision that Blue Water Automotive Systems
Properties, LLC “has no material financial obligations” other
than the obligations to the CIT Entities.  As the Intercompany
Debt exists, BW Properties and Blue Water Automotive Systems,
Inc., which controlled BW Properties, were guilty of fraud,
Shalom L. Kohn, Esq,. at Sidley Austin LLP, in Chicago,
Illinois, avers.

The CIT Entities admit that they have received certain transfers
within two years of the Petition Date, consisting of proceeds of
the Lease from BW Properties to BWASI, which was pledged to CIT
Capital pursuant to the Assignment of Leases and Rents.

The CIT Entities aver that there was no fraudulent conveyance
because BWASI was permitted to occupy the Properties in exchange
for the monthly rent.  Continued occupancy was the reasonably
equivalent value exchange for the transfer, Mr. Kohn asserts. He
adds a mere failure of CIT Capital to pay money, as alleged by
BWASI is not a transfer from the Debtors and thus cannot give
rise to fraudulent conveyance liability.

CIT Entities, saying they have no knowledge whether the Debtors
paid taxes and insurance, demand the Debtors' proof of payment.

CIT Capital contends only BW Properties, being a party to the
Mortgage, has the right, prior to an event of default and by
submission of invoices, to obtain cash from the Account to pay
taxes and insurance.

That despite BW Properties' failure to provide invoices, CIT
Capital has reimbursed BW Properties US$300,071 for the taxes
and insurance, Mr. Kohn argues.  If CIT Capital had any
obligation to remit the funds under the Impound Account, they
would be nothing more than a claim against CIT Capital.  As BW
Properties had an obligation to CIT Capital for US$14,981,372,
CIT Capital's set-off rights with respect to the Impound Account
precludes any recovery from the alleged breach of contract,
unless and until CIT Capital's claims against BW Properties are
paid in full.

CIT Equipment explains that as of May 17, 2006, the value of the
assets pledged by BWASI to secure the Equipment Lease exceeded
the amounts due on the Lease thus there would be no need for the
BWAS Mexico and BW Plastics to resort to the Guaranties.  As the
Mexican Entities are not creditors of CIT Equipment, they could
not be insolvent, and the fact that they have no liabilities
means that they could have been solvent, Mr. Kohn reiterates.

The CIT Entities assert the disallowance of the CIT Entities'
Claims is without merit as the Debtors' arguments cannot stand,
the Court cannot grant its request for disallowance.

The CIT Entities assert that to the extent that any transfer is
sought to be set aside as a fraudulent conveyance, the CIT
Entities have the right to retain their liens and enforce their
obligations pursuant to Section 548(c) of the Bankruptcy Code.

Thus, as the Complaint fails to state a claim, the CIT Entities
ask the Court for a summary judgment in their favor with respect
to the Complaint.

                   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.  The Plan has
been confirmed by the Court.

(Blue Water Automotive Bankruptcy News, Issue No. 24, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CLEAR CHANNEL: Fitch Cuts Issuer Default Rating to B from BB-
-------------------------------------------------------------
In-line with prior guidance, Fitch Ratings has downgraded the
Issuer Default Rating and outstanding debt rating of Clear
Channel Communications, Inc. as:

  -- IDR to 'B' from 'BB-';
  -- Senior unsecured non-guaranteed notes to 'CCC/RR6' from
     'BB-'.

Fitch has also removed Clear Channel from Rating Watch Negative,
where it was originally placed on Oct. 26, 2006.  The Rating
Outlook is Negative.  Additionally, Fitch has withdrawn all
existing ratings of Clear Channel.

Fitch's downgrade follows the recent announcement that
shareholders have approved the acquisition of Clear Channel by
certain investors in a highly leveraged transaction.  The
transaction will result in proforma leverage and coverage of
approximately 9 times, and 1.5x, respectively.  The IDR and
Negative Outlook reflect the weak macroeconomic environment that
continues to pressure local advertising sales of traditional
media outlets like radio broadcasting as well as the longer-term
pressures that secular changes have placed on traditional media.

In addition, the ratings and outlook take into account the
company's US$1 billion of maturities in 2011, as well as
significant principal amortization on the term loans that will
begin late 2011.  Fitch believes that Clear Channel has
separable assets that could be sold if ever needed to de-lever
and generally would not impact core operations.  While
management has never stated such, Fitch believes these assets
include Clear Channel's International Outdoor segment that, in
Fitch's opinion, does not provide significant synergies with the
company's U.S. operations and its Katz Media national rep firm.
Proceeds from any asset sales generally have to go towards
repayment of the new term loans.  Fitch estimates that Clear
Channel should be able to generate annual free cash flow of at
least US$150 million assuming no pay-in-kind election on the
toggle notes.  Fitch estimates a PIK election could result in an
additional US$150 million of annual pre-tax cash flows.  Other
sources of liquidity could come from Clear Channel's
US$2 billion committed revolver.

Fitch does not expect the secular challenges facing radio to be
as significant as those facing print media, and believes that
the medium will benefit from the continued roll-out of HD radio.
Supply issues related to the number of ad spots could be present
with HD radio, however Fitch believes the technology should help
the industry attract more national advertising.  While the
outdoor segment is also susceptible to the slowing macro-
economic environment, Fitch expects mid-single digit growth and
continued margin expansion from the U.S. segment as it continues
to roll-out digital billboards and takes market share from other
traditional media outlets.

The new debt (totaling approximately US$18 billion of new senior
secured term loans and revolver, and senior unsecured notes,
none of which were rated by Fitch) is expected to receive
guarantees from Clear Channel's wholly-owned domestic restricted
subsidiaries, which Fitch expects to include Clear Channel
Holdings, Inc., the parent of Clear Channel Outdoor Holdings,
Inc.  The 'CCC/RR6' rating on the existing bonds and debentures
of Clear Channel that remain outstanding reflect that they are
structurally junior to the new debt since it will not receive
subsidiary guarantees.

The rating withdrawal reflects Fitch's view that the level and
timeliness of information available to Fitch going forward may
not be sufficient to maintain timely and accurate ratings.

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

In addition, it had equity interests in various international
radio broadcasting companies.  As of Feb. 13, 2008, the company
sold 217 non-core radio stations.  In March 2008, the company
announced that it has completed the sale of its Television Group
to Newport Television LLC.


EMPRESAS ICA: Earns MXN93 Million in 2008 Second Quarter
--------------------------------------------------------
Empresas ICA S.A.B. de C.V. has recorded consolidated net income
of MXN93 million in 2008 second quarter, as compared to
MXN227 million in 2007 second quarter.  For the second quarter
of 2008, majority net income was MXN64 million, as compared to
MXN121 million in the prior-year period.

During the second quarter, revenues increased 10%, costs rose
12%, and general and administrative expenses increased 8%, as
compared to the prior-year period.  The company had
MXN6.23 billion of net revenues for 2008 second quarter compared
to MXN5.65 billion of net revenues for 2007 second quarter.  As
a percentage of revenues, general and administrative expenses
fell to 9.3% of revenues from 9.5% in the prior-year period.

Backlog as of the end of the second quarter of 2008 reflects a
recovery in contracting for civil construction projects and
concessions.  However, clients in both the public and private
sectors have delayed contracting new industrial projects.

Industrial construction recorded the net effect of a
MXN62 million increase in costs, incurred principally as a
result of the review of the expected profitability of the
Chicontepec I project upon completion.

The rising cost of steel and other raw materials is affecting
the profitability of certain fixed price projects, particularly
in Civil Construction.  Rising prices for electricity and
contracted services are also affecting Airports margins.

The appreciation of the exchange rate affected contract values
and revenues from projects denominated in dollars.  Thirty
percent of backlog is denominated in foreign currency,
principally dollars.  This effect was partially offset by the
exchange rate effect on dollar denominated debt, which accounted
for 29% of ICA's total debt as of June 30, 2008.

Total debt as of June 30, 2008, was MXN13.47 billion, an
increase of MXN2.01 billion as compared to June 30, 2007.  The
increase reflects new borrowings to finance projects under
construction.  Net debt was MXN7.47 billion.

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.


HERCULES OFFSHORE: Books US$20 Million Net Income in 2nd Quarter
----------------------------------------------------------------
Hercules Offshore, Inc., has reported net income of
US$20 million, before separation related charges, on revenues of
US$270.8 million for the second quarter 2008, compared to net
income of US$24.2 million, before charges, on revenues of US$99
million for the second quarter 2007.

Net income for the quarter ended June 30, 2008, inclusive of
US$3.6 million, after tax, in separation related costs, was
US$16.4 million.  Net income for the second quarter of 2007 was
US$23.5 million, which includes US$0.7 million, after tax, in
severance-related costs and a net loss related to the early
retirement of debt and an interest rate swap termination.

Sequentially, the company's second quarter diluted earnings per
share, before non-recurring items, were US$0.17 higher than the
first quarter 2008 diluted earnings per share of US$0.05.

Hercules Offshore Chief Executive Officer and President, John
Rynd stated, “Our second quarter results reflect improving
market conditions for our Domestic Offshore and Domestic
Liftboat segments.  The domestic offshore environment is
expected to remain positive as current commodity prices are
driving attractive well economics and higher capital spending by
our customers.”

“In keeping with our long-stated strategy, we are also
continuing to expand our international operations.  We are
mobilizing the Amberjack liftboat to the Middle East from the
U.S. Gulf of Mexico and we anticipate operations on this vessel
will commence in the fourth quarter.  This represents the third
additional liftboat we will put into service internationally
this year, in addition to the four additional jackups that
we previously announced, providing substantial growth in our
earnings over the next two years,” Mr. Rynd continued.

Offshore Highlights

During the second quarter 2008, Domestic Offshore revenues
increased to US$97.4 million from US$28.3 million in the second
quarter 2007 as a result of additional operating days stemming
from the acquisition of TODCO in July 2007.  While utilization
increased to 79.6% from 68.7%, it was offset by a decline in
average revenue per day per rig to US$60,445 from US$75,531 in
the second quarters of 2008 and 2007, respectively.  Domestic
Offshore generated operating income of US$23.6 million for the
second quarter 2008 compared to operating income of
US$10.1 million in the second quarter of 2007.

International Offshore revenues were US$74.2 million for the
second quarter 2008 compared with US$19.6 million for the prior
year period.  This increase was also largely due to increased
operating days resulting from the TODCO acquisition as well as
the activation of the Hercules 260.  Average revenue per day per
rig for the second quarter 2008 was US$115,556 compared with
US$109,719 in the corresponding period of 2007, while
utilization declined to 87.7% from 98.4% for the same periods
largely due to downtime on the Hercules 110.  Average operating
expense per day per rig increased by US$10,662 to US$50,967 in
the second quarter 2008 from US$40,305 in the corresponding
period of the prior year due to a significant increase in the
amortization of mobilization expense and rental expense that is
rebilled to the customer.  Operating income increased by over
175% to US$27.4 million in the second quarter of 2008.

Inland Highlights

Inland recorded revenues of US$40.3 million and an operating
loss of US$2.9 million during the second quarter 2008.  Average
revenue per day per rig was US$39,589 on utilization of 68.4%.
The company did not have inland barge operations prior to the
third quarter of 2007.

Liftboat Highlights

Domestic Liftboats revenues declined to US$22.3 million for the
second quarter 2008, from US$37.2 million in the second quarter
2007 due to a reduction in demand which adversely impacted both
dayrates and utilization.  Average revenue per day per liftboat
declined to US$9,030 in the second quarter of 2008 from
US$12,482 in the same period of 2007 while utilization decreased
to 63.7% from 71.2% in the same periods, respectively.
Operating income for the second quarter 2008 was US$3 million
compared with US$14.8million in the second quarter of the
previous year.

International Liftboats revenues increased US$6.4 million to
US$20.3 million in the second quarter 2008 from US$13.9 million
in the second quarter 2007 due to strong demand in West Africa
and the completion of the reactivation of the Black Jack vessel.
Average revenue per day per liftboat increased by 38% in the
second quarter 2008 to US$15,255 from US$11,090 in the prior
year period on slightly higher utilization.  Operating Income
increased to US$6.8 million in the second quarter of 2008 from
US$3.5 million in the same prior year period.

Other Highlights

The Other segment includes the results of the company's wholly-
owned subsidiary, Delta Towing, and the results associated with
the completion of the fourth quarter sale of its land rigs,
which were acquired as part of the TODCO acquisition.  This
segment recorded operating income of US$2.3 million on revenues
of US$16.4 million in the second quarter 2008.

Balance Sheet Highlights

At June 30, 2008, the company's balance sheet reflected total
assets of US$3.9 billion, including cash and equivalents
totaling US$98 million, total debt of US$1.2 billion and
stockholders' equity of US$2 billion.  During the quarter, the
company improved liquidity significantly through an increase in
the commitments on its revolving credit facility to US$250
million from US$150 million and the issuance of US$250 million
in principal amount of 3.375% Convertible Senior Notes due 2038.
The notes will be convertible under certain circumstances into
shares of Hercules Offshore common stock at a rate which is
equal to a conversion price of approximately US$50.08 per share.
The company utilized approximately US$49.2 million of the
proceeds from the offering to repurchase 1.45 million shares of
its common stock and US$100 million to repay amounts outstanding
under its revolving credit facility.

Headquartered in Houston, Texas, USA, Hercules Offshore, Inc.
(Nasdaq: HERO) provides shallow-water drilling and lift boat
services to the oil and natural gas exploration and production
industry in the United States Gulf of Mexico and
internationally.  It operates a fleet of 35 jackup rigs, 27
barge rigs, 65 liftboats, three submersible rigs, one platform
rig and a fleet of marine support vessels.   Its services are
organized in four segments, Domestic Contract Drilling Services,
International Contract Drilling Services, Domestic Marine
Services and International Marine Services.  The company's
Domestic Contract Drilling Services and Domestic Marine Services
are conducted in the United States Gulf of Mexico, its
International Contract Drilling Services are conducted offshore
Qatar and India, and its International Marine Services are
conducted in West Africa.  The company also has operations in
Venezuela, Trinidad, and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 5, 2008, Standard & Poor's Ratings Services has affirmed its
'BB' bank loan and recovery rating of '2' on the US$1.15 billion
senior secured credit facilities of Hercules Offshore Inc., as
well as its 'BB-' Corporate Credit Rating with stable outlook.
The recovery rating of '2' indicates S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.


METROFINANCIERA: Collateral Slide Cues Fitch to Cut Ratings
-----------------------------------------------------------
Fitch Ratings has downgraded five trusts backed by construction
bridge loans originated and serviced by Metrofinanciera, a
Mexican Sofom.  These trusts include four National Scale Rated
local trusts and one cross-border trust.  The five trusts remain
on Rating Watch Negative as Fitch continues to monitor the
overall construction environment in Mexico, the performance of
the trusts, and the financial condition of Metrofinanciera.

The rating actions include the downgrade of these five senior
notes, as well as the three mezzanine notes of the respective
trusts:

  -- Series METROCB03-2 to 'A(mx)' from 'AAA(mx)';
  -- Series METROCB03-3 to 'A(mx)' from 'AAA(mx)';
  -- Series METROCB07 to 'A(mx') from 'AAA(mx)';
  -- Series METROCB07-2 to 'BB(mx)'from 'A(mx)' ;
  -- Series METROCB07-3 to 'A(mx)' from 'AAA(mx)';
  -- Series METROCB07-4 to 'BB(mx) 'from 'A(mx)'.
  -- Loan Trust #650 2007-1 Notes 'BB from BBB';
  -- Loan Trust #650 2007-1 Notes 'A (mx)' from 'AAA(mx)';
  -- Loan Trust #650 Class B Notes to 'BB(mx)' from 'A(mx)'.

The downgrades reflect an ongoing deterioration in collateral
caused by a slowdown in the Mexican housing and construction
market.  Collateral performance of the various trusts have shown
high levels of delinquencies, increases in restructured loans,
and a general slowdown in amortizations of the underlying loan
collateral over the past 12 months.  Additionally, Fitch
believes the revolving nature of these trusts as well as the
potential need for future support ties these transactions more
closely to the credit quality of Metrofinanciera, which is
currently rated 'B+' and 'BBB(mex)'.

Fitch has seen a general slowdown in the Mexican housing sector
due to a contraction in sales caused by imbalances between
supply and demand among certain regions and states.

Metrofinanciera has indicated its intention to support these
transactions through the substitution of non-performing
collateral.  Fitch will continue to monitor Metrofinanciera's
action plan for the various trusts and will consider future
rating actions as appropriate.

Headquartered in Monterrey, Mexico, Metrofinanciera, S. A. de
C.V., Sociedad Financiera de Objeto Multiple, Entidad no
Regulada -- http://www.metrofinanciera.com.mx/-- specializes in
real estate credit and housing development in Mexico.  Founded
in 1996 in Monterrey, it offers financial services and
consulting for all phases of real estate projects: housing
construction, advance sales, public works and commercialization.
The company also offers products in life, damage and
unemployment insurance.


* TULTITLAN: Moody's Assigns Ba3 Rating for MXN164 Million Loan
---------------------------------------------------------------
Moody's has assigned A3.mx (Mexican National Scale) and Ba3
(Global Scale) ratings to Tultitlan's Ps. 164 million loan from
Banorte.   The loan has a final maturity of 10 years and is
payable under the terms of a loan contract and a Trust Agreement
(16331-5) established with Banco Nacional de Mexico S.A. as
trustee.  Interest is paid monthly at a fixed rate, while
principal will be paid in 112 monthly installments starting in
August 2008.  As payment on the loan, the municipality has
pledged a portion of its federal participation revenue, which is
expected to result in adequate debt service coverage.

The loan is a direct and binding obligation of the Municipality
of Tultitlan.  The loan ratings now assigned incorporate the
municipality's own credit standing, as well as the credit
enhancements provided by the trust structure and supporting
contractual obligations.  The ratings assigned herein are based
on documentation received by Moody's as of the rating assignment
date.  Moody's will review all of the definitive documents
governing the loan payable under the trust agreement.  In the
event that the final documentation differs significantly from
the drafts submitted to us, Moody's will assess what effects
these differences may have on the rating and act accordingly.

The loan ratings are based on the following factors:

1. The municipality's issuer rating of Baa1.mx (National Scale
   Rating) and B1 (Global Scale, local currency) that reflect
   improving financial performance and debt profile, after years
   of posting recurrent and sizable budgetary deficits; weak
   financial position marked by the accumulation large accounts
   payable to the state pension system and other suppliers; poor
   financial situation of the municipal water company (APAST);
   and, challenges posed by a narrow economic base with large
   infrastructure needs.

2. To service this loan the municipality has pledged the flows
   to 30% of its federal participation revenue: a pledge that is
   expected to result in sufficient debt service coverage (DSC)
   even under severe stress scenarios. Previously, the
   municipality pledged participaciones as a guarantee for
   obligations with the state pension system and the state
   government.  These obligations are paid directly by the
   municipality, and in the event of non-payment, the
   participaciones could be used first to pay out this debt.
   After discounting these amounts, on average DSC on the debt
   service for the loan is still expected to reach 2.9 X. The
   pledge of participation revenue, however, does not include a
   minimum amount of Pesos to be transferred to the trust, a
   feature sometimes used to mitigate a potential disruption
   caused by fluctuations in participation revenues.

3. The loan's credit quality is enhanced by the use of a paying
   trust to which the municipality has pledged a portion of the
   flow of its federal participation revenues.  With funds
   transferred directly by the State to the trust in accordance
   with an irrevocable instruction issued by the municipality,
   the lender's interests are protected.  The pledge of a
   portion of the revenue of the municipality's federal
   participation revenue, though weaker than a pledge of the
   rights to receive the revenue, still provides security above
   that of the issuer given that the municipality does not have
   control of the asset (participaciones) prior to their being
   deposited in the trust.  One weakness in the legal
   documentation (the trust and contract) is the lack of
   definitions of certain important terms, which could lead to
   different interpretations as to the rights and obligations of
   the different parties.

4. As mentioned above, prior to this transaction, the
   municipality had entered into debt agreements with the state
   pension system (ISSEMYM) and the state of Mexico, whereby the
   municipality pledged its participation revenue to pay the
   debt with these two institutions.  A weak point in this
   transaction is that the pledge to these two institutions
   could be interpreted as invalidating the current pledge of
   participation revenue to pay the loan from Banorte, given
   their prior claim and registration in the state's debt
   registry.  This is somewhat mitigated by the fact that the
   flow of funds is sufficient to pay all of the obligations
   related to the pledged participaciones. However, in the event
   that the municipality failed to pay ISSEMyM, and the
   institution laid first claim on the municipality's
   participaciones, the remaining amount is expected to be
   insufficient to meet the covenant in the Banorte loan of
   maintaining debt service coverage higher than 1.66 times
   until final maturity.

5. The availability of reserves for the payment of interest and
   principal equal to three months of debt service requirements
   offers adequate protection to creditors from unexpected
   fluctuations in the flow of funds or timing of the transfer
   of funds.  This reserve will be fully funded by the end of
   the sixth month and will be maintained until maturity.



=======
P E R U
=======

GRAN TIERRA: To Consolidate Business With Solana Resources Ltd.
---------------------------------------------------------------
Gran Tierra Energy Inc. and Solana Resources Limited have
entered into a definitive agreement providing for the business
combination of both companies.  The transaction is expected to
create an exploration and production company with a
significantly increased operating scale and balance sheet.

Gran Tierra President and Chief Executive Officer, Dana Coffield
will continue as the President and CEO of the combined company,
while Solana President and CEO, J. Scott Price will join the
board of directors of the combined company.  The board of
directors will be comprised of seven members including the
current directors of Gran Tierra: Jeffrey Scott, Walter Dawson,
Verne Johnson, Nick Kirton, and Mr. Coffield, as well as Mr.
Price, and the current Chairperson of the Solana board of
directors, Mr. Ray Antony.  Gran Tierra board of directors
chairperson, Mr. Scott will maintain his position.

Commenting on the transaction Mr. Coffield stated, “We are very
pleased to make this announcement and we expect the transaction
will create a much more substantial company in a consolidating
global industry while preserving Gran Tierra's operating
leadership.  The combination creates a company with a 100%
working interest in one of the most important oil discoveries in
Colombia in recent years, the Costayaco field.  The anticipated
production and cash flow growth from Colombia will fund
continued exploration on the resulting company's combined land
position, in addition to increasing the capability to undertake
much larger and material new venture initiatives in the future.”

Mr. Price stated, “The combination of the two companies will not
only consolidate a premium light oil asset in Colombia, but will
also launch a substantive, well financed, South American focused
entity with an enviable land position and a portfolio of
opportunities across the risk spectrum.  We believe this
transaction will result in significant value accruing from the
asset consolidation and resultant economies of scale.”

                  Summary of the Transaction

Under the terms of the Agreement, each Solana shareholder will
receive either (i) 0.9527918 of a common share of Gran Tierra
or; (ii) 0.9527918 of a common share of a Canadian subsidiary of
Gran Tierra (Exchangeable Share) for each common share of Solana
held, which represents a premium of approximately 14.1 % to the
20 day weighted average trading price to July 28, 2008 of the
Solana shares on the TSX Venture Exchange and Gran Tierra's
July 28, 2008, closing price on the Toronto Stock Exchange of
CAD5.73.

The shares of the Canadian subsidiary of Gran Tierra: (i) will
have the same voting rights, dividend entitlements and other
attributes as Gran Tierra common stock; (ii) will be
exchangeable, at each shareholder's option, on a one-for-one
basis, into Gran Tierra common stock; and (iii) subject to
compliance with the listing requirements of the oronto Stock
Exchange, will be listed on the Toronto Stock Exchange.  The
Exchangeable Shares will automatically be exchanged for Gran
Tierra common stock five years from closing, and in certain
other events.

The transaction will be completed pursuant to a statutory plan
of arrangement pursuant to the Business Corporations Act
(Alberta).  Upon completion of the transaction, Solana will
become an indirect wholly-owned subsidiary of Gran Tierra.  The
plan of arrangement will be accomplished on a tax deferred basis
in Canada, but may be a taxable transaction for non-Canadian
holders of Solana securities.  On a fully diluted basis, upon
the closing of the plan of arrangement, Solana securityholders
will own approximately 49% of the combined company and Gran
Tierra securityholders will own approximately 51% of the
combined company.

The proposed transaction is subject to regulatory, stock
exchange, court and shareholder approvals.  Gran Tierra and
Solana expect to hold shareholder meetings in October 2008.  A
joint proxy statement and management information circular is
expected to be mailed to shareholders of the companies in
September 2008.  The parties have agreed to pay each other
a termination fee of US$21 million in certain circumstances and
an expense reimbursement fee of US$1.5 million in certain other
circumstances.

Complete details of the plan of arrangement are set out in the
agreement, which will be filed by Solana on SEDAR
(http://www.sedar.com)and Gran Tierra on SEDAR and with the
Securities and Exchange Commission (http://www.sec.gov).

Following the offer becoming or being declared unconditional in
all respects and as soon as it is able to do so, Gran Tierra
will procure that Solana will apply to the London Stock Exchange
for the cancellation of the admission of Solana shares to
trading on AIM.  A notice period of not less than 20 business
days prior to the cancellation of trading will take effect upon
the offer becoming or being declared unconditional in all
respects.  Cancellation of admission to trading on AIM is likely
to reduce significantly the liquidity and marketability of any
Solana shares in respect of which the offer has not been
accepted.  Gran Tierra will also seek to have the Solana shares
delisted from the TSX Venture Exchange and to cease Solana being
a reporting issuer under applicable Canadian securities laws.

               Highlights of the Combined Entity

Management of Gran Tierra and Solana expect that the combination
will provide many benefits, including:

  -- Creation of a stronger South American oil producer with
     significant producing assets in Colombia;

  -- Significant exploration portfolio properties in each of
     Colombia, Argentina and Peru;

  -- Consolidation of 100% of the working interest in the
     Costayaco field (95% economic interest excluding government
     royalties), a major light oil discovery made in Colombia in
     2007, currently under delineation and development;

  -- An entity with a pro-forma enterprise value of
     approximately US$1.35 billion based on Gran Tierra's stock
     price on July 28, 2008, which is expected to result in
     enhanced liquidity and a more competitive cost of capital;
     and

  -- Strong pro-forma cash flows which are expected to allow the
     combined entity to internally finance the exploration and
     development of the Costayaco field, pursue other
     exploration opportunities on the combined company's large
     undeveloped land base in Colombia, Argentina and Peru, and
     pursue additional new venture growth opportunities.

       Key Pro Forma Operating and Financial Information
                  for the Combined Entity

Some of the key pro forma and financial metrics for the combined
company include these:


  Estimated Combined 2008 Exit Production         15,000 boe/d
  Pro-forma enterprise value                     US$1.35 billion
  Fully diluted shares outstanding                268.3 million
  Pro-forma proven reserves                       18.4 MMboe
  Pro-forma land base:
      Colombia                                 1.5 million acres
      Argentina                                1.3 million acres
      Peru                                     3.4 million acres

Solana Chief Operating Officer Glenn Van Doorne, a Petroleum
Geologist, and Gran Tierra President and CEO, Mr. Coffield also
a Geologist, are the qualified persons who have reviewed the
technical information contained in this news release.

                            Advisors

Blackmont Capital Inc. is acting as exclusive financial advisor
to Gran Tierra with respect to the transaction and has verbally
advised the board of directors of Gran Tierra that it is of the
opinion, as of the date hereof, that the consideration to be
offered by Gran Tierra pursuant to the proposed combination is
fair, from a financial point of view, to Gran Tierra
shareholders.

Tristone Capital Inc. is acting as exclusive financial advisor
to Solana with respect to the transaction and has verbally
advised the board of directors of Solana that it is of the
opinion, as of the date hereof, that the consideration to be
received by Solana shareholders is fair, from a financial point
of view, to Solana shareholders.

                   About Gran Tierra Energy

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

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

                     Successive Net Losses

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

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



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

CARRIBBEAN RESTAURANTS: Moody's Cuts Corp. Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Caribbean Restaurants,
LLC's (Caribbean) Corporate Family Rating to Caa1 from B3,
Probability of Default rating to Caa1 from B3 and US$210 million
senior secured credit facilities to B2 from B1.  The rating
outlook is stable.

The downgrade of CFR to Caa1 reflects Moody's belief that
Caribbean's declining operating performance in the past year
such as sluggish same store sales and deteriorating cash flow
generation will likely persist in the intermediate term,
resulting in weaker credit metrics that are more commensurate
with a Caa1 rating category.  Moody's expects that the key
contributing factors to the company's underperformance, such as
recessionary economic conditions in Puerto Rico, a high
inflationary environment and the ever-intensified competitions
among quick service restaurants on the island, are likely to
remain over the next 12-18 months, thus keeping the company from
improving its performance and credit metrics within the rating
horizon.  The Caa1 CFR also incorporates Caribbean Restaurants'
imminent refunding pressures as the existing credit facilities
will expire within one year.  In addition, the financial
covenant cushion under its current credit agreement could become
tight again later this year, potentially limiting access to its
external source of liquidity.  Given its current operating trend
and tightening of the covenant level in the next 12 months,
Moody's anticipates that Caribbean will face mounting pressures
in meeting these covenants.  In addition, the higher capital
expenditure budget in FY2009, which Moody's views somewhat
aggressive, could further constrain the company's already weak
cash flow.  The Caa1 CFR continues to incorporate the strong
name recognition and leading position of Burger King brand in
the Puerto Rico QSR segment, a seasoned management team and the
company's exclusive development agreement within Puerto Rico,
offset by its geographic concentration and limited scale and
revenue base.

The B2 rating on the senior secured credit facilities reflects
the facilities' perfected first lien priority security interest
in substantially all the assets of the company as well as
guarantee provided by its parent and subsidiaries.  The B2
rating on the facilities benefits from their priority position
in the capital structure relative to its substantial junior debt
obligation such as US$73.5 million subordinated notes, lease
obligation and trade payables.

The stable outlook incorporates Moody's view that the
operational performance could further deteriorate in the near to
medium term.  That said, Caribbean Restaurants' leading market
position in the QSR segment in Puerto Rico combined with the
management's extensive experience in operating in a recessionary
environment, should help the company stabilize its operating
performance.  The outlook also anticipates that the company will
maintain adequate liquidity such as a full access to its
revolving credit facility.  The rating could be under downward
pressure if the company's operating and financial metrics were
to experience further erosion and its liquidity were to
deteriorate, including negative free cash flow for an extended
period.

The rating action is as follows:

Caribbean Restaurants, LLC

Ratings downgraded:

* Corporate Family Rating -- to Caa1 from B3

* Probability of Default Rating -- to Caa1 from B3

* US$210 million senior secured credit facilities due July 2009
   -- to B2 (LGD3, 32%) from B1(LGD3, 32%)

Rating outlook: stable

                   About Caribbean Restaurants

Based in San Juan, Puerto Rico, Caribbean Restaurants, LLC,
through an exclusive territorial development agreement with
Burger King Corporation, is the sole franchisee of Burger King
restaurants in Puerto Rico with approximately 172 units as of
fiscal year-end April 30, 2008.


MMM HOLDINGS: Moody's Upgrades Senior Debt Rating to B3
-------------------------------------------------------
Moody's Investors Service has upgraded the senior debt ratings
of MMM Holdings, Inc., NAMM Holdings, Inc., and Preferred Health
Management Corporation to B3 from Caa1 following the
announcement that the company has renegotiated the terms of its
credit facility.  The rating agency also upgraded MMM's
corporate family rating to B3 from Caa1 and the insurance
financial strength ratings of MMM Healthcare and PrimeCare
Medical Network to Ba3 from B1.  The outlook on the ratings is
stable.

This rating action concludes the review that was announced on
June 17, 2008 when Moody's placed the ratings under review with
direction uncertain.  At that time, the rating agency indicated
that the focus of its review would be the progress and/or terms
of any renegotiation of the credit facility, as well as, the
sustainability of recent earnings improvement and membership
growth.

According to the rating agency, the terms of the amendment and
waiver to MMM's credit agreement include the immediate
prepayment of US$50 million of debt, the amendment of certain
financial covenants, and the lenders waiving compliance by MMM
of all past defaults related to violation of covenants.

Previously, Moody's stated that although the company was in
compliance with all financial covenants entering 2008, the
combination of the decline in medical membership experienced
during 2007, the lower than expected debt amortization that
occurred in 2007, and the tight Debt to EBITDA covenant limit in
2008 would make it difficult for MMM to be in compliance with
this covenant by the end of 2008.  Moody's commented that the
newly negotiated terms and the US$50 million prepayment have
significantly lessened this threat.  Moody's also noted that
although the new terms of the credit agreement require MMM to
incur greater interest expense and pay an amendment fee, these
were not considered onerous.

The rating agency noted that MMM's financial results through May
2008 indicate that the company continues to make progress in
addressing the high medical utilization and costs in its Puerto
Rico operations.  In particular, MMM has reversed the membership
decline it experienced in 2007 with membership gains during the
first five months of 2008.  The company has also improved its
operating results to historical norms, with medical loss ratios
at or below 82%.  According to Moody's, although the company was
in technical default of some of the financial covenants during
2007, the company continued to make all required principal and
interest payments, including an excess principal payment of
approximately US$20 million made on March 28, 2008.

Moody's said that if MMM maintains net income margins above 3%,
demonstrates net membership growth into 2009, maintains debt to
EBIT below 3 times and EBIT interest coverage above 4 times, and
is able to improve its risk based capital on a sustained basis
of at least 100% CAL, then the ratings may be upgraded.
However, if there is deterioration in MMM's liquidity profile, a
membership loss of 25% or more, if debt to EBIT increases above
4 times or if there is a breach in any of the financial
covenants in its credit agreement, then the ratings will be
downgraded.

The following ratings were upgraded with a stable outlook:

* MMM Holdings, Inc. -- senior secured debt rating to B3 from
  Caa1; corporate family rating to B3 from Caa1;

* NAMM Holdings, Inc. -- senior secured debt rating to B3 from
  Caa1;

* Preferred Health Management Corporation -- senior secured debt
  rating to B3 from Caa1;

* MMM Healthcare, Inc. -- insurance financial strength rating to
  Ba3 from B1;

* PrimeCare Medical Network, Inc. -- insurance financial
  strength rating to Ba3 from B1.

MMM Healthcare offers Medicare Advantage products exclusively to
eligible participants in Puerto Rico.  NAMM is a medical
management company that operates in California and Illinois.
Its regulated operating subsidiary, PrimeCare Medical Network,
Inc., consists of 10 owned IPAs in Southern California that
contract with major health care benefit companies on a capitated
basis to provide medical care to commercial and Medicare
members.

                      About Aveta, Inc.

Aveta, Inc., the parent company of MMM, PHMC and NAMM, is a
privately-owned company incorporated in Delaware and
headquartered in Fort Lee, New Jersey.  As of March 31, 2008,
Aveta (as Aveta Holdings, LLC) reported stockholders' equity of
(US$12) million and approximately 197,500 Medicare members.  For
the first three months of 2008, total revenues were
US$485 million.

                   About MMM Holdings

MMM Holdings Inc., through it two main operating subsidiaries
MMM Healthcare and Preferred Medical Choice, Inc., is the
largest provider of Medicare Advantage products in Puerto Rico,
with over 200,000 members as of Sept. 30, 2006.  MMM Healthcare
and Preferred Medical service in excess of 60% of the Medicare
Advantage enrolled population in Puerto Rico and account for
approximately 80% of Aveta's operating earnings.


R&G FINANCIAL: Final Hearing For Proposed Settlement Is Sept. 16
----------------------------------------------------------------
R&G Financial Corporation reported that a final settlement
hearing has been set in the U.S. District Court for the Southern
District of New York for approval of the company's proposed
settlements of the shareholder class action and shareholder
derivative litigation filed against the company in 2005.  The
company previously announced the class action and derivative
settlements on March 3, 2008.

The settlement hearing will take place on Sept. 16, 2008, at
3:00 p.m. at the United States District Court for the Southern
District of New York, 500 Pearl Street, Courtroom 14C, New York,
New York.

Persons interested in receiving a copy by mail of the Notice of
Proposed Settlement of Stockholder Derivative Action and
Settlement Hearing issued by the company may contact the
settlement administrator at:

    In re R&G Financial Corporation Derivative Litigation
    c/o Heffler, Radetich & Saitta LLP
    P.O. Box 1200
    Philadelphia, PA 19105-1200.
    Telephone: 215-665-1191

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  At June 30, 2006, the company operated 37 bank branches
in Puerto Rico, 36 bank branches in the Orlando, Tampa/St.
Petersburg and Jacksonville, Florida and Augusta, Georgia
markets, and 44 mortgage offices in Puerto Rico.

                       *       *      *

As reported in the Troubled Company Reporter-Latin America on
July 18, 2008, R&G Financial Corporation reported that its
wholly-owned Puerto Rican mortgage subsidiary, R&G Mortgage
Corporation and R-G Premier Bank, and its wholly-owned chartered
commercial bank, R-G Premier Bank, have received notices from
the Federal Home Loan Mortgage Corporation of immediate
termination of their respective eligibility to sell mortgages to
and service mortgages for Federal Home.  Federal Home indicated
that it has taken these actions due to its concerns regarding
the entities' ability to continue to act as servicer and to meet
their obligations to Federal Home, among other reasons.


TRADEWINDS AIRLINES: Files for Bankruptcy in Florida
----------------------------------------------------
TradeWinds Airlines Inc. has filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code, before the U.S.
Bankruptcy Court for the Southern District of Florida in Miami,
due to rising fuel, maintenance costs, and declining demand,
various sources report.

The company listed assets of between US$1 million and
US$10 million  and debts of between US$10 million and
US$50 million, the reports say.

“[The company is] suffering from the same macro-economic
problems as other airlines, including the cost of fuel and
demand going down,” a person familiar with the matter said.
“[It] is actually looking at several different strategies for
reorganization.  It's our intention to identify a bankruptcy
exit strategy within the next 60 days,” this person relates.

According to Bloomberg News, other airlines who filed for
bankruptcy earlier this year includes:

   -- Aloha Airgroup Inc.;
   -- ATA Airlines Inc.;
   -- Skybus Airlines Inc.;
   -- Frontier Airlines Holdings Inc.; and
   -- Eos Airlines Inc.

“[The company] faced the perfect storm of adverse market
conditions,” Bloomberg quoted Jeff Conry, chief executive
officer of TradeWinds, as saying.  “Fuel costs were at an all-
time high, capital and maintenance expenditures continued to
increase, and liquidity remained impaired.”

TradeWinds Airlines, which is 77% owned by Watkins Aviation LLC,
has at least US$30 million in secured debt, Bloomberg notes.
The company owes approximately US$5.6 million in claims to its
unsecured creditors, the report adds.

TradeWinds Airlines told the Court that it intends to reject
five leased 747s aircrafts of Boeing Co. that would save the
company roughly US$1.7 million per month, Bloomberg says.

Scott Baena, Esq., of Bilzin Sumberg in Miami, represents the
company.

Reuters' Bill Berkrot reports that TradeWinds Airlines sued
George Soros on June 30, 2008, seeking to recover
US$54.9 million judgment against C-S Aviation Services Inc.,
which is controlled by his business partner, Pernendu
Chatterjee.  The suit asserted that C-S Aviation was grossly
undercapitalized for the purpose of defrauding potential
judgment creditors, Mr. Berkrot says.

                     About TradeWinds Airlines

Headquartered at the Triad International Airport in Greensboro,
North Carolina, TradeWinds Airlines LLC --
http://www.tradewinds-airlines.com/-- operates A300-B4F
freighter aircraft for domestic and foreign customers.  The
company has operations at Miami International Airport and in
Puerto Rico.


TRADEWINDS AIRLINES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: TradeWinds Airlines, Inc.
        5500 Northwest 36th Street, Room 586
        Miami, FL 33122

Bankruptcy Case No.: 08-20394

Related Information: Jeffrey Conry, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 25, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Scott L Baena, Esq.
                  200 South Biscayne Boulevard 2500
                  Miami, FL 33131
                  Tel: (305) 350-2403
                  (sbaena@bilzin.com)

Estimated Assets: US$1 million to US$10 million

Estimated Debts: US$10 million to US$50 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/fasb08-20394.pdf



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

PETROLEOS DE VENEZUELA: Delays Project With Enarsa
--------------------------------------------------
El Universal reports that Petroleos de Venezuela SA has
postponed its planned joint venture with Argentine energy firm
Enarsa.

According to El Universal, Petroleos de Venezuela and Enarsa had
planned to set up a joint network of 600 gas stations all over
Argentina.  According to reports in Buenos Aires, two outlets of
the joint venture will be transferred to Petroleos de Venezuela.

El Universal relates that Venezuelan President Hugo Chavez
disclosed plans of launching the outlets with a US$1.5 billion
investment in 2005.

The project was postponed due to different views and ways of
management and low profitability of fuels in Argentina, news
daily Critica states, citing sources from Enarsa.

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

                        *     *     *

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

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

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


* PricewaterhouseCoopers Eyes Hard Times for Bermudan Insurers
--------------------------------------------------------------
PricewaterhouseCoopers expects Bermudan insurers to face a
difficult road ahead.  According to the latest Bermuda market
survey by PricewaterhouseCoopers, hitting targets in a soft
cycle is a huge challenge for CEOs but the emergence of a series
of other less-anticipated dislocations in the form of the credit
crisis, higher inflation, and a global business slowdown is
making this phase of business very hard.

The biennial survey asked Bermuda industry CEOs to update the
top five issues on their agendas in 2008.  With a downturn in
the underwriting cycle and unpredictable economic conditions,
the environment is very different to 2007.

Caroline Foulger, partner at PricewaterhouseCoopers, said, “Two
years on from our last survey, the future road for reinsurers is
much less certain.  A sustained soft market, fall-out spreading
from the credit crunch and increasing competition for available
talent are just a few of the challenges they expect.  Companies
are actively looking beyond their 2006 and 2007 business
franchises to remove the current pressure from share price and
sustain underlying shareholder value.”

Number one in the top five issues revealed in the survey is
cycle management and underwriting discipline, which has taken on
added significance in the softer rating environment of 2008.  In
2007, Bermuda companies endeavoured to preserve the top line
ahead of the cycle turn; this year the emphasis is on rate
adequacy.  Although CEOs broadly agree that the downturn will be
no more severe than in previous cycles, they generally expect
the market to show year on year premium rate cuts until 2010,
across all business classes.

Second in the poll is new markets.  Diversifying product lines
has moved up the CEO agenda, partly as a response to the market
entering a new, softer phase.  The Class of 2005 'start-ups' are
moving beyond their original products as their business models
evolve.

Number three of the top five issues is managing the effects of
turbulence in the financial markets.  Few companies have escaped
the sub-prime crisis totally unscathed and the unprecedented
events, coupled with the ensuing credit crunch, clearly
concerned CEOs.

New geographical markets ranked fourth.  The desire for
increasing diversification is reflected in CEOs pushing new
geographical markets higher up the agenda.  Bermuda companies
have newly entered markets from the UK to the US, Continental
Europe to Asia as they look for growth in a softening market.
In particular, after much market focus on inversions from London
to Bermuda, a market trend has developed, particularly in
respect of the Class of 2005 reinsurers, to establish insurance
presence within Lloyd's.  Companies with previously established
insurance and reinsurance units are looking further afield.

Number five of the top five issues is effective monitoring of
aggregations of exposure.  The issue dropped in importance among
CEOs in 2008 compared to 2006, suggesting that companies feel
that they have addressed many of the issues exposed by
hurricanes Katrina, Rita, and Wilma.  Certainly, most companies
consider that they improved their expertise in this area with
better tools and the newer start-ups have been investing heavily
in model science.  The perceived improvements to these models
can only be truly assessed in the event of a large catastrophe.

The survey highlighted other issues challenging CEOs in 2008,
including effective investment management and performance, and
capital management and allocation.

Commenting on the London Market, Andrew Kail, UK insurance
leader at PricewaterhouseCoopers LLP said, “There is no doubt
that within the London Market, companies are facing very similar
challenges to those highlighted in our Bermuda market survey.
Some commentators are reporting that underwriting returns
continue to remain attractive in certain sectors but focus is
swiftly switching towards managing the cycle and delivering a
soft landing.  There is no escaping the challenges of the
investment and credit markets, and reduced investment returns
add to the pressure of delivering disciplined underwriting
performance in the softer cycle.”

Ms. Foulger concluded, “Bermuda companies have an enviable
reputation for adapting to change in uncertain times. But how
they weather a sustained soft market in a time of world economic
instability and slowdown will be interesting to see.”


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/



                            ***********

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.  Marie Therese Profetana, 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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