TCRLA_Public/080801.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

             Friday, August 1, 2008, Vol. 9, No. 152

                            Headlines


A R G E N T I N A

COMPANIA LATINOAMERICANA: S&P Withdraws B- Rtg. on US$20MM Bonds
FREESCALE SEMICONDUCTOR: Posts US$184M Net Loss in 2008 2nd Qtr.
SCO GROUP: Ordered to Return US$2.55 Mil. in Royalties to Novell


B E R M U D A

ASPEN INSURANCE: Net Income Rises to US$126.9MM in Second Qtr.
CATALINA HOLDINGS: Proofs of Claim Filing Deadline Is Aug. 29
GRAND GLOBAL: Proofs of Claim Filing Deadline Is Aug. 15
GRAND GLOBAL: Sets Final Shareholders Meeting for Aug. 31
INTERNATIONAL INTERMODAL: Proofs of Claim Filing Is Until Aug. 8

INTERNATIONAL INTERMODAL: Final Shareholders Meeting on Sept. 4
S.D. CORP: Proofs of Claim Filing Deadline Is Aug. 25
S.D. CORP: Sets Final Shareholders Meeting for Aug. 29
SECURITY CAPITAL: Moody's Puts Ratings Under Review; May Cut
SECURITY CAPITAL: Fitch Junks Ratings After Adverse CDO Losses

XL CAPITAL: Eyes Cutting 47 Jobs in Bermuda; 165 Jobs Globally


B R A Z I L

BRASIL TELECOM: Anatel to Complete Rule-Change Proposals
CAIXA ECONOMICA: To Provide Surveillance Cameras for Firm
FORD MOTORS: Raising Lease Prices on Trucks and SUVs on August 1
GENERAL MOTORS: To Keep Automotive Lease Incentives in August
GOL LINHAS: Wants ANAC to Approve VRG & GTA Reorganization

GOL LINHAS: Zacks Investment Keeps Hold Recommendation for Firm
SHARPER IMAGE: CFO Rebecca Roedell, Counsel James Sander Resign
SHARPER IMAGE: U.S. Trustee Objects to Employment of DJM/Hilco
TAM SA: Unit to Adopt Management Model, Lays off 120 Employees
TELE NORTE: Anatel to Complete Rule-Change Proposals for Merger


C A Y M A N  I S L A N D S

HORNET FUND: Deadline for Proofs of Claim Filing Is Aug. 5
HORNET FUND: Will Hold Final Shareholders Meeting on Aug. 5
RESOLUTION WORLD: Proofs of Claim Filing Deadline Is Aug. 4


C O L O M B I A

GRAN TIERRA: Gives Mid-Year Update on Costayaco Field, Colombia
SOLUTIA INC: Incurs US$16 Mil. Net Loss in Quarter Ended June 30
SOLUTIA INC: ITC Probes Firms for Infringement of Flexys Patent
SOLUTIA INC: Registers 600 Million Stock and Debt Securities
SOLUTIA INC: Uncertainty Looms at Nylon Biz; Exploring Options


C O S T A  R I C A

ALCATEL-LUCENT SA: Reports EUR1.1 Billion Net Loss for Q2 2008

* COSTA RICA: S&P Publishes Credit Rating Summary Report

G U A T E M A L A

BANCO G&T: Int'l Finance Makes US$70MM Equity Investment in Bank


J A M A I C A

AIR JAMAICA: To Name New Chief Executive Officer on August 4
NATIONAL COMMERCIAL: Performance May be Weaker in Periods Ahead

* JAMAICA: Total Debt Remains at Above US$1,000,000,000


M E X I C O

BHM TECHNOLOGIES: Court Approves Gordon Brothers as Appraisers
BHM TECHNOLOGIES: Court Approves Gaiatech as Environ. Advisors
CLEAR CHANNEL: Completes US$24 Billion Merger Deal With CC Media
CLEAR CHANNEL: US$639 Million Senior Notes Tender Offer Expires
CLEAR CHANNEL: Moody's Downgrades Sr. Unsec. Notes to Caa1

DURA AUTOMOTIVE: Lawrence Denton to Step Down as President & CEO
DURA AUTOMOTIVE: Names Tim Leuliette as President and CEO
DURA AUTOMOTIVE: Names S. Gilbert as Board of Directors Chairman
DURA AUTOMOTIVE: Pacificor LLC Reports 31.3% Equity Stake
FIAT SPA: Fiat Group Inks Auto Financing Deal With Jaguar

FRONTIER AIRLINES: Denver Workers to Bear Brunt of 606 Job Cuts
FRONTIER AIRLINES: Amends Aircraft Sale Deal With VTB Leasing
GROUP GICSA: Moody's Puts B1 Global Local Currency Issuer Rating
HIPOTECARIA SU: Moody's Reviews Ba3 Rating For Possible Upgrade
MAXCOM TELECOM: Reserves US$250 Million for Future Investment

PORTOLA PACKAGING: Restructuring Plan Cues S&P's Default Ratings
SEMGROUP LP: Liquidity Issues Cue SEC's Probe on SemGroup Energy
SEMGROUP LP: BofA Sues Co-Founder Tom Kivisto Over US$15MM Loan
SEMGROUP LP: May Hire Kurtzman Carson as Claims and Notice Agent
SEMGROUP LP: Bominflot Wants Stay Lifted to Pursue Payment

SEMGROUP LP: JMA Energy Seeks US$3.4MM Payment on Purchased Oil


P U E R T O  R I C O

CENTENNIAL COMM: Reports US$25 Mln Net Income in 2008 Fiscal Yr.
JETBLUE AIRWAYS: Posts US$7.0 Million Net Loss in Second Quarter
ORIENTAL FINANCIAL: Earns US$14.4 Mil. in Quarter Ended June 30


S U R I N A M E

BURGER KING: Launches Restaurant in Suriname


T R I N I D A D  &  T O B A G O

HINDU CREDIT: President Regrets Not Liquidating Firm Earlier


V E N E Z U E L A

CHRYSLER LLC: Fitch Junks Rating on Retail Financing Restriction
CITGO PETROLEUM: Will Start Selling Coffee in the US
PETROLEOS DE VENEZUELA: To Boost Output to 3.6MM Barrels Per Day
PETROLEOS DE VENEZUELA: To Dig 12 Hydrocarbons Blocks in Bolivia


                         - - - - -


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

COMPANIA LATINOAMERICANA: S&P Withdraws B- Rtg. on US$20MM Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B-' senior
unsecured debt rating on Compania Latinoamericana De
Infraestructura & Servicios S.A.'s (Clisa; B-/Stable/--)
US$20 million, two-year notes at the company's request, due to
adverse conditions in the international markets.  S&P expects
the company to use part of its cash position to reduce short-
term debt and obtain alternative funding sources to avoid
potential liquidity constraints.

Based in Buenos Aires, Argentina, Compania Latinoamericana de
Infraestructura & Servicios S.A. (Clisa) is a holding company
and is devoted to the construction, waste management, water
services, and mass transportation segments (through its
concession to operate the subway system in Buenos Aires).  The
company also participates in the toll roads business through
subsidiaries that are registered at equity value.  Roggio SA
owns 97.53% of the company.


FREESCALE SEMICONDUCTOR: Posts US$184M Net Loss in 2008 2nd Qtr.
----------------------------------------------------------------
Freescale Semiconductor Inc. reported a net loss of
US$184.0 million for the second quarter ended June 27, 2008,
compared with a net loss of US$288.0 million in the
corresponding period in 2007.

Net sales for the second quarter of 2008 were US$1.5 billion,
compared to US$1.4 billion in the second quarter of 2007.  
Higher net sales were driven by a 41% increase in Cellular
Product net sales and 19% in Networking and Multimedia net
sales, partially offset by lower sales related to decreasing
production in the U.S. automotive industry.  

The company reported an operating loss of US$137.0 million for
the second quarter of 2008, compared to an operating loss of
US$268 million during the second quarter of 2007.

Excluding reorganization of business charges and non-cash
purchase accounting expenses of US$371.0 million in the second
quarter of 2008, and US$427.0 million in the second quarter of
2007 related to the company's acquisition by a private equity
consortium in December 2006, operating earnings were
US$234.0 million during the second quarter of 2008, compared to
operating earnings of US$159.0 million during the second quarter
of 2007.

                        Six Months Results

Net sales were US$2.9 billion in the first half of 2008 compared
to US$2.7 billion in the first half of 2007.  Higher net sales
were driven primarily by a 29% increase in Cellular Product net
sales, and 8% in Networking and Multimedia net sales partially
offset by lower sales related to decreasing production in the
U.S. automotive industry.

The company had a net loss of US$429.0 million in the first half
of 2008 compared to a net loss of US$827.0 million in the first
half of 2007.

                 Liquidity and Capital Resources

Cash, cash equivalents and short-term investments were
US$1.2 billion at June 27, 2008, compared to US$751.0 million at
Dec. 31, 2007.  Of the US$1.2 billion of cash and cash
equivalents and short-term investments held at June 27, 2008,
US$173.0 million was held by the company's U.S. subsidiaries and
approximately US$1.0 billion was held by the company's foreign
subsidiaries.

Capital expenditures were US$159.0 million for the first six
months of 2008, compared with US$164.0 million in the same
period of 2007.

Net cash used for financing activities was US$95.0 million and
US$22.0 million for the first half of 2008 and 2007,
respectively.  During the first half of 2008, the company
utilized US$67.0 million to repurchase a portion of its
outstanding Senior Subordinated Notes, Fixed Rate Notes and
Floating Rate Notes, and US$28.0 million to make additional
long-term debt and capital lease payments.  Cash used for
financing activities during the first quarter of 2007 primarily
consisted of long-term debt and capital lease payments.

At June 27, 2008, the company had a senior secured credit
facility that included (i) a US$3.5 billion term loan, including
letters of credit and swing line loan sub-facilities ("Term
Loan"), and (ii) a revolving credit facility with a committed
capacity of US$750.0 million.  The Term Loan will mature on
Dec. 1, 2013.  The Revolver will be available through Dec. 1,
2012, at which time all outstanding principal amounts under the
Revolver will be due and payable.

At June 27, 2008, approximately US$3.4 billion was outstanding
under the Term Loan, and there were no borrowings outstanding
under the Revolver.  The company had US$18.0 million in letters
of credit outstanding under the Revolver at June 27, 2008.

The company had an aggregate principal amount of approximately
US$5.8 billion in senior notes outstanding at June 27, 2008,
consisting of (i) US$492.0 million of floating rate notes
maturing in 2014, (ii) US$1.5 billion of 9.125% / 9.875% PIK-
election notes maturing in 2014 ("Toggle Notes"), (iii)
approximately US$2.3 billion of 8.875% notes maturing in 2014,
and (iv) approximately US$1.5 billion of 10.125% senior
subordinated notes maturing in 2016.

                          Balance Sheet

At June 27, 2008, the company's consolidated balance sheet
showed US$14.7 billion in total assets, US$11.9 billion in total
liabilities, and US$2.8 billion in total stockholders' equity.

The company's consolidated balance sheet at June 27, 2008, also
showed strained liquidity with US$3.1 billion in total current
assets available to pay US$9.3 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 27, 2008, are available
for free at http://researcharchives.com/t/s?302d

                  About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE:FSL) -- http://www.freescale.com/-- designs and      
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.  It has
three business groups: transportation and standard products
group, networking and computing systems group, and wireless and
mobile solutions group.  In December 2006, the company completed
its merger with an entity controlled by a consortium of private
equity funds led by The Blackstone Group, including The Carlyle
Group, funds advised by Permira Advisers LLC and Texas Pacific
Group.

In Latin America, the company has operations in Argentina,
Brazil and Mexico.  In Europe, the company has operations in
Czech Republic, France, Germany, Ireland, Italy, Romania, Turkey
and the United Kingdom.  Freescale is one of the world's largest
semiconductor companies with 2007 sales of US$5.7 billion.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Fitch Ratings revised the rating outlook on
Freescale Semiconductor Inc. to negative from stable and
affirmed these ratings: (i) issuer default rating at 'B+'; (ii)
senior secured bank revolving credit facility at 'BB+/RR1';
(iii) senior secured term loan at 'BB+/RR1'; (iv) senior
unsecured notes at 'B/RR5'; and (v) senior subordinated notes at
'CCC+/RR6'.


SCO GROUP: Ordered to Return US$2.55 Mil. in Royalties to Novell
----------------------------------------------------------------
U.S. District Judge Dale Kimball in Salt Lake City ordered SCO
Group Inc. to turn over to Novell Inc. some US$2.55 million in
royalties from a licensing agreement with Sun Microsystems Inc.,
Susan Decker and Steven Church of Bloomberg News report.

The court ruled that SCO wasn't authorized to enter into the
licensing agreement with Sun Microsystems, the report said.  
Judge Kimball rejected other royalty claims by Novell over a
Microsoft Corp. contract, according to the report.  

Novell originally asked for more than US$20 million, SCO said,
according to the Bloomberg report.

                 Background to the Novell Suit

The TCR - Intellectual Property Dispute reported on April 4,
2008, that the U.S. District Court for the District of Utah was
set to commence trial on April 28, 2008 in The SCO Group Inc.'s
copyright infringement suit against Novell Inc.

On Jan. 20, 2004, SCO filed suit against the Company in the
Third Judicial District Court of Salt Lake County, State of
Utah.  The company later removed the action to the Utah District
Court.  SCO's original complaint alleged that the company's
public statements and filings regarding the ownership of the
copyrights in UNIX and UnixWare have harmed SCO's business
reputation and affected its efforts to protect its ownership
interest in UNIX and UnixWare.

The Utah District Court dismissed the original complaint, but
allowed SCO to file an amended complaint, which SCO did on
July 9, 2004.  On July 29, 2005, the company filed an answer to
the amended complaint alleging slander of title and breach of
contract, and seeking declaratory actions and actual, special
and punitive damages.

On Feb. 3, 2006, SCO filed a second amended complaint alleging
violation of the non-competition provisions of the agreement
under which the company sold its Unix business to SCO, failure
to transfer all of the Unix business, copyright infringement,
and unfair competition.  SCO seeks to require Novell to assign
all copyrights that it has registered in UNIX and UnixWare to
SCO, to prevent it from representing that it has any ownership
interest in the UNIX and UnixWare copyrights, to require it to
withdraw all representations made regarding its ownership of the
UNIX and UnixWare copyrights, and to cause it to pay actual,
special and punitive damages in an amount to be proven at trial.

On March 10, 2006, the company moved to stay the case pending
the outcome of arbitration between the Company and SuSE Linux
GmbH in the International Court of Arbitration in France.  On
Aug. 21, 2006, the District Court ordered that claims related to
the SuSE arbitration should be stayed but the case should
proceed with the rest of the claims.

The company has also moved for summary judgment asking the
District Court to rule that:

     (1) it retained the UNIX and UnixWare copyrights;

     (2. SCO has not met its burden of establishing special
         damages on its slander of title claim;

     (3) the company retained broad rights to waive SCO's
         contract claims against International Business Machines
         Corp., and;

     (4) the portion of SCO's contract and unfair competition
         claims based on non-competition provisions should not
         proceed to a jury trial.

SCO has filed its own motions for summary judgment seeking a
ruling that it owns the UNIX and UnixWare copyrights, and that
the company's retained rights are much narrower than claimed.  
The District Court heard the foregoing motions on May 31, 2007
and June 4, 2007, and took all motions under advisement.
(Intellectual Property Reporter, July 9, 2007)

On Aug. 10, 2007, the District Court granted summary judgment
determining that the company owns the UNIX copyrights.  The
District Court also ruled that the company is entitled to
certain royalties SCO received from Sun Microsystems Inc. and
Microsoft Corp. through their licenses.

The Debtors' chapter 11 petition filing on Sept. 14, 2007,
automatically stayed the action in the Utah Court.  On Oct. 4,
2007, the company moved to lift the automatic stay of the suit.
(Intellectual Property Reporter, Oct. 11, 2007)

The Bankruptcy Court allowed the company to proceed with the
trial for the purpose of determining how much is owed to the
company from the license royalties.  Judge Kimball ruled in
favor of Novell on July 16.

The civil case is SCO Group Inc. v. Novell Inc., 04cv139,
U.S. District Court for the District of Utah (Salt Lake City).

                    Exclusive Filing Extensions

The Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware extended the period at which The S.C.O.
Group Inc. and S.C.O. Operations Inc. can exclusively file their
chapter 11 plan through Aug. 11, 2008.

The Debtors' exclusive period for soliciting acceptances of the
plan was also extended through Oct. 13, 2008.

The Debtors believe that cause exists to have their deadlines
extended, because, among other things, the ruling of the
District Court of Utah will resolve a substantial unresolved
contingency, regarding the amount, if any, of the Debtors'
liability to Novell, Inc.  The ruling will, therefore, help all
parties complete the final negotiations and documentation for
their deal.

The Deal reports that the Debtors' needed time to discuss and
formulate an investment scheme with Stephen Norris & Co. Capital
Partners LLP, a privately held equity firm.

                           About Novell

Based in Waltham, Mass., Novell Inc. (NASDAQ: NOVL) --
http://www.novell.com/-- develops, implements, and supports  
mixed source and open source software for use in business
solutions.  Its business units segments include: Open Platform
Solutions, Identity and Security Management, Systems and
Resource Management, and Workgroup.  Pursuant to an agreement
and plan of merger, dated Aug. 1, 2007, Novell acquired 100% of
Senforce Technologies, Inc. In March 2008, the company completed
the acquisition of PlateSpin Ltd.

                      About The S.C.O. Group

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc. -- http://www.sco.com/--    
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors
in their restructuring efforts.  James O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.  
The United States Trustee failed to form an Official Committee
of Unsecured Creditors in these cases due to insufficient
response from creditors.  The Debtors' schedules showed total
assets of US$9,549,519 and total liabilities of US$3,018,489.



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

ASPEN INSURANCE: Net Income Rises to US$126.9MM in Second Qtr.
--------------------------------------------------------------
Aspen Insurance Holdings Limited reported net income for the
second quarter of 2008 of US$126.9 million, an increase of 10.6%
over the same quarter last year.  This compared to net income of
US$114.7 million for the same period of 2007.

Chris O'Kane, Chief Executive Officer, said, “Aspen had a strong
quarter and delivered results ahead of our expectations
including net income of $126.9 million, operating ROE of 21.2%,
EPS of $1.44 and a combined ratio of 78.2%. Our solid
underwriting performance demonstrates our well diversified
portfolio and stringent risk selection criteria.”

Second Quarter 2008 Operating Highlights:

   -- Second quarter combined ratio of 78.2% reflects Aspen’s
      benign catastrophe loss experience against a backdrop of
      significant industry losses in the U.S. Midwest.

   -- Commenced writing business in our new Lloyd’s syndicate,
      Syndicate 4711.

   -- Repurchased US$100 million ordinary shares under our share
      repurchase program.

   -- Launch of our Singapore branch at the end of June.

   -- US$40 million favorable prior year claims development for
      the quarter across all segments.

   -- Improving performance from our U.S. insurance business.

   -- Book value per share of US$29.84 increased from US$24.44 a
      year ago, up 22.1%.

   -- Eleventh consecutive quarterly increase in book value per
      share, up 2.1% in the quarter.

                        Outlook for 2008

The company expects that for the remainder of 2008 pricing will
continue to soften in most lines.  Total gross written premium
levels will remain within the original guidance of
US$1.8 billion +/- 5%.  Volatility in the capital and equity
markets is expected to continue throughout the remainder of the
year and, as a result, guidance for investment income has been
revised to a range of US$230 million to US$265 million, with
fixed income and short-term investments expected to contribute
US$230 million to US$245 million and funds of hedge funds are
expected to contribute less than US$20 million.  The assumed cat
load has also been revised to US$115 million for the full year,
reflecting experience of the half year.  Estimated return on
average equity is unchanged in the range of 13.0% to 16.0% for
2008, assuming normal loss experience for the remainder of the
year.

                      About Aspen Insurance

Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings
Limited (NYSE: AHL) -- http://www.aspen.bm-- conducts insurance   
and reinsurance business through its wholly owned subsidiaries
in various domestic and global markets including Bermuda,
France, Ireland, the United States, the United Kingdom, and
Switzerland.  As of year ended Dec. 31, 2007, the company wrote
US$1,818.5 million in gross premiums.

                           *     *     *

Aspen Insurance Holdings Limited still carries Moody's Investors
Services 'Ba1' Preferred Stock rating with a stable outlook
assigned on Dec. 21, 2005.


CATALINA HOLDINGS: Proofs of Claim Filing Deadline Is Aug. 29
-------------------------------------------------------------
Catalina Holdings Ltd.'s creditors are given until
Aug. 29, 2008, to prove their claims to Peter C.B. Mitchell and
Nigel J.S. Chatterjee, the company's liquidators, or be excluded
from receiving any distribution or payment.

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

Catalina Holdings' shareholders agreed on July 22, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidators can be reached at:

        Peter C.B. Mitchell and Nigel J.S. Chatterjee
        PricewaterhouseCoopers Advisory Limited
        P.O. Box HM 1171
        Hamilton, HM EX, Bermuda


GRAND GLOBAL: Proofs of Claim Filing Deadline Is Aug. 15
--------------------------------------------------------
Grand Global Insurance Ltd.'s creditors are given until
Aug. 15, 2008, to prove their claims to Robin J. Mayor, 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.

Grand Global's shareholders agreed on July 30, 2008, to place
the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Robin J. Mayor
        Messrs. Conyers Dill & Pearman
        Clarendon House, 2 Church Street
        Hamilton, HM 11, Bermuda


GRAND GLOBAL: Sets Final Shareholders Meeting for Aug. 31
---------------------------------------------------------
Grand Global Insurance Ltd. will hold its final general meeting
on Aug. 31, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

  -- passing of a resolution dissolving the
     company.

Grand Global's shareholders agreed on July 30, 2008, to place
the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Robin J. Mayor
        Messrs. Conyers Dill & Pearman
        Clarendon House, 2 Church Street
        Hamilton, HM 11, Bermuda


INTERNATIONAL INTERMODAL: Proofs of Claim Filing Is Until Aug. 8
----------------------------------------------------------------
International Intermodal Express, Ltd.'s creditors are given
until Aug. 8, 2008, to prove their claims to Robin J. Mayor, 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.

International Intermodal's shareholders agreed on July 24, 2008,
to place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Robin J. Mayor
        Messrs. Conyers Dill & Pearman
        Clarendon House, 2 Church Street
        Hamilton, HM 11, Bermuda


INTERNATIONAL INTERMODAL: Final Shareholders Meeting on Sept. 4
---------------------------------------------------------------
International Intermodal Express, Ltd., will hold its final
general meeting on Sept. 4, 2008, at 9:30 a.m. at Messrs.
Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

  -- passing of a resolution dissolving the
     company.

International Intermodal's shareholders agreed on July 24, 2008,
to place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Robin J. Mayor
        Messrs. Conyers Dill & Pearman
        Clarendon House, 2 Church Street
        Hamilton, HM 11, Bermuda


S.D. CORP: Proofs of Claim Filing Deadline Is Aug. 25
-----------------------------------------------------
S.D. Corp Limited's creditors are given until Aug. 25, 2008, to
prove their claims to Nicholas J. Hoskins, 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.

S.D. Corp's shareholders agreed on July 23, 2008, to place the
company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Nicholas J. Hoskins
        Wakefield Quin
        Chancery Hall, 52 Reid Street
        Hamilton, Bermuda


S.D. CORP: Sets Final Shareholders Meeting for Aug. 29
------------------------------------------------------
S.D. Corp Limited will hold its final general meeting on
Aug. 29, 2008, at 12:00 p.m. at Wakefield Quin, Chancery Hall,
52 Reid Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

  -- passing of a resolution dissolving the
     company.

S.D. Corp's shareholders agreed on July 23, 2008, to place the
company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

        Nicholas J. Hoskins
        Wakefield Quin
        Chancery Hall, 52 Reid Street
        Hamilton, Bermuda


SECURITY CAPITAL: Moody's Puts Ratings Under Review; May Cut
------------------------------------------------------------
Moody's Investors Service has placed the B2 insurance financial
strength ratings of XL Capital Assurance Inc., XL Capital
Assurance (U.K.) Limited and XL Financial Assurance Ltd. under
review with direction uncertain.  In the same rating action,
Moody's placed the ratings of Security Capital Assurance Ltd
(NYSE: SCA -- preference shares at Ca) and a related financing
trust on review for possible downgrade.  July 30's rating action
was prompted by SCA's announcement that it has reached an
agreement with XL Capital Ltd. providing for the termination,
elimination or commutation of certain reinsurance, guarantees
and other agreements with XL and its affiliates in return for a
payment by XL of US$1.775 billion in cash and 8 million shares
of XL Class A ordinary shares.  SCA also announced it has
reached an agreement with Merrill Lynch & Co., Inc. for the
termination of eight credit default swaps on ABS CDOs written by
XLCA in return for a US$500 million cash payment to Merrill
Lynch.

Moody's noted that the Master Agreement has been approved by the
New York Insurance Department and the Bermuda Monetary
Authority.  The Merrill Agreement has also been approved by the
New York Insurance Department.  Prior to July 30's rating
action, the rating outlook for SCA and its subsidiaries was
negative.

Moody's ratings on securities that are guaranteed or "wrapped"
by a financial guarantor are generally maintained at a level
equal to the higher of a) the rating of the guarantor (if rated
at the investment grade level), or b) the published underlying
rating.  In accordance with current rating agency policy,
following Moody's June 20, 2008 rating action on XLCA and XLFA
which lowered their ratings to below the investment grade level,
Moody's withdrew ratings on XLCA and XLFA-wrapped securities for
which there was no published underlying rating.  Should the
guarantors' ratings subsequently move back into the investment
grade range or should the agency subsequently publish the
associated underlying rating, Moody's would reinstate previously
withdrawn ratings on those wrapped instruments.

According to Moody's, the review with direction uncertain on the
insurance financial strength ratings of XLCA and XLFA reflects
the significant improvement to SCA's capital adequacy position
and upward pressure on the ratings that would occur following
the successful completion of the aforementioned transactions, as
well as the likelihood of downgrades if the transactions fail to
be completed.  The Master Agreement and Merrill Agreement are
expected to close in early August 2008, and are subject to the
completion of an announced US$2.5 billion capital raise by XL
and other customary closing conditions.  XL announced this
morning that it has priced offerings of its equity and equity
units totaling US$2.5 billion.  If the contemplated transactions
are successfully completed, Moody's will likely change the
rating review from direction uncertain to a review for possible
upgrade.  However, Moody's stated that the insurance financial
strength ratings are likely to remain non-investment grade at
the conclusion of our rating review given the continued
uncertainty with respect to SCA's remaining mortgage-related
exposures and currently impaired franchise.

The review for possible downgrade of SCA's preferred ratings
reflects the potential for the insurance financial strength
ratings to be lowered in the unlikely event that the Master
Agreement and Merrill Agreement fail to close by August 15,
2008, which would have an impact on those ratings due to their
subordinated status relative to policyholder claims.  Upon the
successful closing of the Master Agreement and Merrill
Agreement, Moody's will likely confirm the current ratings on
SCA's preferred securities with a negative outlook.

The rating agency stated that SCA is expected to record
significant reserve charges on its mortgage-related exposures
during 2Q2008, including both second-lien RMBS and ABS CDOs.
This reserving activity will result in both XLCA and XLFA
reporting negative statutory capital at quarter-end.  However,
the transactions contemplated by the Master Agreement and the
Merrill Agreement will, if completed, result in the companies
having positive statutory capital and result in a significant
improvement in their capital adequacy positions, in Moody's
opinion.  In addition, SCA has announced it has commuted its
outbound reinsurance with RAM Reinsurance Company Ltd and a
portion of inbound reinsurance with Financial Security Assurance
Inc. (the remainder of which will be moved from XLFA to XLCA).
SCA has also earmarked US$820 million for the purpose of
commuting, terminating, amending or restructuring existing
agreements with certain CDS bank counterparties who have signed
the Master Agreement.

Moody's stated that the ratings review will focus on:

1) the successful closing of the Master Agreement and the
   Merrill Agreement;
2) the subsequent risk-adjusted capital adequacy position of
   XLCA and XLFA;
3) prospective dividend capacity of the operating companies and
   preferred share dividend policy going forward; and
4) an assessment of SCA's franchise value and future business
   prospects.

With respect to the Merrill Agreement, Moody's noted that the
negotiated settlement has some elements that are typically
associated with a distressed exchange.  Moody's anticipates that
it will further analyze the terms of the Merrill Agreement to
determine whether a distressed exchange has occurred, though any
conclusions reached from this analysis would not have an impact
on the ratings under review.

                   List of Rating Actions

The following ratings have been placed on review with direction
uncertain:

* XL Capital Assurance Inc. -- insurance financial strength at
  B2;

* XL Capital Assurance (U.K.) Limited -- insurance financial
  strength at B2; and

* XL Financial Assurance Ltd -- insurance financial strength at
  B2.

The following ratings have been placed on review for possible
downgrade:

Security Capital Assurance Ltd. -- provisional rating on senior
debt at (P)Caa3, provisional rating on subordinated debt at
(P)Ca and preference shares at Ca; and

Twin Reefs Pass-Through Trust -- contingent capital securities
at Caa2.

Security Capital Assurance Ltd. is a Bermuda-domiciled 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.  SCA has announced that it will formally change
its corporate name to Syncora Holdings Ltd on August 4, 2008.
XLCA and XLFA will be renamed Syncora Guarantee Inc. and Syncora
Guarantee Re Ltd, respectively.


SECURITY CAPITAL: Fitch Junks Ratings After Adverse CDO Losses
--------------------------------------------------------------
Fitch Ratings has downgraded these ratings on Security Capital
Assurance Ltd. and its financial guaranty insurance
subsidiaries:

XL Capital Assurance Inc.
XL Capital Assurance (U.K.) Ltd.
XL Financial Assurance Ltd.
  -- Insurer financial strength to 'CCC' from 'BB'.

Security Capital Assurance Ltd.
  -- Long Term Issuer Rating to 'CCC-' from 'B-';
  -- US$250 million Fixed/Floating Series A Perpetual
     Non-cumulative Preference Shares to 'CCC-' from 'CCC'.

Twin Reefs Pass-Through Trust
  -- US$200 million Pass-Through Trust Securities to 'CCC-' from
     'B'.

Fitch has also placed all ratings on Rating Watch Evolving.

The downgrade of SCA and its financial guaranty subsidiaries
reflect significant adverse loss development in the company's
structured finance collateralized debt obligation and
residential mortgage-backed securities case basis loss reserves
as of June 30, 2008.  As a result, SCA's New York-based
insurance subsidiary, XLCA, will report negative statutory
surplus and SCA's Bermuda-based reinsurance subsidiary, XLFA,
will report negative total statutory capital and surplus as of
June 30, 2008.  Negative statutory capital could result in some
form of regulatory intervention.  If regulatory intervention
were to occur, Fitch would expect to downgrade SCA's IFS ratings
to reflect a 'default' status.

In an effort to address the challenges and shore up the
financial strength of these entities, SCA has announced it has
negotiated settlements with Merrill Lynch & Co., Inc. and XL
Capital Ltd. on July 28, 2008.  While the XL and ML agreements
are expected to close concurrently in early August 2008, Fitch
believes there is material execution risks tied to closing the
agreements.  In addition to customary closing conditions, the
agreements are subject to the successful completion of a public
offering of equity and equity units by XL.  Further, SCA or XL
may choose to terminate their agreement if closing does not
occur by Aug. 15, 2008.

With respect to ML, SCA has stated it has entered into an
agreement with ML and Merrill Lynch International under which
the parties agreed to terminate eight SF CDO transactions
executed as credit default swaps totaling US$3.74 billion in
exchange for a payment from XLCA of US$500 million to MLI.  
Additionally, SCA announced it will receive final payment of
about US$1.9 billion from XL in a settlement to terminate any
exposure XL had to SCA from its facultative reinsurance
contract, excess of loss reinsurance contract and unlimited
guaranty in support of any losses payable on SCA's pre-August
2006 financial guaranty portfolio.

The agreements with ML and XL, if executed, are capital
accretive from the standpoint of SCA.  In addition to proceeds
received from XL, the final payment in settlement of any ML
claims is significantly less than the reserves posted by SCA as
of June 30, 2008.  Therefore, if the ML transaction is
finalized, SCA should be able to release a significant level of
reserves, thereby allowing its statutory capital to return to a
positive value.  Additionally, the ML CDS transactions were
highly capital-intensive under Matrix, Fitch's proprietary
financial guaranty capital model.  If the ML transactions were
to be fully terminated, SCA's simulated modeled losses would
decline significantly.

Partly offsetting the benefits of the XL and ML agreements,
Fitch is currently evaluating the extent to which the
significant decline in the credit quality of SCA's RMBS insured
portfolio during the second quarter of 2008 will increase the
level of claims-paying resources targeted under Matrix for SCA.

The Rating Watch Evolving reflects:

  -- The uncertainty noted above related to execution of the ML
     and XL settlements;

  -- The potential positive implications of enhancements to
     SCA's financial and capital position if the settlement
     agreements are executed, which could cause SCA's ratings to
     be upgraded several rating categories; and

  -- Rating implications tied to Fitch's ultimate viewpoint
     related to the nature of the negotiations surrounding the
     noted settlements and terminations.

Regarding the last point, given the perceived favorable terms of
the ML and XL settlements agreements from SCA's perspective, as
well as SCA's deteriorating financial condition as settlement
negotiations were taking place, Fitch may consider the
settlements as 'distressed' under its ratings methodology.  In
this instance, Fitch would potentially downgrade the existing
IFS rating of XLCA and XLFA to a 'default' status upon execution
of the ML settlements.  This would reflect what Fitch would
effectively view as an economic default on those obligations
similar to a distressed debt exchange.  Immediately following
that action, Fitch would then upgrade the 'post-settlement' IFS
rating for XLCA and XLFA to a level reflective of its future
financial strength, which would improve significantly as a
result of the settlements.  Fitch expects to come to its
conclusion on the nature of the settlements at the time the
settlements are executed.

Any 'post settlement' ratings assessment of SCA would
incorporate not only the improvement in SCA's capital position,
but also Fitch's view of various qualitative factors.  These
would include SCA's franchise value and business outlook, which
appear to be highly uncertain due to the negative implications
from SCA's exposure to mortgage-related credits.

SCA is a Bermuda domiciled holding company whose primary
operating subsidiaries, XLCA and XLFA, provide insurance,
reinsurance, and financial products and services throughout the
United States and internationally.  For March 31, 2008, SCA
reported consolidated GAAP assets of US$3.8 billion and
shareholders equity of approximately US$348 million.  On an
aggregated basis net par outstanding totaled US$155 billion as
of March 31, 2008.  As announced by the company, SCA will
formally change its corporate name to Syncora Holdings Ltd. on
Aug. 4, 2008.  On that date XLCA and XLFA will change their
names to Syncora Guarantee Inc. and Syncora Guarantee Re Ltd.
Respectively.


XL CAPITAL: Eyes Cutting 47 Jobs in Bermuda; 165 Jobs Globally
--------------------------------------------------------------
XL Capital Ltd. will cut 47 jobs, which is about 15% of the 320
workforce in Hamilton, following the company's target to trim
operating costs due to difficult insurance market conditions,
Jonathan Kent of Royal Gazzette reports.

XL’s Chief Executive Officer Michael McGavick told Royal
Gazzette that XL is in the process of ongoing consultation with
workers.  It also aimed to shed about 165 jobs among its roughly
4,000 staff, based in 27 countries, globally.

Citing Mr. McGavick, Royal Gazzette relates that the plan to cut
jobs resulted from:

   * falling rates for the insurance and reinsurance coverage
     that XL sells; and

   * a strategic streamlining of the company's corporate
     infrastructure.

Mr. McGavick disclosed that he could not identify the affected
posts until the consultation process was complete, but he said
workers in certain categories had been told their jobs may be
made redundant, the report states.

Mr. McGavick, as cited by Royal Gazzette, explained that the job
eliminations were not connected to the SCA deal.

As reported in the Troubled Company Reporter-Latin America on
July 30, 2008, XL and certain of its subsidiaries have entered
into an agreement with Security Capital Assurance Ltd and
certain of its subsidiaries in connection with the termination
of certain reinsurance and other agreements.

The deal provides for the payment by XL to SCA of US$1.775
billion in cash, the issuance by XL to SCA of 8 million Class A
Ordinary Shares to be newly issued by XL and the transfer by XL
of all of the shares it owns in SCA (representing approximately
46% of SCA's issued and outstanding shares) to a trust.

                         About XL Capital

Headquartered in Bermuda, XL Capital Ltd. --
http://www.xlcapital.com/-- writes liability insurance and
reinsurance worldwide, specializing in low-frequency, high-
severity risks from riots to natural disasters.  The company
writes policies through numerous subsidiaries, many of them
offshore, and also manages a Lloyd's of London syndicate.  XL's
coverage includes general and executive liability, property, and
political risk insurance.  Its reinsurance covers property,
aviation, energy, nuclear accident, and professional indemnity.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 7, 2008, Standard & Poor's Ratings Services placed its
ratings on XL Capital Group on CreditWatch with negative
implications stating its concern that “earnings, capitalization,
and financial flexibility might be adversely affected by the
uncertainty surrounding XL's outstanding reinsurance agreements
and guarantee of business underwritten by the operating
subsidiaries of bond insurer Security Capital Assurance, or SCA,
prior to the SCA IPO by XL in August 2006.”

As reported in the Troubled Company Reporter-Latin America on
April 3, 2008, Fitch Ratings downgraded XL Capital Ltd.'s Class
A1 to 'BB' from 'A' and Class A2 to 'BB' from 'A' and removed it
from Rating Watch Negative.  Fitch also downgraded XLCA's
Insurer Financial strength rating to 'BB' and removed the IFS.



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

BRASIL TELECOM: Anatel to Complete Rule-Change Proposals
--------------------------------------------------------
Alastair Stewart at Dow Jones Newswires reports that Brazilian
telecommunications regulator Anatel officer, Pedro Ziller, said
that the watchdog will complete proposals for changes in the
telecom regulations to allow  Tele Norte Leste Participacoes
S.A.'s takeover of Brasil Telecom Participacoes SA by September.

As reported in the Troubled Company Reporter-Latin America on
July 8, 2008, Anatel authorized the revision of the telecoms law
that will allow Tele Norte to proceed with its acquisition of
Brasil Telecom, as the current legislation doesn't allow a fixed
line telecommunications firm to purchase another telecom to
avoid creating a conflict with existing concession licenses.  
Anatel extended until Aug. 1, from July 17, the public
consultation for changes in the telecom law.  

Dow Jones relates that telecom lobby group Telcomp has asked for
the extension of the consultation period.

According to Dominican Today, Mr. Ziller told reporters in
Brazil that Anatel's final report on the changes in the
regulations will be ready in 45 days from Aug. 1.  Mr. Ziller
will draft a final proposal that Brazilian President Luiz Inacio
Lula da Silva will enact into law.

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company
involved in the telecommunications sector.  Its main activity is
the management of Brasil Telecom SA (BrT), which operates a
local fixed-line telephone in Brazil.  BrT also provides data
and voice, broadband and Internet services.  It also owns Nova
Tarrafa Participacoes Ltda and Nova Tarrafa Inc., which provide
Internet services.

                         *     *     *

In April 2008, Moody's Investors Service placed Brasil Telecom
Participacoes S.A.'s Ba1 rating on review for possible upgrade
after the announced acquisition by Tele Norte Leste
Participacoes S.A.


CAIXA ECONOMICA: To Provide Surveillance Cameras for Firm
---------------------------------------------------------
GVI Security Solutions, Inc., has received a new order to
provide 4,000 Samsung Electronics high resolution color cameras
to protect the branches of Caixa Economica Federal in Brazil.

“Winning a four thousand camera order to protect Caixa Economica
Federal, the largest public bank in Latin America, clearly
illustrates the success we have been having in expanding our
market penetration in the banking and financial institution
market vertical,” said GVI Chief Operating Officer Joseph
Restivo.  “Combining our established reputation for quality
service and local in-country support with products ideally
suited to meet the needs of large branch banking networks is
being recognized by a growing number of new orders from new and
existing customers.  This is an exciting market where the demand
for effective security solutions is robust.”

“We are providing four thousand Samsung Electronics high
resolution color cameras designed with advanced DNR technology
and day night function capability to protect the facilities and
customers of Caixa Econômica Federal in Brazil,” said Fernando
Tomasiello, GVI Senior Vice President Int'l Operations and
Sales.  “Our advanced cameras were selected not only based on
their ability to meet and exceed the detailed specifications
required for this demanding application, but also because of the
excellent reputation for reliability and performance that
Samsung Electronics cameras have earned in extensive prior
deployment for Caixa and throughout the banking sector.”

Headquartered in Brasilia, Caixa Economica Federal --
http://www.caixa.gov.br-- is a Brazilian bank and one of the     
largest government-owned financial institutions in Latin
America.  Founded in Jan. 12, 1861, Caixa Economica is the
second biggest Brazilian bank, second only to Banco do Brasil,
and offers services in thousands of Brazilian towns, ranking
third in Brazil in number of branches.  The company has more
than 32 million accounts and controls more than US$170 billion.
It is responsible for executing policies in the areas of housing
and basic sanitation, the administration of social funds and
programs and federal lotteries.

                        *    *    *

In May 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Caixa Economica Federal.


FORD MOTORS: Raising Lease Prices on Trucks and SUVs on August 1
----------------------------------------------------------------
Ford Motor Co. is changing its leasing business plan to raise
lease prices of the Ford F-150 and Super Duty pickups, and the
Ford Explorer and Sport Trac SUVs, effective Aug. 1, 2008, The
Wall Street Journal's John D. Stoll and Matthew Dolan report.  
Ford informed dealers through an e-mailed memo that the move is
necessary for Ford's financing subsidiary, Ford Motor Credit
Co., to curb losses incurred in the second quarter of 2008.

WSJ relates that the memo said that extreme losses has sparked
Ford Credit to take on off-lease vehicles, adjusting residuals
mid-quarter on the following vehicle lines.  Off-lease vehicles
are vehicles returned to the dealer after a lease has expired.  
A normal lease period runs between 24 months and 36 months,
although some leases are extended.

According to a press release, Ford Motor Credit reported a net
loss of US$1.427 billion in the second quarter of 2008, down
US$1.489 billion from net income of US$62 million a year
earlier.  On a pre-tax basis, Ford Motor Credit reported a loss
of US$2.380 billion, compared with earnings of US$112 million in
the previous year.  Excluding a US$2.1 billion impairment charge
for operating leases, Ford Motor Credit incurred a pre-tax loss
of US$294 million in the second quarter of 2008.

The decrease in pre-tax earnings primarily reflected the
impairment charge for operating leases, higher depreciation
expense for leased vehicles, and higher provision for credit
losses.  These were offset partially by the non-recurrence of
net losses related to market valuation adjustments from
derivatives, higher financing margin, a gain related to the sale
of approximately half of our ownership interest in our Nordic
operations, and lower operating costs.

During the second quarter of 2008, higher fuel prices and the
weak economic climate in North America resulted in a pronounced
shift in consumer preferences from full-size trucks and
traditional sport utility vehicles to smaller, more fuel-
efficient vehicles.  This shift in consumer preferences combined
with a weak economic climate caused a significant reduction in
auction values for used full-size trucks and traditional sport
utility vehicles.

In addition, Ford Motor Credit completed its quarterly North
America operating lease review and projected that lease-end
residual values would be significantly lower than previously
expected for full-size trucks and traditional sport utility
vehicles.  As a result of these market factors and Ford Motor
Credit's portfolio review, Ford Motor Credit determined a pre-
tax impairment charge of US$2.1 billion was required.

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

The company has operations in Japan in the Asia Pacific region.  
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin-American regions.  It has a subsidiary in Brazil,
Ford Motor Company Brasil Ltda.

                          *     *     *

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

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


GENERAL MOTORS: To Keep Automotive Lease Incentives in August
-------------------------------------------------------------
General Motor Corp.'s decision to continue offering car leasing
incentives in August amid rising costs spurred the drop of its
share trading price, on Wednesday, by 60 cents, or 5%, to
US$11.30, The Associated Press reports.

GM's move followed an announcement by its financing subsidiary,
GMAC LLC, on Tuesday that it would cease lease deal extensions
to Canadian consumers with lowest credit ratings, including
buyers who fall in the lowest two of six credit-rating
categories, The Wall Street Journal quotes George Fowler,
general manager of Superior Buick Pontiac GMC in Dearborn,
Michigan.

AP related that GM's shares fell to US$11.28 early Wednesday
before the US$11.30 closing price.  In the past 52 weeks, GM's
shares have traded between US$8.81 and US$43.20.

Big car makers are restricting their vehicle-leasing terms to
curb rising costs related to low used-vehicle values, WSJ's John
Stoll reports.  As disclosed in the Troubled Company Reporter on
July 29, 2008, Chrysler LLC's financial arm, Chrysler Financial,
will cease offering vehicle lease alternatives in the U.S. to
focus more on financing vehicle purchases.  The unit will stop
offering leases starting August 1.  Chrysler's decision stems
from trouble taunting its unit's lease business, particularly in
the borrowing and selling end.

WSJ reports that a dealer observed that lease prices will be so
high that consumers won't be willing to agree to terms.

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

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 18, 2008, Standard & Poor's Ratings Services said that its
'B' corporate credit and senior unsecured debt ratings and 'BB-'
senior secured debt rating on General Motors Corp. remain on
CreditWatch with negative implications, where they were placed
June 20, 2008.  The update follows GM's announcement of a series
of cost reductions and other initiatives aimed at saving
US$10 billion in cash from operations by the end of 2009.  GM
also announced plans to obtain US$4 billion to US$7 billion in
cash from capital market transactions and asset sales.

The TCR-AP reported on July 17, 2008, that Moody's Investors
Service reviewed the ratings of General Motors Corporation for
possible downgrade.  Ratings under review include its B3
Corporate Family Rating, B3 Probability of Default Rating, Ba3
rating for secured debt, and Caa1 rating for senior unsecured
debt.


GOL LINHAS: Wants ANAC to Approve VRG & GTA Reorganization
----------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A., the parent company of
Brazilian airlines GOL Transportes Aereos S.A. and VRG Linhas
Aereas S.A., in compliance with Paragraph 4,Article 157, Law no.
6.404/76 and CVM Instruction no. 358/02, has submitted to the
National Civil Aviation Agency (ANAC) a request for
authorization for a corporate restructuring of its subsidiaries,
GTA and VRG, to combine them into a single airline company.

The acquisition of VRG by GTI S.A., a wholly-owned subsidiary of
GOL, was approved by the Brazilian Antitrust Agency on June 25,
2008.

The proposed Reorganization, which aims to improve GOL's
operational structure, will provide more efficient air
transportation services through the integration of GTA and VRG's
operations as the company explores synergies, broadens and
improves service offerings.

The proposed Reorganization will simplify the corporate
structure of GOL's subsidiaries, maximizing administrative
efficiencies, optimizing revenues and reducing financial and
operational costs, besides greater operational flexibility.

Under the proposed Reorganization, the combined airline company
will respect VRG and GTA's current rights and obligations,
maintaining the "GOL" and "VARIG" brands.

The effective consummation of the Reorganization is dependent
upon Anac's approval, under the terms of Article 186 of the
Brazilian Aeronautics Code and other preceding conditions.  GOL
will continue to release information regarding Anac's decision
and all progress with the proposed Reorganization.

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

                         *     *     *

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

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

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

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

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

Fitch has revised the rating outlook to negative.

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


GOL LINHAS: Zacks Investment Keeps Hold Recommendation for Firm
---------------------------------------------------------------
Zacks Investment Research has kept its “hold” recommendation on
Gol Linhas Aereas Inteligentes S.A.'s shares.  The company has
been enjoying impressive growth in the Brazilian domestic
airline industry for the last few years and the short-term
growth outlook remains quite encouraging.  Moreover, after the
acquisition of VRG, it is in a unique position to become a true
international player.

However, first quarter results were disappointing and the July
2007 accident at Sao Paulo and the restructuring of VRG will
continue to undermine the company’s results for the next few
quarters.  Finally, high oil prices and high worldwide inflation
and interest rates, particularly in Brazil, are sources of
concern.

Since its beginning in 2001, Gol Linhas has become the second-
largest airline company in Brazil.  The company has benefited
from the strength of the Brazilian currency.  During the first
quarter of 2008, passenger traffic remained quite encouraging.

However, there is considerable inflation pressure in the last
few months.  During the first quarter, VRG returned seven Boeing
737-300s, replacing them with one Boeing 737-800s and one Boeing
737-700, all of them more modern and efficient aircrafts.  
During the second quarter, VRG expects to suspend flights to
three international destinations.  Additionally, the
international business environment has been deteriorating in
recent months.

On July 14, GoL and VRG announced that cargo transport unit,
Gollog, has signed a partnership with Emirates SkyCargo, the
cargo division of Emirates Airline, to transport cargo to all
destinations operated by the two companies.  On July 10, Gol
Linhas and VRG announced that VRG has signed an Interline
Traffic Agreement with U.S.-based American Airlines.

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

                         *     *     *

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

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

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

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

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

Fitch has revised the rating outlook to negative.

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


SHARPER IMAGE: CFO Rebecca Roedell, Counsel James Sander Resign
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated July 7, 2008, Rebecca Roedell, executive vice-
president and chief financial officer, of Sharper Image
Corporation, now known as TSIC, Inc., informed the SEC that she
will resign from her position, effective July 18, 2008.

On July 2, 2008, Ms. Roedell disclosed that James Sander,
Sharper's senior vice-president and general counsel, stepped
down from his position and left the Company, effective July 2.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its
name to "TSIC, Inc." in relation to an an Asset Purchase
Agreement by the Debtor with Gordon Brothers Retail Partners,
LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco
Consumer Capital, LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


SHARPER IMAGE: U.S. Trustee Objects to Employment of DJM/Hilco
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
objects to the retention by The Sharper Image Corp., now known
as TSIC Inc., of a joint venture, composed of DJM Asset
Management, LLC, and Hilco Real Estate, as exclusive real estate
consultant, nunc pro tunc to June 16, 2008.

The U.S. Trustee objects to the Application because the Debtor,
DJM and Hilco have represented to the Office of the U.S. Trustee
that the Joint Venture is not an entity with an existence
separate and distinct from DJM and Hilco.  Thus, the Joint
Venture is an agreement between DJM and Hilco to share profits
and losses associated with the proposed engagement.

Compensation and reimbursement paid to estate professionals
employed under Section 327(a) of the Bankruptcy Code is
allowable as an administrative expense, pursuant to Section
503(b)(2).  However, Section 504(a) of the Bankruptcy Code
prohibits persons, who are compensated or reimbursed under
Section 503(b)(2)(4), from sharing that compensation with
another person.

The U.S. Trustee maintains the Joint Venture between DJM and
Hilco is an agreement by the two firms to share the compensation
paid to the Joint Venture in connection with the proposed
engagement.  The proposed employment of the Joint Venture runs
counter to the plain language of Section 504(a), the U.S.
Trustee insists, citing In re Winstar Communications, Inc., 378
B.R. 756 (Bankr. D. Del. 2007) (Carey, J.), which rejected fee
sharing arrangement.

Accordingly, the U.S. Trustee asks the U.S. Bankruptcy Court for
the District of Delaware to deny the Application.

                       About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its
name to "TSIC, Inc." in relation to an an Asset Purchase
Agreement by the Debtor with Gordon Brothers Retail Partners,
LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco
Consumer Capital, LLC.

(Sharper Image Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


TAM SA: Unit to Adopt Management Model, Lays off 120 Employees
--------------------------------------------------------------
TAM Airlines, a company of TAM S.A. with headquarters in
Asuncion, Paraguay, is going to adopt a management model based
on the three pillars that support the company's activities:
Service Excellence, Technical and Operational Excellence, and
Managerial Excellence.  TAM Airlines has been the new name of
TAM Mercosur since last March, pursuant to the guidelines for
repositioning the brand that accompanied the expansion of Grupo
TAM in the international market.

The management model is being adopted in all parts of the group,
aligning administrative and operational processes and seeking
continuous improvement of passenger and cargo air transport
services.

With the administrative restructuring of the group's Paraguayan
company, 133 employees will be transferred to the personnel
roster of TAM Linhas Aereas.  About 120 employees are being let
go.  In recognition of the service of these employees, the
company is offering a package of benefits superior to what is
required by law, and that includes an extension of the health
plan and the granting of air travel discounts for a period
proportional to time of service.  These employees will also
receive support in the process of reentering the job market.

With the aim of optimizing resources and improving the company's
operational capacity, there will be changes in TAM's air
network, specifically in the routes flying in and out of the
Paraguayan capital.

"The search for synergies is consistent with our strategy of
expanding our presence in the international market, and seeks to
promote process optimization," said Captain David Barioni Neto,
president of TAM Linhas Aereas and president of the Board of
Directors of TAM's Paraguayan division, who is responsible for
the executive management of TAM Airlines.

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

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 14, 2008, Standard & Poor's Ratings Services has lowered
its long-term corporate credit rating on Brazil-based airline
TAM S.A. to 'BB-' from 'BB'.  S&P's outlook is revised to stable
from negative.

On June 23, 2008, TCR-Latin America reported that Fitch Ratings
has affirmed the 'BB' Foreign and Local Currency Issuer Default
Ratings of TAM S.A.  Fitch has also affirmed the 'BB' rating of
its US$300 million senior unsecured notes due in 2017 as well as
the company's 'A+(bra)' national scale rating and its first
debentures issuance of BRL500 million.  Fitch has revised its
rating outlook to negative from stable.


TELE NORTE: Anatel to Complete Rule-Change Proposals for Merger
---------------------------------------------------------------
Alastair Stewart at Dow Jones Newswires reports that Brazilian
telecommunications regulator Anatel officer, Pedro Ziller, said
that the watchdog will complete proposals for changes in the
telecom regulations to allow  Tele Norte Leste Participacoes
S.A.'s takeover of Brasil Telecom Participacoes SA by September.

As reported in the Troubled Company Reporter-Latin America on
July 8, 2008, Anatel authorized the revision of the telecoms law
that will allow Tele Norte to proceed with its acquisition of
Brasil Telecom, as the current legislation doesn't allow a fixed
line telecommunications firm to purchase another telecom to
avoid creating a conflict with existing concession licenses.  
Anatel extended until Aug. 1, from July 17, the public
consultation for changes in the telecom law.  

Dow Jones relates that telecom lobby group Telcomp has asked for
the extension of the consultation period.

According to Dominican Today, Mr. Ziller told reporters in
Brazil that Anatel's final report on the changes in the
regulations will be ready in 45 days from Aug. 1.  Mr. Ziller
will draft a final proposal that Brazilian President Luiz Inacio
Lula da Silva will enact into law.

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

                        *     *     *

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



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

HORNET FUND: Deadline for Proofs of Claim Filing Is Aug. 5
----------------------------------------------------------
Hornet Fund (Offshore) Ltd.'s creditors have until Aug. 5, 2008,
to prove their claims to Michael Au, 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.

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

The liquidator can be reached at:

                Michael Au
                172 East 64th Street
                New York, NY 10021
                USA


HORNET FUND: Will Hold Final Shareholders Meeting on Aug. 5
-----------------------------------------------------------
Hornet Fund (Offshore) Ltd. will hold its final shareholders
meeting on Aug. 5, 2008, at 10:00 a.m., at Clifton House, 75
Fort Street, P.O. Box 1350, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and
   
   2) authorizing the liquidators of the company to retain the
      records of the company for a period of five years from the
      dissolution of the company, after which they may be  
      destroyed.

Hornet Fund's shareholders agreed on June 18, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Michael Au
                172 East 64th Street
                New York, NY 10021
                USA


RESOLUTION WORLD: Proofs of Claim Filing Deadline Is Aug. 4
-----------------------------------------------------------
Resolution World Sector Fund Ltd.'s creditors have until Aug. 4,
2008, to prove their claims to S.L.C. Whicker and K.D. Blake,
the company's liquidators, or be excluded from receiving any
distribution or payment.

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

Resolution World's shareholder decided on May 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                S.L.C. Whicker and K.D. Blake
                c/o KPMG
                P.O. Box 493
                Grand Cayman, Cayman Islands
                Telephone: (345) 949-4800
                Fax: (345) 949-7164

Contact for inquiries:

                Alex Watkins
                Telephone: (345) 914-4421
                Fax: (345) 949-7164



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

GRAN TIERRA: Gives Mid-Year Update on Costayaco Field, Colombia
---------------------------------------------------------------
Gran Tierra Energy Inc. has disclosed the results of a mid-year
reserve update for the Costayaco Field in the Chaza Block
located in the Putumayo Basin of Colombia.  Gran Tierra Energy
holds a 50% working interest and is the operator of the
Costayaco Field and the Chaza Block.  Solana Resources Limited
holds the remaining 50% working interest.

An independent reserve evaluation of the Costayaco field
conducted by GLJ Petroleum Consultants effective July 1, 2008,
using 3-D seismic and drilling results from four wells
(Costayaco-1 through -4, not including test results of
Costayaco-4 as these test results are not yet available)
indicates that the Costayaco field has gross proved reserves of
20.5 million barrels of oil, gross proved plus probable reserves
of 34.9 million barrels of oil and gross proved plus probable
plus possible reserves of 61.4 million barrels of oil.

Gran Tierra Energy's reserves, net of royalty, compared to year
end 2007 for the Costayaco Field as of July 1, 2008 are:


  -- Proved reserves are 6.67 million barrels of oil compared
     to 3.27 million barrels of oil at year end 2007, an
     increase of 104%;

  -- Probable reserves are 4.32 million barrels of oil compared
     to 3.32 million barrels of oil at year end 2007, an
     increase of 30%;

  -- Possible reserves are 7.91 million barrels of oil compared
     to 2.60 million barrels of oil at year end 2007, an
     increase of 204%;

  -- Total proved, probable and possible, net after royalty,
     reserves in the Costayaco Field are 18.90 million barrels
     of oil compared to 9.19 million barrels of oil at year end
     2007, an increase of 106%.

Commenting on the reserve update, Gran Tierra Energy Inc.
President and Chief Executive Officer, Dana Coffield stated,
"The Costayaco Field in Colombia continues to exceed our
expectations.  Drilling in the first half of 2008 has added to
our understanding of the reserve potential of the field.
Pending test results from Costayaco-4 and drilling results from
Costayaco-5 are expected to add material new information to the
reserve potential as we continue to delineate and develop the
field with a continuous drilling program through the balance of
this year."

                    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.


SOLUTIA INC: Incurs US$16 Mil. Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Solutia Inc. reported net sales of US$1,095,000,000 for the
second quarter of 2008, a 20% increase over net sales of
US$911,000,000 for the same period in 2007.  Approximately 8% of
this increase is attributable to the consolidation of Flexsys
sales beginning on May 1, 2007, following Solutia's acquisition
of the remaining 50% share of its former joint venture.  On a
pro forma basis, adjusting 2007 second quarter sales to include
Flexsys, sales increased 14% over the prior year.

Solutia had a consolidated loss of US$16,000,000 for the second
quarter 2008 compared to income from continuing operations of
US$27,000,000 for the same period in 2007.  Solutia's results
were impacted by certain events affecting comparability totaling
an after-tax loss of US$33,000,000 in 2008 and an after-tax gain
of US$10,000,000 in 2007.  After consideration of these special
items in both periods, income held steady at US$17,000,000 in
the second quarter of 2008 or US$0.28 per share, despite
increased depreciation and amortization expense, higher interest
cost and higher stock compensation expense.

"We are pleased to report solid second quarter growth, driven by
strong volumes and price increases across our businesses," said
Jeffry N. Quinn, chairman, president and chief executive officer
of Solutia Inc.  "Importantly, even though the escalation of raw
materials accelerated in the second quarter compared to the
first, our focused pricing actions and strong market positions
allowed us to recover a significant percentage of this cost
increase.  We also continued to benefit from our geographically
diverse business, as international growth -- particularly in
China -- more than offset softening domestic markets."

Mr. Quinn added, "In addition to producing strong results during
the second quarter, we announced two important strategic
developments which will have the potential to further enhance
our transformation to a high-margin pure play specialty chemical
company.  We retained HSBC to review strategic alternatives for
the Nylon business, and laid the foundation for a key longer-
term growth opportunity by establishing our Saflex Photovoltaic
business."

Reported consolidated EBITDA for the second quarter decreased to
US$67,000,000 from US$110,000,000 in 2007.  After taking into
consideration events affecting comparability and non-cash stock
compensation expense (as detailed below in the summary of events
affecting comparability) of net charges totaling US$51,000,000
and net gains totaling US$26,000,000 for 2008 and 2007,
respectively, Adjusted EBITDA increased to US$118,000,000 from
US$84,000,000.  On a pro forma basis, including Flexsys results
for April 2007 on a 100% basis, Adjusted EBITDA in the second
quarter 2008 increased US$25,000,000 from US$93,0000,000 over
the prior year.

The most significant adjustment in the current quarter was a
negative margin impact from the selling of inventory that was
fair valued at the time of emergence as required by fresh start
accounting.  This impact was a non-cash charge of US$49,000,000.

The company's June 30, 2008 balance sheet showed US$4.7 billion
in total assets, US$3.7 billion in total liabilities, and
US$1.7 billion in stockholders' equity.

                      Unallocated and Other

After taking into consideration unusual charges and gains and
decreases in equity earnings as a result of the Flexsys
acquisition, corporate and other expenses were down
US$15,000,000 compared to the second quarter 2007 predominantly
due to lower adjustments to the company's LIFO inventory
valuation allowance.

                            Cash Flow

Cash from operations before reorganization activities for
six months ended June 2008 was a usage of US$63,000,000.  This
included a US$204,000,000 increase in inventory and trade
accounts receivable, of which approximately 60% is due to
escalating raw material and energy costs and the company's
implementation of related price increases.  This increase in
working capital was partially offset by improved supplier
payment terms.

                             Outlook

The company is raising its full-year 2008 adjusted EBITDA
guidance to a range of US$400,000,000 to US$425,000,000 from its
previous estimate of US$375,000,000 to US$400,000,000.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,      
manufactures and sells chemical-based materials, which are used
in consumer and industrial applications worldwide.  Solutia has
operations in Malaysia, China, Singapore, Belgium, and
Colombia.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  Trumbull Group
LLC is the Debtor's claims and noticing agent.  Daniel H.
Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represent the Official
Committee of Unsecured Creditors, and Derron S. Slonecker at
Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure
Statement and on Nov. 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
Feb. 28, 2008.  (Solutia Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SOLUTIA INC: ITC Probes Firms for Infringement of Flexys Patent
---------------------------------------------------------------
Flexsys(R) America L.P., a subsidiary of Solutia Inc., said that
the United States International Trade Commission has voted to
institute an investigation of certain rubber antidegradants,
antidegradant intermediates, and products containing the same.  

The respondents named in the case are: Sinorgchem Co., Shandong;
Korea Kumho Petrochemical Co., Ltd. (KKPC); Kumho Tire Co.,
Inc.; and Kumho Tire USA, Inc.  This investigation is based upon
a complaint filed by Flexsys on May 12, 2008, which asserts that
the importation of Sinorgchem's 4-ADPA or any antidegradants
made from its 4-ADPA into the U.S. violates section 337 of the
U.S. Tariff Act, due to Sinorgchem's infringement upon Flexsys'
patents for the production of 4-ADPA intermediates.

"This action is one example of the aggressive measures we are
taking to prevent our competitors from illegally
misappropriating our patented technologies," said Jim Voss,
senior vice president of Solutia Inc. and president of Flexsys.  
"We will continue to protect Flexsys' significant investment in
manufacturing processes by enforcing our legal rights on a
global scale."

In this case, Flexsys seeks an exclusion order barring the
importation of Sinorgchem's 4-ADPA as well as 6PPD made from
Sinorgchem's 4-ADPA into the U.S., including that manufactured
by KKPC.

The technology at issue in this case relates to environmentally
friendly methods for preparing compounds used in the manufacture
of rubber products such as tires, belts and hoses.  These
compounds prevent premature degradation of rubber due to
exposure to sun, heat, ozone and other factors.  One such
antidegradant is 6PPD, which is manufactured and sold by Flexsys
under the brand name Santoflex(r) 6PPD.  The material known as
4-ADPA is an intermediate compound used in the production of
6PPD.

Flexsys also has a civil patent infringement case against Kumho
Tire, KKPC and Sinorgchem, which is currently pending in U.S.
District Court for the Northern District of Ohio.

Flexsys products play an important role in the manufacture of
tires and other rubber products, such as belts, hoses, seals
and footwear.  Flexsys is a global business with offices,
manufacturing facilities and technology centers around the
world.  Flexsys has annual sales of more than US$650,000,000,
about two-thirds of which take place outside the U.S.

       Flexsys Unit to Halt Wales Manufacturing by Year-End

The Troubled Company Reporter related on June 19, 2008, that
Flexsys(r) intends to cease manufacturing at its facility in
Ruabon, Wales, by the end of 2008, with complete site exit by
the end of 2011.

"This action is part of our strategy to strengthen the
profitable,market-leading positions that Flexsys holds across
most of its portfolio, while taking steps to limit our exposure
in smaller product lines where Flexsys is no longer cost
competitive," said Jim Voss, president of Flexsys and senior
vice president of Solutia Inc.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,      
manufactures and sells chemical-based materials, which are used
in consumer and industrial applications worldwide.  Solutia has
operations in Malaysia, China, Singapore, Belgium, and
Colombia.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  Trumbull Group
LLC is the Debtor's claims and noticing agent.  Daniel H.
Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represent the Official
Committee of Unsecured Creditors, and Derron S. Slonecker at
Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure
Statement and on Nov. 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
Feb. 28, 2008.  (Solutia Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SOLUTIA INC: Registers 600 Million Stock and Debt Securities
------------------------------------------------------------
Solutia Inc. has filed Amendment No. 1 to its Form S-3
registration statement under the Securities Act of 1933 with the
U.S. Securities and Exchange Commission.  Solutia amends the
Registration Statement, as necessary, to delay its effective
date until further amendments, which specifically states that
the Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement will become
effective on a date determined by the SEC.

The prospectus, subject to completion, dated July 16, 2008, is
available for free at http://ResearchArchives.com/t/s?302f

As previously reported, Solutia has the authority to issue a
total of 600,000,000 shares of capital stock consisting of:

    -- 500,000,000 shares of Common Stock at US$0.01 per share;
       and
    -- 100,000,000 shares of Preferred Stock at US$0.01 apiece

As of March 31, 2008, Solutia has 60,763,046 shares of issued
and outstanding Common Stock, and no shares of Preferred Stock
have been issued and outstanding.

                          *     *     *

Solutia has filed a notice of effectiveness of its Form S-3 with
the SEC.  The effectiveness date is July 25, 2008.


                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,      
manufactures and sells chemical-based materials, which are used
in consumer and industrial applications worldwide.  Solutia has
operations in Malaysia, China, Singapore, Belgium, and
Colombia.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  Trumbull Group
LLC is the Debtor's claims and noticing agent.  Daniel H.
Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represent the Official
Committee of Unsecured Creditors, and Derron S. Slonecker at
Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure
Statement and on Nov. 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
Feb. 28, 2008.  (Solutia Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SOLUTIA INC: Uncertainty Looms at Nylon Biz; Exploring Options
--------------------------------------------------------------
The future of Solutia, Inc.'s nylon business continues to be
uncertain, Brazoria County, Texas-based The Facts reports,
citing Dan Jenkins, spokesperson of Solutia, who said that it
could be months before HSBC Securities (USA), Inc., could find a
solution.

Solutia has retained HSBC Securities to explore strategic
alternatives with respect to its nylon business, which generated
net sales of US$1,892,000,000 in 2007, accounting for 51% of
Solutia's total revenue.

HSBC is tasked to explore strategies for Solutia, which
including keeping its nylon business, selling it or possibly
creating a joint venture with another company, Mr. Jenkins said,
according to The Facts.  "They're starting to put together some
of their documentation."

According to Mr. Jenkins, demand continues to be strong for
nylon.  However, he said , the company is evaluating its nylon
business because energy costs and the costs for the raw
materials to make it, much of it petroleum-based, are rising.

CEO Jeffry Quinn said the company is considering strategic
alternatives for its nylon business at a time when demand for
nylon is high.  Mr. Quinn and Jonathon P. Wright, senior vice
president of Solutia Inc. and president of the company's
integrated nylon division, have said they are mulling on giving
up the nylon business to other firms who may be able produce
nylon more cheaply.

Mr. Wright said that the cost of the raw materials to make nylon
is becoming a drain on Solutia's other businesses.  "If the
price of oil went back to 2002 levels, then the nylon division
would be more profitable, and we probably would think about
staying in the business," he told the Pensacola News Journal.

Solutia's nylon business operates six plants and includes the
Chocolate Bayou plant, located in Alvin, Texas and Gonzalez
Plant, Pensacola Florida.  Paul Zawila, Solutia's environmental
health and safety lead at Chocolate Bayou, said the plant
employs about 525 people as well as 350 contractors.   The
Gonzalez plant has 1,500 employees.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,      
manufactures and sells chemical-based materials, which are used
in consumer and industrial applications worldwide.  Solutia has
operations in Malaysia, China, Singapore, Belgium, and
Colombia.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  Trumbull Group
LLC is the Debtor's claims and noticing agent.  Daniel H.
Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represent the Official
Committee of Unsecured Creditors, and Derron S. Slonecker at
Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice.  The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure
Statement and on Nov. 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
Feb. 28, 2008.  (Solutia Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

ALCATEL-LUCENT SA: Reports EUR1.1 Billion Net Loss for Q2 2008
--------------------------------------------------------------
Alcatel-Lucent S.A. posted EUR1.102 billion in net losses on
EUR4.1 billion in net revenues for the second quarter ended
June 30, 2008.

During the second quarter, the CDMA activity declined at a
higher pace than the company had planned.  This was due, to a
large extent, to a strong reduction in the capital expenditure
of a key customer in North America.  Although there are new
opportunities in other geographic areas, the uncertainty
regarding spending in North America has led the company to take
more cautious mid-term assumptions in this activity.

This resulted in a goodwill impairment charge of EUR810 million,
which is reflected in the reported net loss of EUR1.102 billion
or EUR0.49 per diluted share for the second quarter.

"Looking beyond the non-cash impairment charge, operationally we
made good progress against our turnaround plan in the second
quarter, delivering top-line and an adjusted operating margin in
line with our expectations," Patricia Russo, CEO, commented.

"First, revenue performance came in at the higher end of our
guidance, posting sequential growth of slightly more than 6% .
We were able to fully absorb the material decline in CDMA,
achieving year-over-year growth of close to 2% at constant
Euro/US$ exchange rate, thanks to the strong growth of our
Enterprise and Services operating segments and good performance
in most of our other carrier activities.  Of particular note,
GSM/W-CDMA/WiMAX continued to enjoy strong, double-digit growth
year-over-year. In addition, our activities in convergence grew
for the first time since completing the merger and we saw slight
growth in our wireline activities."

"Second, our adjusted gross margin is in the mid thirties, which
is in line with our overall guidance for the year.  Factoring
out the impact of one-time gains, our gross margin increased by
150 basis points year-over-year, reflecting a more stringent
pricing discipline and the impact of our product costs reduction
programs.  Sequentially, it declined 90 basis points, in spite
of higher volumes, reflecting to a large extent a negative shift
in the product and geographic mix."

"Finally, we continue to make good progress in reducing our
fixed costs.  Our operating expenses declined 8.6% year-over-
year and 1.7% sequentially.  As a result, we achieved higher
adjusted operating margins in all three business segments, with
break-even performance in the carrier segment and high single-
digit operating margins in the Enterprise and Services
segments."

                       Market and Outlook

"In our outlook for the second quarter and full year, we were
prudent in our view of the telecommunications equipment market
due to the macroeconomic environment and the resulting potential
for lower capital spending in the U.S.," Ms. Russo continued.    
"Over the past three months, the global macroeconomic
environment has further deteriorated and the economic slowdown
has begun to spread to Europe. Although not evident yet, we
believe this could impact somewhat the capital expenditure
decisions of certain European customers, especially in fixed
access.

"At the same time, we are seeing a stronger-than-expected demand
for GSM/W-CDMA mobile access in emerging markets, especially in
Asia.  In addition, we feel positive about our prospects in
China, both in 2G and 3G (including CDMA EV-DO) for the fourth
quarter and next year.  Finally, we now see a stronger than
initially expected demand in Services, especially in network
operations and network integration.  Against this mixed
backdrop, we continue to anticipate that the global
telecommunications equipment and related services market should
be flat in 2008 at constant currency."

"With approximately half of the company's revenue in U.S. dollar
or dollar-linked currencies, Alcatel-Lucent reiterates its
previous guidance for the full year 2008 revenue.  Expressed in
current Euro rate and due to the reduction in the value of the
dollar since 2007, revenue should be down in the low to mid
single-digit range.  The company continues to expect an adjusted
gross margin in the mid thirties and an adjusted operating
margin in the low to mid single-digit range in percentage of
revenue in full year 2008.  For the third quarter 2008, Alcatel-
Lucent expects its revenue to be flat to slightly down
sequentially, followed by a strong ramp in the fourth quarter."

                        Net Debt Position

The net debt position was EUR415 million as of June 30, 2008,
compared with EUR30 million as of March 31, 2008.  The increase
in net debt of EUR385 million primarily reflects an increase in
non operating working capital requirements mainly related to the
bonus payments which were concentrated in the second quarter,
cash outflow related to restructuring plans (EUR166 million),
our cash contribution to pensions (EUR112 million) and a
slightly higher-than-anticipated cash income tax payment
(EUR48 million).

Based on the outlook for revenue and adjusted operating margin,
Alcatel-Lucent expects its year-end 2008 net debt to be
materially reduced compared to the level at the end of June
2008.

As of June 30, 2008, Alcatel-Lucent SA had EUR30.94 billion in
total assets, EUR20.98 billion in total liabilities and
EUR9.96 billion in total shareholders' liability.

                      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 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.


* COSTA RICA: S&P Publishes Credit Rating Summary Report
--------------------------------------------------------
The sovereign credit rating on the Republic of Costa Rica
reflects its monetary inflexibility because of persistently high
inflation and exchange-rate rigidity.  Inflation rose to 9% in
2007 and could be higher this year.  Moreover, quasi-fiscal
losses of the central bank (which reached 0.7% of GDP in 2007)
and a high level of dollarization in the financial system weaken
the effectiveness of Costa Rica's monetary policy.

Costa Rica's inflexible exchange-rate arrangement sustains
external vulnerability. Costa Rica had operated a crawling
exchange rate peg that provided stability and maintained export
competitiveness but placed much of the exchange-rate risk on to
the balance sheet of the central bank.  The central bank has
shifted to an exchange-rate band.  The new mechanism provides
modestly more flexibility but still limits the central bank's
ability to actively pursue monetary policy.

Offsetting these weaknesses are Costa Rica's stable political
system and the rule of law, which have contributed to policy
continuity and consensus on fiscal and monetary policies.  Costa
Rica's strong public institutions and comparatively high level
of human development contribute to social stability and
predictability in economic policies.

GDP growth could exceed 5% in 2008 after exceeding 7% on average
in the previous three years.  Growth should exceed 4% over the
medium term because of Costa Rica's success in attracting
foreign direct investment and tourism as well as in developing
skill-based industries that provide it with greater economic
resilience than many of its neighbors.

Good growth and tightened fiscal policy have reduced leverage,
with general government debt falling to a projected 133% of
revenues in 2008 from more than 217% in 2004.  Gross general
government debt is projected to decline to 32% of GDP at the end
of 2008 compared with 41% in 2006.  Standard and Poor's Ratings
Services expects that net general government debt -- adjusted
for sovereign debt held by the central bank, the social security
institute, and other government agencies -- will approach 26% of
GDP in 2008 from 34% in 2006.  Projections are for total
external debt to fall to 63% of current account earnings in 2008
from more than 82% in 2004.

                             Outlook

The outlook incorporates the expectation of continued economic
growth and rising tax revenues in 2008, modestly reducing the
government's debt burden.  It also incorporates the timely
approval of legislation necessary for implementing the Dominican
Republic-Central America Free Trade Agreement later this year,
an important step for sustaining investor confidence and long-
term GDP growth prospects.

Steps to boost exchange-rate flexibility and the effectiveness
of monetary policy would contain Costa Rica's vulnerability to
sudden external shocks.  That, combined with continued GDP
growth and a strengthening of the tax base, would accelerate the
ongoing improvement in the sovereign's fiscal and debt profile,
potentially improving creditworthiness.

Higher tax collections because of better GDP growth or tax
reform would allow the government to recapitalize the central
bank, staunching its quasi-fiscal losses.  That, in turn, would
help to lower inflation and permit more exchange-rate
flexibility.  It could also lead to lower borrowing costs and
more fiscal flexibility, generating a virtuous cycle.



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

BANCO G&T: Int'l Finance Makes US$70MM Equity Investment in Bank
----------------------------------------------------------------
Banco G&T Continental SA has received a US$70 million equity
investment from the International Finance Corp.

According to the IFC, it is the largest equity investment it has
made in a financial institution in Central America.  The IFC's
resources will help Banco G&T expand its services to small and
medium-sized enterprises.

Banco G&T Continental had about GTQ23.1 billion in assets as of
April 30, 2008, Business News Americas relates, citing
Guatemalan financial sector regulator, Superintendencia de
Bancos de Guatemala.

Banco G&T Continental SA is one of the largest banks in
Guatemala, with a 17% market share in deposits and 13% in loans.  
The bank has been able to develop a large distribution network
and benefit from a growing, stable, and diversified deposit base
that, in turn, provides enough flexibility for growth as loans
represent 51% of core deposits.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 15, 2008, Standard & Poor's Ratings Services affirmed its
'BB-/B' foreign currency, counterparty, and CD ratings on Banco
G&T Continental S.A.  S&P said the outlook is stable.



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

AIR JAMAICA: To Name New Chief Executive Officer on August 4
------------------------------------------------------------
The Board of Directors at Air Jamaica has selected its new Chief
Executive Officer but will officially release the result of its
appointment on Monday, Aug. 4, Radio Jamaica reports.

As reported in the Troubled Company Reporter-Latin America on
July 23, 2008, Edward Wegel and David Banmiller were shortlisted
as candidates for chief executive officer of Air Jamaica.

According to Radio Jamaica, the airline's board met last week to
approve one of the short listed persons as the new CEO.

RJR News reported that Executive Vice President and former Chief
Operating Officer, David Banmiller, has been slated to fill the
post, Radio Jamaica relates.

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

                          *    *     *

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

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


NATIONAL COMMERCIAL: Performance May be Weaker in Periods Ahead
---------------------------------------------------------------
The Jamaica Gleaner reports that National Commercial Bank
Jamaica Limited's Group Managing Director Patrick Hylton isn't
optimistic about the bank's performance in the coming periods,
even though the bank recorded positive results in the nine
months ended June 2008.

The Gleaner states that National Commercial is expected to
surpass the J$6.6 billion profit it reported last year.  As
reported in the Troubled Company Reporter-Latin America on July
29, 2008, National Commercial's net profit increased
38% to J$6,757 million in the nine months ended June 2008,
compared to the nine months ended June 2007.  Its earnings per
stock unit rose US$0.76 to J$2.74 in the nine months ended June
2008, from the same period last year.  Operating revenue grew
18% to J$18,117 million.

Mr. Hylton, however, said that profits may not be as strong in
the coming periods, and “momentum was likely to slow” next year,
The Gleaner notes.  Due to the current economic climate, the
National Commercial faces significant challenges in keeping its
momentum in the coming fourth quarter and the next financial
year, Mr. Hylton explained.

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

                        *     *     *

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

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


* JAMAICA: Total Debt Remains at Above US$1,000,000,000
-------------------------------------------------------
Radio Jamaica reports that the Jamaican island still has a total
debt of above US$1,000,000,000.

Despite efforts of the Jamaican goverment, headed by Prime
Minister Bruce Golding, to control the nation's debt, the
money owed to local and overseas creditors is further
increasing, Radio Jamaica relates.

According to Radio Jamaica, the country carries US$438 billion
in external debt and US$565 billion in domestic, as released by
the Ministry of Finance on May 30, 2008.



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

BHM TECHNOLOGIES: Court Approves Gordon Brothers as Appraisers
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the application of BHM Technologies Holdings,
Inc. and its debtor-subsidiaries to employ Gordon Brothers
Assets Advisors, LLC, as appraisers in their Chapter 11 cases.  
The Court ordered that Gordon Brothers will be compensated in
accordance with the Retention Agreement and will submit a final
fee application.

Thomas Scotti, managing director and chief operating officer of
Gordon Brothers in Boston, Massachusetts, informs the Court that
the firm conducted a lengthy conflicts analysis process to
determine whether it had any conflicts or other relationships
that might cause it not to be disinterested or to hold or
represent an interest adverse to the Debtors' estates.

Mr. Scotti says that neither he, the company, nor any of its
officers or directors insofar as he has been able to ascertain,
has any connection with parties-in-interest not identified in
its original disclosure.

The Debtor's Official Committee of Unsecured Creditors raised
limited objections, including:

   (i) any proposal that would allow the firm not to maintain
       records of time spent for its professional services
       rendered; and

  (ii) any proposal that would exempt Gordon from submitting
       interim and final fee applications pursuant to Section
       327 of the Bankruptcy Code.

Paul R. Hage, Esq., at Jaffe Raitt Heuer & Weiss, P.C., in
Southfield Michigan, relates the Committee is in the process of
reviewing the requested fees of Gordon.  Pending the review, the
Committee reserves the right to object to the reasonableness of
those fees.

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

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

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


BHM TECHNOLOGIES: Court Approves Gaiatech as Environ. Advisors
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the application of BHM Technologies Holdings,
Inc. and its debtor-subsidiaries to hire GaiaTech Incorporated
as environmental consultant in their Chapter 11 cases.

The Official Committee of Unsecured Creditors opposes the
retention of GaiaTech to the extent it allows the firm to (i)
not bill the Debtors by the hour, and (ii) not to file interim
and final fee applications.

Paul R. Hage, Esq., at Jaffe Raitt Heuer & Weiss, P.C., in
Southfield Michigan, adds the Committee is in the process of
reviewing the requested fees of GaiaTech, and pending the
review, reserves the right to object to the reasonableness of
the fees.

Meanwhile, Christer L. Setterdahl, senior vice president of
GaiaTech Incorporated, in Chicago, Illinois, has submitted to
the Court a declaration asserting that the firm has conducted a
lengthy conflicts analysis process to determine whether it had
any conflicts or other relationships that might cause it not to
be disinterested or to hold or represent an interest adverse to
the Debtor's estates.

To check and clear potential conflicts of interest, the firm
reviewed its client relationships to determine whether it had
any relationships with any of the parties included in a BHM or
BHM related schedule or any party who is entitled to notice in
any of the BHM cases.  

Ms. Setterdahl says that based on her review, neither she, the
Company, nor any of its officers or directors insofar as I have
been able to ascertain, has any connection with the Additional
Parties-in-Interest, except that the Company has previously been
engaged to perform certain services in wholly unrelated matters
Fairfiled MFG Co., Inc., Guardian, Industrial Control Repair,
Jackson Metal Services, JFC, and PSC Fabricating, each of which
is a party-in-interest in the cases.

Ms. Setterdahl clarifies to the Committee that the firm will
file a final fee application setting forth, in detail, a
description of work performed, a description of payments
received from the Debtors for its work and a detailed accounting
of expenses.

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

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

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


CLEAR CHANNEL: Completes US$24 Billion Merger Deal With CC Media
----------------------------------------------------------------
Clear Channel Communications, Inc. disclosed the completion of a
merger, on July 30, 2008, with an indirect wholly owned
subsidiary of CC Media Holdings, Inc., a corporation formed by a
private equity group co-led by Bain Capital Partners, LLC and
Thomas H. Lee Partners, L.P.  The total transaction is valued at
approximately US$24 billion.

As a result of the merger, which was approved at a special
shareholders meeting held on July 24, 2008, Clear Channel's
shareholders are entitled to receive either US$36.00 in cash,
without interest, or one share of CC Media Class A common stock
for each share of Clear Channel common stock held.  The private
equity group has informed Clear Channel that CC Media will not
issue any shares of additional equity consideration in exchange
for shares of Clear Channel for which shareholders have elected
to receive the cash consideration.

"Today is a great day for our loyal and patient shareholders
and, importantly, puts our company in the financial and
operational position to continue to lead beneficial change in
both of our core businesses.  We are deeply grateful to our
loyal employees who have remained focused and generated terrific
results through their hard work and dedication," Mark Mays,
Chief Executive Officer of Clear Channel Communications, Inc.,
said.

"We are pleased to have closed the acquisition of Clear Channel
in partnership with Bain Capital Partners, the Clear Channel
management team and major public shareholders such as Highfields
Capital Management and Abrams Capital," Scott Sperling, Co-
President of Thomas H. Lee Partners, L.P. said.  "Clear
Channel's strong leadership position in the radio and outdoor
advertising business provides advertisers with an unparalleled
platform from which to cost effectively reach their target
audiences locally and nationwide.  We look forward to working
with our management partners to continue building this great
company."

"We are very happy to have completed the purchase of Clear
Channel," John Connaughton, a Managing Director at Bain Capital,
added.  "We continue to be impressed with the company's strong
management team and its leadership position across its markets
and media formats.  We look forward to working with Thomas H.
Lee Partners, Clear Channel management, and major public
shareholders such as Highfields Capital Management and Abrams
Capital to continue to strengthen Clear Channel's competitive
franchise and drive value over the long term."

Clear Channel common stock would cease trading on the New York
Stock Exchange at market close on July 30, 2008, and would no
longer be listed.

Shareholders of Clear Channel will receive instructions and a
letter of transmittal by mail from Mellon Investor Services,
LLC, the paying agent, concerning how to deliver their shares
for payment.  Shareholders of record should not surrender their
stock certificates without first completing a letter of
transmittal.  Shareholders who hold their shares in "street
name" through a bank or broker should contact their bank or
broker to determine what action they must take.

                       About Clear Channel

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.

As disclosed in the Troubled Company Reporter-Latin America on
July 31, 2008, in-line with prior guidance, Fitch Ratings  
downgraded the Issuer Default Rating and outstanding debt rating
of Clear Channel Communications, Inc. as: IDR to 'B' from 'BB-';
and Senior unsecured non-guaranteed notes to 'CCC/RR6' from
'BB-'.

Fitch 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.

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

S&P further assigned its 'B' bank loan rating and '3' recovery
rating on Clear Channel's US$16.1 billion of new senior secured
credit facilities.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery of principal
and pre-petition interest in the event of a payment default.
S&P also assigned its 'CCC+' rating on the company's
US$2.3 billion of new senior unsecured notes, with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery in the event of a payment default.

At the same time, S&P lowered its rating on the company's US$5.1
billion of existing senior unsecured notes to 'CCC+' from 'B-'
and assigned a recovery rating of '6' on these issues.
The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.   S&P lowered the
rating on Clear Channel's existing US$750 million of 7.65%
senior notes due 2010 to 'CCC+' from 'B-' and assigned a
recovery rating of '6', reflecting the potential for this issue
to remain outstanding until maturity.


CLEAR CHANNEL: US$639 Million Senior Notes Tender Offer Expires
---------------------------------------------------------------
In connection with the completion of the merger with BT Triple
Crown Merger Co., Clear Channel Communications, Inc. reported
the expiration and final results of its tender offer to purchase
any and all of its subsidiary AMFM Operating Inc.'s outstanding
8% Senior Notes due 2008 (CUSIP No. 158916AL0).  The tender
offer and consent solicitation was made pursuant to the terms
and conditions set forth in the AMFM Offer to Purchase and
Consent Solicitation Statement for the Notes dated Dec. 17,
2007, and the related Letter of Transmittal and Consent.

The tender offer and consent payment deadline expired at 8:00
a.m. New York City time on July 30, 2008.  The aggregate
principal amount of the Notes validly tendered (and not validly
withdrawn) was US$639 million, representing approximately 99.12%
of outstanding Notes.

AMFM has accepted for purchase all of the Notes validly tendered
(and not validly withdrawn) in the tender offer.  AMFM has paid
to The Depository Trust Company the total consideration payable
to holders in the tender offer, and Global Bondholder Services
Corporation, the depositary for the tender offer, has
irrevocably instructed The Depository Trust Company to pay the
full tender offer consideration, plus accrued interest, to the
tendering holders.  The total consideration paid to validly
tendering holders will reflect the actual date of payment.

Citi acted as the lead dealer manager for the tender offer and
lead solicitation agent for the consent solicitation and
Deutsche Bank Securities Inc. and Morgan Stanley & Co.
Incorporated acted as co-dealer managers for the tender offer
and co-solicitation agent for the consent solicitation.  Global
Bondholder Services Corporation acted as the depositary and
Information Agent for the tender offer and the consent
solicitation.

                       About Clear Channel

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.


CLEAR CHANNEL: Moody's Downgrades Sr. Unsec. Notes to Caa1
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability of Default Rating to Clear Channel
Communications, Inc. In addition, Moody's assigned a B1 rating
to Clear Channel's new US$15.77 billion senior secured credit
facilities and a Caa1 rating to its proposed US$2.31 billion
guaranteed senior unsecured notes. Moody's also downgraded the
company's legacy senior unsecured notes to Caa1 from Baa3 and
affirmed the SGL2 speculative grade liquidity rating. The rating
outlook is stable. This concludes Moody's review of Clear
Channel's ratings, which was initiated on October 26, 2006 in
connection with the company's announcement that its Board of
Directors was evaluating various strategic alternatives to
enhance shareholder value.

Moody's has taken these rating actions:

Issuer: Clear Channel Communications, Inc.

Corporate Family Rating -- Assigned B2

Probability of Default Rating -- Assigned B2

US$2.0 Billion 6-year Senior Secured Revolving Facility --
Assigned B1 (LGD 3, 33%)

US$1.115 Billion 6-year Senior Secured Tranche A Term Loan
Facility -- Assigned B1 (LGD 3, 33%)

US$10.7 Billion 7.5-year Senior Secured Tranche B Term Loan
Facility -- Assigned B1 (LGD 3, 33%)

US$705.638 Million 7.5-year Senior Secured Tranche C Term Loan
Facility -- Assigned B1 (LGD 3, 33%)

US$750 Million 7.5-year Senior Secured Delayed Draw Term Loan 1
Facility -- Assigned B1 (LGD 3, 33%)

US$500 Million 7.5-year Senior Secured Delayed Draw Term Loan 2
Facility -- Assigned B1 (LGD 3, 33%)

US$980 Million Senior Cash Pay Notes due 2016 -- Assigned Caa1
(LGD 5, 79%)

US$1.330 Billion Senior Toggle Notes due 2016 -- Assigned Caa1
(LGD 5, 79%)

Existing Senior Unsecured Bonds -- Downgraded to Caa1 (LGD 6,
91%) from Baa3

Multiple Seniority Shelf -- Rating Withdrawn

Outlook -- To Stable from Ratings Under Review

Speculative Grade Liquidity Rating -- Affirmed SGL2

Issuer: Chancellor Media Corporation of Los Angeles

Senior Unsecured -- Rating Withdrawn

Issuer: CCCI Capital Trust I

Preferred Stock Shelf -- Rating Withdrawn

Issuer: CCCI Capital Trust II

Preferred Stock Shelf -- Rating Withdrawn

Issuer: CCCI Capital Trust III

Preferred Stock Shelf -- Rating Withdrawn

Clear Channel's B2 Corporate Family Rating reflects the
company's high debt-to-EBITDA leverage (8.2x pro forma for the
trailing twelve months ended March 31, 2008 and incorporating
Moody's standard adjustments) and the substantial interest
burden resulting from the US$24.5 billion leveraged buyout of
the company by private equity sponsors.  Moreover, the rating
incorporates the company's very modest free cash flow-to-debt
metric pro-forma for the completion of the buyout.  Somewhat
mitigating these high financial risks, however, are the dominant
scale of the company, its strong and leading market position in
the radio and outdoor advertising businesses within the U.S.,
good operating margins and substantial geographic diversity in
its domestic and international businesses.  Additionally,
Moody's believes that the financing structure -- including the
option to PIK interest on the US$1.33 billion senior unsecured
toggle notes, a US$2 billion revolving credit facility which is
expected to remain largely undrawn, US$1.25 billion of committed
delayed draw term loan facilities available to support the 2009
bond maturity and the 7.65% notes due 2010, and minimal required
term loan amortization until 2010 -- offers some noteworthy
flexibility to manage cash flows should earnings not meet
expectations.

The B2 rating also incorporates the weak prospects for the radio
industry, which Moody's believes is mature, faces strategic
threats from alternative media and is under secular and cyclical
pressures.  The outdoor advertising sector has had favorable
growth trends and is relatively more resilient but not
completely immune to the impact of the current economic
environment.  Notably, neither the ratings nor the rating
outlook incorporate the potential for a precipitous fall-off in
advertising and the company's revenue base stemming from a
severe economic downturn.

Moody's expects Clear Channel will generate positive (albeit
modest) free cash flow (assuming cash payment of interest on the
PIK toggle notes) over the intermediate term and utilize it to
moderately reduce debt.  Moody's also expects the company to use
proceeds from asset sales to pay down debt.

The Caa1 rating of Clear Channel's legacy senior notes that
remain outstanding reflects their subordination to the material
amount of the company's new senior secured credit facilities and
the new senior notes as the collateral package will be
structured so as to not trigger the equal and ratable clause
under the indentures governing the existing senior notes.

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.  Clear Channel's revenues for year ending
Dec. 31, 2007 were US$6.8 billion.


DURA AUTOMOTIVE: Lawrence Denton to Step Down as President & CEO
----------------------------------------------------------------
Lawrence A. Denton would be leaving DURA Automotive Systems,
Inc., at the end of 2008, after successfully leading the company
through its reorganization and emergence from Chapter 11.  
Mr. Denton served as President and Chief Executive Officer of
the company since 2003 and as Chairman of the company's board of
directors since 2005.
  
Nick G. Preda, DURA's vice president and chief financial
officer, said in a regulatory filing with the Securities and
Exchange Commission that Mr. Denton will continue to serve as a
consultant to the company during a transition period ending
Dec. 31, 2008.

During the transition period, Mr. Denton will continue to be
paid his current base salary and will continue to receive all
employee and executive benefits he currently receives from the
company, Mr. Preda related.  Specifically, Mr. Denton is
entitled to, among other things:

   (a) a cash bonus of US$800,000 in recognition of his leading
       the company through its emergence from Chapter 11
       bankruptcy proceedings;

   (b) all vested accrued benefits as of December 31, 2008 in
       accordance with the provisions of the company's benefit
       plans, including his vested account balance under the
       company's 401(k) retirement plan, his vested accrued
       benefit under the company's defined benefit retirement
       plan and his vested accrued benefit under the company's
       2003 Supplemental Executive Retirement Plan;

   (c) conversion of any company owned life insurance policies
       covering him to individual policies;

   (d) a cash severance payment equal to US$1,600,000, of which
       US$626,667 will be payable in a lump sum on Jan. 2, 2009
       and the remainder will be payable in a lump sum on
       July 2, 2009;

   (e) health coverage and his eligible dependents at the same
       cost paid by other executive employees of the company for
       a period of up to 18 months.

   (f) a title to his company car; and

   (g) reimbursement for his reasonable legal fees in connection
       with the transition of his employment relationship and to
       continue to maintain Mr. Denton's coverage under the
       terms of the company's directors' and officers' liability
       insurance policy.

According to Mr. Preda, Mr. Denton has agreed that he will be
subject to the non-competition and non-solicitation provisions
contained in the company's 2003 Supplemental Executive
Retirement Plan through December 31, 2009, subject to certain
understandings regarding the scope of his obligations.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent       
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels. Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DURA AUTOMOTIVE: Names Tim Leuliette as President and CEO
---------------------------------------------------------
DURA Automotive Systems, Inc.'s board of directors has named
Timothy D. Leuliette president and CEO effective July 16, 2008.  
He succeeds Larry Denton, who elected to leave the company after
successfully leading DURA through a 20-month reorganization and
emergence from Chapter 11.

Mr. Leuliette, who was elected chairman of DURA upon its
emergence from bankruptcy on June 27, 2008, will relinquish that
role to Steven Gilbert.  Mr. Gilbert is senior managing director
and chairman of Sun Group (USA) and is also chairman of the
board of Gilbert Global Equity Partners, L.P., a billion dollar
private equity fund.  Mr. Leuliette, who founded Leuliette
Partners LLC, a financial services and investment company in
January 2008, was previously chairman and CEO of Metaldyne Corp.
and co-chairman and co-CEO of that company's parent Asahi Tec
Corp.

"The DURA team did a tremendous job of positioning the company
for the future," said Mr. Leuliette.  "DURA has emerged as
strong global company with a solid balance sheet, a lean, low-
cost global manufacturing footprint and leading-edge
technologies.  I want to thank Larry for his leadership and
vision in getting the company to this point.  I am pleased and
proud to join the DURA team and look forward to working with the
company's 13,000 employees to build an even stronger company."

"Tim brings tremendous experience and is an excellent choice to
lead DURA," said Denton, who has been president and CEO since
2003 and chairman since 2005.  "I am proud of the dedication and
support of our worldwide team, our customers, our suppliers and
other key partners.  Together we were able to build a strong
foundation that positioned DURA to grow in the global
marketplace.  I wish the team the best as it moves forward with
its innovation and growth objectives."

Mr. Denton will stay on and advise the company during the
transition.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent       
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels. Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DURA AUTOMOTIVE: Names S. Gilbert as Board of Directors Chairman
----------------------------------------------------------------
DURA Automotive Systems, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that the company's
Board of Directors elected Steven J. Gilbert as chairman.  

Mr. Gilbert replaces Timothy Leuliette upon DURA's emergence
from bankruptcy on June 27, 2008.  Mr. Leuliette will continue
to serve as a director of the company.

Mr. Gilbert, 61, is Senior Managing Director and Chairman of Sun
Group (USA), an investment firm, and is Chairman of the Board of
Directors of Gilbert Global Equity Partners, L.P., a private
equity fund.  From 1992 to 1997, he was the Founder and Managing
General Partner of Soros Capital L.P.  Mr. Gilbert has 35 years
of experience in private equity investing, investment banking
and law.  Mr. Gilbert has served as a director on the boards of
more than 25 companies over the span of his career, including
Office Depot, Inc., Magnavox Electronic Systems Company,
Affinity Financial Group, Inc., GTS-Duratek and Parker Pen
Limited.

During a meeting held on July 11, 2008, the DURA Board
authorized these annual compensation arrangements for the
company's directors:

      Chairman of the Board of Directors      US$85,000
      Chairman of the Audit Committee         US$80,000
      Chairman of the Compensation Committee  US$80,000
      Non-executive officer directors         US$75,000
      Executive officer directors             US$0
  
The Board also approved the payment of a US$195,000 cash bonus
to Theresa L. Skotak, DURA's chief administrative officer, in
recognition of her contributions in leading the company through
its reorganization and emergence from Chapter 11.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent       
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels. Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DURA AUTOMOTIVE: Pacificor LLC Reports 31.3% Equity Stake
---------------------------------------------------------
Pacificor LLC and its affiliates reported in a Schedule 13D
filing with the Securities and Exchange Commission that they are
deemed to beneficially own 2,262,724 shares of DURA Automotive
Systems, Inc.'s common stock:

                                           No. of       Equity
   Reporting Entity                     Shares Owned    Stake
   ---------------                      ------------    ------
   Pacificor LLC                           2,262,724     31.3%
   Pacificor Fund LP                         401,328      5.5%
   Pacificor II LP                           357,724      5.0%
   Pacificor Offshore Fund Ltd.              410,027      5.7%
   Michael Klein Administrative Trust      2,262,724     31.3%
   Pacificor Insurance Fund LP                     0        0%

As of June 27, 2008, about 7,234,060 shares of DURA common stock
were outstanding.

Pursuant to DURA's Revised Joint Plan of Reorganization, DURA
issued, in the aggregate, 2,262,724 shares of Common Stock to
Pacificor LLC and its affiliates, 1,093,645 shares of which were
issued to discretionary accounts managed by Pacificor in
exchange for unsecured claims arising from ownership of
US$60,472,000 in principal amount of DURA's 8.625% senior
unsecured notes plus unpaid interest.

Also pursuant to the Plan, DURA issued, in the aggregate,
907,017 shares of Series A Redeemable Voting Manditorily
Convertible Preferred Stock to Pacificor, 447,538 shares of
which were issued to discretionary accounts managed by
Pacificor.  The Convertible Preferred Stock is not a registered
security under the Securities and Exchange Act of 1934, as
amended.

Andrew B. Mitchell, CEO and chief investment officer of
Pacificor LLC, said that:

   -- 357,724 shares of Common Stock were issued to Pacificor
      Fund II pursuant to the Plan in exchange for unsecured
      claims arising from ownership of US$19,780,000 in
      principal amount of DURA's 8.625% senior unsecured notes
      plus unpaid interest;

   -- 410,027 shares of Common Stock were issued to Pacificor
      Offshore in exchange for unsecured claims arising from
      ownership of US$22,672,000 in principal amount of DURA's
      8.625% senior unsecured notes of DURA plus unpaid
      interest; and

   -- 401,328 shares of Common Stock were issued to Pacificor
      Fund pursuant to the Plan in exchange for unsecured claims
      arising from ownership of US$22,191,000 in principal
      amount of 8.625% senior unsecured notes of DURA plus
      unpaid interest.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent       
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsels for the Debtors'
bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsels. Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FIAT SPA: Fiat Group Inks Auto Financing Deal With Jaguar
---------------------------------------------------------
Fiat Group Automobiles Financial Services and Jaguar Land Rover
have signed an agreement for a cooperation in auto financing in
Europe.

Under the agreement, FGAFS, which is a 50%-50% joint venture
between Fiat Group Automobiles and Credit Agricole Group, will
progressively take on all Jaguar Land Rover’s financing
activities in ten Europe affiliates, covering retail auto
financing and dealer financing.  It is expected that the
transition period will be finished by June 2009.  

The agreement replaces the previous arrangement with Ford, whose
financial arm previously provided support to Jaguar and Land
Rover.

FGAFS was chosen by Jaguar Land Rover after a rigorous selection
process, involving ten potential providers, for its expertise in
automotive financing and its ability to offer Jaguar and Land
Rover branded products with competitive terms to customers and
dealers.  Credit Agricole Group will provide the funding to
FGAFS.

                      About Jaguar Land Rover

Jaguar Land Rover is a business built around two great British
car brands that design, engineer and manufacture in the U.K.  
The Jaguar Land Rover business employs some 16,000 people,
predominately in the U.K., including some 3,500 engineers at two
product development centers in Whitley, Coventry and Gaydon,
Warwickshire.  The business is a major wealth generator for the
UK with 78 percent of Land Rovers exported to 169 countries and
70 percent of Jaguars exported to 63 countries, with sales to
customers conducted principally through franchised dealers and
importers.

        About Fiat Group Automobiles Financial Services

Fiat Group Automobiles Financial Services has been created in
December 2006, continuing financial services activities to Fiat
Group Automobiles’ brands which were originally set up in 1925.
It finances dealers and more than 30% of total retail sales.  It
is present in 13 countries in Europe and manages, with 1.800
employees, a total portfolio of more than EUR15 billion.

                       About Fiat SpA

Based in Turin, Italy, Fiat SpA -- http://www.fiatgroup.com/--
designs, manufactures, and sells automobiles, trucks, wheel
loaders, excavators, telehandlers, tractors and combine
harvesters.  Outside Europe, the company has subsidiaries in the
United States, Japan, India, China, Mexico, Brazil, and
Argentina.

                         *     *     *

The company continues to carry Standard & Poor's Ratings
Services' BB long-term corporate credit rating.  The company
also carries B short-term rating.  S&P said the outlook is
stable.


FRONTIER AIRLINES: Denver Workers to Bear Brunt of 606 Job Cuts
---------------------------------------------------------------
Frontier Airlines has informed 606 employees that they will be
affected by the company's planned job cuts to deal with
weakening economy and rising fuel costs, The Denver Post
reported.

The 606 employees include:

   * 37 workers from the customer service facility in Las Cruces
     in New Mexico;

   * 113 administrative workers in Colorado; and
  
   * 456 flight attendants, pilots and other workers at the
     Denver International Airport.

As previously reported, Frontier announced it will phase out
seven aircraft from its Airbus fleet in mid-August and trim
seating capacity by 17% in September 2008.

In an e-mail to the Las Cruces Sun-News, Frontier spokesman
Steve Snyder said the 37 workers who received the two-month
notifications may not lose their jobs "if we can find other
solutions."

Frontier's Las Cruces call center has been in operation for
eight years.  Despite the imminent job cuts, Las Cruces'
operations will continue with its more than 100 employees.

According to Mr. Snyder, the airline's future decisions "will
likely be guided . . . by the price of oil."  Hence, another
spike in the price of oil could result in additional layoffs,
according to the reports.

             Frontier Confirms Employees' Pay Cuts

Mr. Snyder confirmed to The Las Cruces Sun-News that across the
board pay reductions have taken effect for all employees within
the company.

Specifically, the CEO took a 20% pay cut, while the rest of the
vice-presidents took a reduction of up to 20%.  Non-represented
employees had up to 10% of their salaries reduced, Mr. Snyder
told the newspaper.  Frontier is in negotiated concessions with
it's unions as well, the report said.

                   Frontier's Internal Memo

9News.com reported that it obtained a copy of Frontier's
internal memo relating to the job cuts "from an anonymous
source."

The memo stated:

"It's hard to believe it has only been about a month since we
announced our Chapter 11 reorganization.  It seems like a
lifetime ago with all the work that has taken place in such a
short time, and we are only at the beginning of a long journey
that will have its ups and downs.  Some of the more recent 'ups'
include the fact that we continue to see great demand for our
product.  We can also tell you that we have shared the story of
our future with more than 40 potential investors, and the
reception has been quite positive.  In addition, the bankruptcy
proceedings and the creditors' committee meetings have been very
smooth and absent of controversy.

However, at this critical time when we are trying to secure DIP
financing, we must show these potential investors and the
creditors' committee a viable business plan that will allow us
to operate in this challenging environment of rising oil costs.  
They need to see that we are doing everything possible in
relation to fuel costs and to improve Frontier Airlines
Holdings, Inc. bottom line.  Since we have entered bankruptcy,
fuel has increased from US$107/barrel to over US$122/barrel.  
This represents an annual increase in expenses of nearly 75
million dollars.  Unfortunately, these increases are no longer
offset by fuel hedges as our hedging agreements became invalid
when we entered bankruptcy.

Therefore, we need to make some significant changes to our cost
structure in order to achieve a non-fuel cost per available seat
mile (CASM) of 5.8 cents.  We have aggressively been eliminating
non-labor expenses as well as requesting cost reductions from
our suppliers and vendors.  Unfortunately, we cannot reach our
CASM ex fuel goal by only reducing non-labor expenses.  As a
point of necessity, we are going to have to reduce our labor and
benefit expenses very quickly.  We recently announced pay cut
reductions for the entire Frontier Airlines Holdings, Inc.
officer group effective May 1.  In addition, We are now asking
that all employees also take a pay reduction through September
2008.  At that time, we will review our financial situation and
the market conditions again.  We will also be suspending the
401(k) match for this period of time.

Frontier Airlines Inc. has been meeting with all of their union
groups to ask for their assistance in helping the Holding Group
achieve our cost goals.  Historically, Frontier Airlines
unionized and non-union employee groups have pulled together
during the tough times.  We are proud to say that once again,
most of Frontier Airlines union leaders have taken the urgency
of the situation to heart and are doing their part to help guide
us through the tougher times.  Both the pilot's union (FAPA) and
the dispatcher's union (TWU) have tentatively agreed to the
terms of the concessions and will be meeting with their
membership to review the details of the proposed concessions.  
Those concessions will still require ratification by the
members.

At this time Frontier Airlines has not been able to reach a
tentative agreement with the leadership for the Teamsters Union
that represents their mechanics.  However, because of the
challenges we face, we must still move forward.

Managers will be meeting with all of our employees during the
upcoming week to provide a detailed explanation of the specific
pay cuts for each workgroup.

We know that the news will be difficult for many of you, and
we know that everyone has been working extremely hard.  Please
be patient as we work through these challenging times together.  
In addition, we want to emphasize to you that we will revisit
these changes in September, and depending on the situation with
fuel and our own financials, we will decide if we are able to
restore a portion or all of the wage levels.

We want to also apologize for this letter coming out this
evening.  Our intention was to send this letter at the beginning
of the workday so that your management would be present to
discuss and answer any questions.  Unfortunately, the press
received information late today informing them of these
temporary wage reductions.  As we hope you are all aware we have
tried to be proactive and forthright in all of our dialogue with
you.  In this spirit we felt that the letter should be sent out
immediately.

Even though we are facing many headwinds we are still as focused
as ever and encouraged by the vast amount of progress that we
have made during the last eight months.  Without the dedication
and hard work by all of you this would not be the case.

Your support continues to be invaluable and appreciated.  Thank
you for your support in this effort.  Again, we know how hard
this is for everyone, and we hope you understand that we would
not be asking for these pay reductions if it wasn't absolutely
necessary for the longer term viability of Frontier Airlines
Holdings Inc."

                   About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 14
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and company is the Debtors' Communications Advisors.  At
Dec. 31, 2007, Frontier Airlines Holdings Inc. and its
subsidiaries' total assets was US$1,126,748,000 and total debts
was US$933,176,000.


FRONTIER AIRLINES: Amends Aircraft Sale Deal With VTB Leasing
-------------------------------------------------------------
Frontier Airlines Holdings Inc. entered into a Letter of Intent
with VTB Leasing to sell six of Frontier's 47 Airbus A319
aircraft to VTB Leasing for onward lease to Rossiya Airlines.  

This agreement amends an earlier agreement where VTB Leasing was
to purchase two A319 and two A318 aircraft.  Under the revised
agreement, VTB Leasing will not take delivery of the originally
agreed upon two A318 aircraft to be delivered in August and will
instead purchase an additional six A319 aircraft in August.

Frontier Airlines has also reached an agreement on other sale
leaseback transactions that further supplement its liquidity
position.  In total, Frontier will realize approximately
US$80 million in net proceeds from these transactions.

"This is another major step forward in strengthening our cash
position as we manage through our reorganization," Sean Menke,
Frontier president and chief executive officer, said.  "These
aircraft transactions, combined with the financing announced
last week and other liquidity initiatives the Company has
realized since early July, represent substantial progress in our
reorganization efforts."

                   About Frontier Airlines Inc.

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

The Debtor and its debtor-affiliates filed for Chapter 14
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and Company is the Debtors' Communications Advisors.  At
Dec. 31, 2007, Frontier Airlines Holdings Inc. and its
subsidiaries' total assets was US$1,126,748,000 and total debts
was US$933,176,000.


GROUP GICSA: Moody's Puts B1 Global Local Currency Issuer Rating
----------------------------------------------------------------
Moody's de Mexico assigned its MX-2 national scale rating and
its Not Prime global scale local currency rating to Grupo GICSA,
S.A. de C.V. for its proposed MXN600 million commercial paper
program, which will be used for working capital.  This debt will
be the only debt that is not associated with a specific
development or project.  The commercial paper program will be
outstanding for two years, with terms up to 360 days.  Moody's
also assigned a Baa1.mx national scale issuer rating, and a B1
global scale local currency issuer rating to the company.  The
outlook for the ratings is stable.  This is the first time
Moody's has rated Grupo GICSA, a private operator and developer
of real estate in Mexico.

According to Moody's, these ratings reflect the company's
business model as an owner and operator of a portfolio of
shopping centers, offices and industrial properties with
recurring leases as well as an existing development pipeline and
a sales revenue stream.  Grupo GICSA also has a well established
luxury residential sale business and a 50% JV for the
development and ownership of hotels.  The company has a well
diversified portfolio by property type, tenants and geography.  
The company has a strong management team with an average of more
than 15 years of experience in the Mexican real estate sector.  
These strengths are tempered by the entity's high leverage with
heavy reliance on property/development specific financing, some
speculative building and cash flows dependent on property and
unit sales, which creates volatility.

Moody's also noted that Grupo GICSA's liquidity and funding has
been managed on a non-recourse, project specific, secured debt
basis.  The company obtains construction financing for its
projects, which amortizes depending on the type of project.  Its
current debt maturity schedule is well laddered with no more
than approximately 6% of its total debt coming due in the next
three years.  The company's construction financing providers are
institutional long term investors.  However, like most companies
in Mexico, Grupo GICSA has no committed line of credit as a
backstop to its commercial paper program.  Nevertheless, the
company has generated free cash flows to cover its commercial
paper program by at least 1.5.  On the other hand, the company
has no unencumbered assets.  However, it does manage its cash-
flow well with enough internally managed cash-flow and funding
to meet its growth plans and pay all its debt service and it
does not pay a regular dividend.

Grupo GICSA has strong brand recognition in Mexico.  The company
has a high quality portfolio split as: the group operates
shopping centers, which have an aggregate GLA of 4.1 million
square feet, under regional, fashion and outlet center formats.  
Currently the company has six luxury residential projects under
development.  It has developed 16 office buildings with an
aggregate GLA of 3.9 million square feet.  It currently operates
thirteen buildings of which they own eleven.  The company has a
solid financed, albeit very large development pipeline which
represents 56% of its total assets.

Based on total investment the development pipeline is split 42%
shopping center, 49% luxury residential and 8% office.  The
company's portfolio occupancy averages in mid 90% and its lease
roll-over schedule is very manageable.  Nevertheless, the real
estate market in Mexico is very fragmented and highly
competitive and the company's large development pipeline
translates into funding and earnings risk. Its asset size,
however, is large by Mexican standards and average vs. U.S. real
estate operators, which somewhat mitigates this risk.

Nevertheless, Grupo GICSA's EBITDA has fluctuated substantially
due to its aggressive growth, through development mostly. Its
fixed charge coverage has fluctuated from 1.5 at its low to 1.9
at its high in the past three years.  This is a solid number for
a developer and commercial property owner rated B1.  Also, due
to the company's revenues and earnings capabilities, its EBITDA
margins have consistently been healthy.

The stable outlook incorporates Moody's expectation that the
company's credit metrics will continue to improve as the company
continues to enhance and grow its owned portfolio, while
prudently managing its development pipeline and at least
maintaining its operating margins.  The outlook also
incorporates Grupo GICSA's position as a leading owner, operator
and developer of real estate in Mexico.  Moody's will monitor
its opportunistic investment and growth strategy and the funding
of its growth strategy.

Moody's stated that upward rating movements will be predicated
upon continued successful progress in its development and growth
strategy accompanied by material improvements in the company's
credit profile including: increase in size closer US$4.5 billion
in total assets, fixed charge coverage including interest,
capitalized interest, principal amortization and JVs, closer to
3.0, and Debt/EBITDA closer to 4.0.  The company's aggressive
growth and funding strategy, coupled with its limited history of
accessing the public debt markets are challenges to ratings
improvement in the medium term.  Downward rating pressure on
both the global and national scales ratings would occur from any
significant missteps in its development pipeline or growth plans
causing a 10% or more of reduction in revenues.  In addition,
material mismanagement of its development pipeline, causing
returns to fall by more than 15%, its projected occupancies to
decline by more than 10% and deterioration in Grupo GICSA's
credit profile as follows: fixed charge coverage below 1.4 and
Debt/EBITDA close to 12.0, will also place downward ratings
pressure.

These ratings were assigned with a stable outlook:

   -- MX-2 national scale rating; Not Prime global scale local
      currency rating to the proposed MXN600 million commercial
      paper program

   -- Baa1.mx national scale issuer rating, and a B1 global
      scale local currency issuer rating
     
Based in Mexico City, Grupo GICSA S.A. de C.V. is an owner,
operator and developer of real estate in Mexico.  The company
owns a portfolio of shopping centers, offices and industrial
properties with recurring leases as well as an existing
development pipeline and a sales revenue stream.  It also has a
well established luxury residential sale business and a 50% JV
for the development and ownership of hotels.


HIPOTECARIA SU: Moody's Reviews Ba3 Rating For Possible Upgrade
---------------------------------------------------------------
Moody's de Mexico placed the A3.mx national scale issuer rating,
and the Ba3 global scale local currency issuer rating, of
Hipotecaria Su Casita, S.A. de C.V. under review for possible
upgrade.  According to Moody's, this rating action follows the
announcement that Spanish savings bank Caja Madrid has taken
full control of Mexican mortgage lender Su Casita after
shareholders approved the acquisition of the remaining 60% of
the company's share capital that the bank does not already own
in a transaction worth US$342 million (around EUR215 million).
Caja Madrid, which plans to keep on the Mexican company's
existing management team, is to incorporate Hipotecaria Su
Casita into its Corporacion Cibeles holding, which is set to
float on the stock exchange in the autumn.  Hipotecaria Su
Casita is Mexico's leading independent lender, with a market
share of 10%.  The transaction is pending regulatory approval
from government entities in Mexico and Spain.

Hipotecaria Su Casita's Ba3 global local currency and A3.mx
national scale ratings reflect its position as one of the
largest mortgage originators and servicers in Mexico, as well as
its stable profit margins and sound reserve policies.  The
company has grown its portfolio while maintaining the quality of
its mortgages.  Like all mortgage Sofoles, the company relies on
homebuilders and, to a lesser extent, on Sociedad Hipotecaria
Federal (SHF) for its business, 46% of its funding for the
origination of mortgages comes from SHF on an accumulated basis.

Since 2003 Hipotecaria Su Casita has significantly reduced its
reliance on SHF and now uses banks and the capital markets as
the primary sources for funding its loans.  The ratings also
incorporate the company's small size, with a modest asset
valuation and equity base.  Its effective leverage is high.  
However, it has a good corporate infrastructure, which includes
separation of duties across different business functions, as
well as clear and independent procedures for the origination and
servicing of loans.

In its review Moody's will assess the company's final position
within Caja Madrid's legal and operating structure, as well as
strategic and synergetic opportunities for both Hipotecaria Su
Casita and Caja Madrid.  In addition, Moody's will assess and
incorporate into the company's ratings any financial and other
support from the bank that could impact the Sofol's financial
profile in terms of capitalization, liquidity, and asset
quality.

These ratings were placed under review for possible upgrade:

   -- National scale issuer rating at A3.mx; global scale local
      currency issuer rating at Ba3.

   -- Ba3 senior unsecured debt rating

   -- Ba3 global scale local currency corporate family rating

Hipotecaria Su Casita, S.A. de C.V. (BMV: CASITA) is Mexico's
second largest specialized mortgage lending institution by
market share.  Its main function is to extend mortgage loans to
low-income individuals under the auspices of Sociedad
Hipotecaria Federal financing programs, and to provide
construction financing to developers of low-income housing.  It
controls approximately 18% of the mortgage market served by
Sofoles, based on total loan portfolio.  It has 107 offices in
Mexico.  Hipotecaria Su Casita was established in 1994.


MAXCOM TELECOM: Reserves US$250 Million for Future Investment
-------------------------------------------------------------
Business News Americas reported that Maxcom Telecomunicaciones,
S.A.B. de C.V. has reserved US$250 million for investment in the
next two years, Telegeography relates.

Telegeography notes that the company plans to expand its network
and will use the reserved funds, available through an IPO last
October 2007, for launching new services in Tehuacan and San
Luis Potosi this year, and two other cities in 2009.

According to Telegeography, Maxcom Chief Executive Officer, Rene
Sagastuy, has confirmed that the company will offer mobile
services as an MVNO, rather than obtain a full license.

Maxcom plans to get hold of 45,000 mobile subscribers at the end
of the month, Telegeography added, citing Mr. Sagustay.

Headquartered in Mexico City, Mexico, Maxcom Telecomunicaciones,
SA de CV, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom Telecomunicaciones
launched commercial operations in May 1999 and is currently
offering Local, Long Distance and Internet & Data services in
greater metropolitan Mexico City, Puebla and Queretaro.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Moody's Investors Service confirmed Maxcom
Telecomunicaciones, S.A. de C.V.'s corporate family rating at
B3.  At the same time, Moody's confirmed its B3 rating on the
company's US$200 million in Senior Unsecured notes due in 2014.  
Moody's said the outlook for all ratings is now positive.  
Moody's rating action concludes the review for upgrade initiated
in November 2007.


PORTOLA PACKAGING: Restructuring Plan Cues S&P's Default Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portola Packaging Inc. to 'D' from 'CCC-'.  In
addition, S&P lowered the senior unsecured ratings to 'D' from
'C'.  The downgrades follow Portola's announcement that it is
restructuring its capital structure through a prepackaged
Chapter 11 bankruptcy filing.  Before the default, the rating on
Portola's US$180 million 8.25% senior unsecured notes was two
notches below the corporate credit rating and the recovery
rating was '6', indicating the expectation for negligible (0% to
10%) recovery in the event of a payment default.

The company will continue to operate its facilities and offices
in the ordinary course of business while it restructures its
balance sheet and expects ongoing business relationships with
trade creditors, customers, and employees will not be affected.

"Importantly, the restructuring contemplates that all
obligations owed to trade creditors, suppliers, customers, and
employees in the ordinary course of business will be unimpaired
and unaffected by the restructuring," said Standard & Poor's
credit analyst Henry Fukuchi.
     
Pursuant to the restructuring, holders of the senior notes will
receive 100% of the common stock of the reorganized Portola in
exchange for their claims.  Wayzata is expected to be Portola's
controlling shareholder when it emerges from Chapter 11.  The
company expects the restructuring to be finalized through a
voluntary prepackaged bankruptcy filing under Chapter 11 of the
U.S. Bankruptcy Code beginning in early September 2008.  The
company anticipates that the restructuring process will be
completed by the end of October 2008.

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as
five-gallon polycarbonate water bottles.  In addition, the
company designs, manufactures and markets capping equipment for
use in high speed bottling, filling and packaging production
lines.  Portola is also engaged in the manufacture and sale of
tooling and molds used for blow molding.  The company has
locations in China, Mexico and Belgium.


SEMGROUP LP: Liquidity Issues Cue SEC's Probe on SemGroup Energy
----------------------------------------------------------------
The Securities and Exchange Commission is looking into SemGroup
Energy Partners, L.P., and its disclosure regarding the
liquidity issues of its parent, SemGroup LP.  SemGroup Energy,
which did not seek protection under Chapter 11, is the publicly
trading arm of SemGroup LP.

Specifically, the SEC, according to Tulsa World, told SemGroup
Energy that it will examine its documents and information
related to SemGroup LP's cash-flow problems and hedging mistakes
that culminated in the parent's bankruptcy filing.

The SEC's inquiry stems from the numerous shareholder lawsuits
filed against SemGroup Energy, its parent, and their officers
and directors, alleging, among other things, that:

   * SemGroup, its parent, and the D&O failed to disclose that
     between February 20 and May 8, 2008, the parent was engaged
     in high-risk crude oil hedging transactions that could
     affect its ability to continue as a going concern; or

   * the parent was suffering from liquidity problems.

SemGroup Energy also said in a filing with the SEC that it
received Grand Jury subpoenas from the U.S. Attorney's Office in
Oklahoma City, Oklahoma, directing the company to produce
financial and other records.

The Wall Street Journal, quoting a person familiar with SemGroup
LP's trading, related the company was an active trader that used
"risky, complicated trading techniques including options trades
that exposed it to greater risks if the market made big moves."  
The company disclosed with the Court in its Chapter 11 Petition
that it lose US$2,400,000,000 in oil futures transactions.

The Journal said creditors and bondholders are looking for
evidence that SemGroup LP was engaging in trading that wasn't
authorized or part of its normal hedging activities.  "What
disturbed lenders most is that there was a lot more trading
activity going on than what they believed was the case," Susheel
Kirpalani, Esq., at Quinn Emanuel Urquhart Oliver & Hedges LLP,
told the Journal.  Mr. Kirpalani, according to the Journal, is
seeking to represent the unsecured creditors of SemGroup LP.

Before SemGroup LP's Chapter 11 filing on July 22, 2008,
SemGroup Energy severed its ties with its parent.  SemGroup
Energy shareholders Manchester Securities Corp., and Alerian
Finance Partners, LP, took control of the company on July 18.

In a statement, Thomas Kivisto, co-founder and former chief
executive officer of SemGroup LP, told the media that he cannot
answer any pressing questions now that an investigation is under
way, Tulsa World related.  He, however, assured SemGroup
employees that "they will will regain their trust in what they
initially believe in" as facts regarding the collapse are
unveiled.

As of July 25, 2008, SemGroup Energy's common stock trades at
US$7.55 a piece.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream      
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and
consumers of crude oil, natural gas, natural gas liquids,
refined products and asphalt.  Services include purchasing,
selling, processing, transporting, terminaling and storing
energy.  SemGroup serves customers in the United States, Canada,
Mexico, Wales, Switzerland and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D.
Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P.
Services LLC.  Margot B. Schonholtz, Esq., and Scott D.
Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, represent
the Debtors' prepetition lenders.

The Debtors' consolidated, unaudited financial conditions as of  
June 30, 2007, showed US$5,429,038,000 in total assets and  
US$5,033,214,000 in total debts.  In their petition, they showed  
more than US$1,000,000,000 in estimated total assets and more
than US$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 3; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: BofA Sues Co-Founder Tom Kivisto Over US$15MM Loan
---------------------------------------------------------------
Bank of America sued Tom Kivisto, co-founder and former chief
executive officer of SemGroup LP, in the U.S. District Court for
the Northern District of Oklahoma, in connection with a
US$15,000,000 loan extended by the Bank to Mr. Kivisto in May
2006.

BofA alleged that reports relating to the financial difficulties
within SemGroup resulted to a drop in the stock prices of
SemGroup's affiliate, SemGroup Energy Partners, L.P., by 51.8%
in one day.  The reports, added with the information that Mr.
Kivisto had been replaced as president and chief executive
officer of SemGroup, quality as a "material adverse change
relating to the value of the security interest in SemGroup and
Mr. Kivisto," BofA asserted.

The occurrence of a material adverse effect on the condition of
the borrower, guarantor, or the SemGroup partnership constitutes
a default under the provisions of the Credit Agreement, Joe
Edwards, Esq., at Day, Edwards, Propester, & Christensen, P.C.,
in Oklahoma City, Oklahoma, argued on behalf of BofA.

Mr. Edwards asserted that Mr. Kivisto owed BofA US$12,800,000,
as well as $47,303 in interest on the Loan.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream      
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and
consumers of crude oil, natural gas, natural gas liquids,
refined products and asphalt.  Services include purchasing,
selling, processing, transporting, terminaling and storing
energy.  SemGroup serves customers in the United States, Canada,
Mexico, Wales, Switzerland and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D.
Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P.
Services LLC.  Margot B. Schonholtz, Esq., and Scott D.
Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, represent
the Debtors' prepetition lenders.

The Debtors' consolidated, unaudited financial conditions as of  
June 30, 2007, showed US$5,429,038,000 in total assets and  
US$5,033,214,000 in total debts.  In their petition, they showed  
more than US$1,000,000,000 in estimated total assets and more
than US$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 3; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: May Hire Kurtzman Carson as Claims and Notice Agent
----------------------------------------------------------------
SemGroup L.P. and its debtor-affiliates have more than 5,000
creditors in their Chapter 11 cases, according to John H.
Knight, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, proposed counsel for the Debtors.  It will be time-
consuming and burdensome for the U.S. Bankruptcy Clerk's Office
to send notices to those creditors, and to receive, docket, and
maintain proofs of claim, he contended.

Thus, at the Debtors' behest, the U.S. Bankruptcy Court
permitted them to employ Kurtzman Carson Consultants, LLC, as
their claims, noticing and balloting agent, as well as their
solicitation and disbursing agent.

According to Mr. Knight, KCC is a nationally recognized
specialist in complex Chapter 11 cases, and has vast experience
in noticing and claims administration.  KCC is well qualified to
assist the Debtors' Chapter 11 case in terms of noticing, claims
processing, and other administrative tasks, he added.

As claims, noticing, and balloting agent, KCC will:

  (a) notify potential creditors of the Debtors' Chapter 11
      filing and set the first meeting of creditors pursuant to
      Section 341(a) of the Bankruptcy Code;

  (b) notify parties-in-interest of requests for first day
      relief, as well as the first day hearing agenda;

  (c) prepare and serve documents on the Debtors' behalf;

  (d) maintain copies of the Debtors' schedules of assets and
      liabilities and their statements of financial affairs;

  (e) notify creditors of their claims;

  (f) docket all claims received and maintain the official
      claims register on behalf of the Bankruptcy Clerk's
      Office;

  (g) maintain an updated mailing list for all entities that
      have filed proofs of claim or proofs of interest;

  (h) provide public access for examination of copies of the
      proofs of claim or proofs of interest;

  (i) create and maintain a public access website containing
      relevant case information;

  (j) record all claims transfers pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy;

  (k) comply with conditions and requirements prescribed by the
      Clerk's Office or the Court;

  (l) provide other claims processing, noticing, balloting, and
      related administrative services;

  (m) record all transfers of claims and provide any notices of
      those transfers as required by Rule 3001 of the Federal
      Rules of Bankruptcy Procedure;

  (n) make changes in the Claims Register pursuant to Court
      order;

  (o) upon completion of the docketing process for all claims
      received by the Clerk's Officer, turn over to the Clerk's
      Office copies of the Claims Register for review;

  (p) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim;

  (q) establish and maintain a case Web site with case
      information, including key dates, service lists, and free
      access to the case docket within three days of docketing;

  (r) if requested, assist with, among other things, the
      solicitation and the calculation of votes and
      distributions as required in furtherance of confirmation
      and consummation of any plan of reorganization; and

  (s) 30 days prior to the close of the Chapter 11 cases, submit
      an order dismissing the firm as the Court's agent and
      terminating the firm's services upon completion of its
      duties.

KCC will charge the Debtors for its services in accordance with
a services agreement, entered into by the parties on July 20,
2008.

James M. Le, chief operating officer for KCC, assures the Court
that neither KCC nor its employees has any adverse interest to
the Debtors' estates.  He adds that KCC is a "disinterested
person" as the term is defined in Section 101(14).

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream      
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and
consumers of crude oil, natural gas, natural gas liquids,
refined products and asphalt.  Services include purchasing,
selling, processing, transporting, terminaling and storing
energy.  SemGroup serves customers in the United States, Canada,
Mexico, Wales, Switzerland and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D.
Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P.
Services LLC.  Margot B. Schonholtz, Esq., and Scott D.
Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, represent
the Debtors' prepetition lenders.

The Debtors' consolidated, unaudited financial conditions as of  
June 30, 2007, showed US$5,429,038,000 in total assets and  
US$5,033,214,000 in total debts.  In their petition, they showed  
more than US$1,000,000,000 in estimated total assets and more
than US$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 3; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: Bominflot Wants Stay Lifted to Pursue Payment
----------------------------------------------------------
Bominflot Atlantic, L.L.C., which markets bunker fuel to marine
vessels, entered into a sale contract with Debtor SemMaterials,
L.P., on July 8, 2008, for the sale of 7,507 barrels of fuel
oil, totaling US$837,015.  At SemMaterials' direction, the Fuel
Oil was transferred from Bominflot's Shore Tank 603 to Shore
Tank 701, located at a tank storage facility in Chesapeake,
Virginia.  The transfer took place from July 9 to July 10.

Pursuant to the invoice of the transaction, payment was due on
July 18.  Upon learning of the Debtors' liquidity troubles,
Eugene Owen, Bominflot's vice-president, called SemMaterials to
confirm whether the Invoice will be paid, Carl D. Neff, Esq., at
Fox Rothschild LLP, in Wilmington, Delaware, related.  Kevin
Clement, SemMaterials' vice-president of supply and marketing,
informed Mr. Owen that the Invoice will be paid in full on
July 18, in accordance with the contractual terms on the
Invoice.  On July 18, SemMaterials furnished Bominflot with a
copy of a completed and approved wire transfer request dated
July 17, for US$837,015.

Mr. Neff stated that SemMaterials approved the wire transfer
request at a time when its ability to consummate the transfer of
funds was highly questionable.  Bominflot relied on the wire
transfer request and SemMaterials's representations, and
deferred any further action to take control of the Fuel Oil.  
However, on July 18, Bominflot requested the tank storage
facility to hold any transfer of the Fuel Oil pending
Bominflot's exercise of its legal and equitable remedies.

Mr. Neff related that when the wire transfer failed to occur,
Bominflot demanded the immediate return of the Fuel Oil.  
Bominflot determined that SemMaterials had no intention to pay
the Invoice or return the Fuel Oil.  On July 21, Bominflot
commenced a proceeding in the Circuit Court for the City of
Chesapeake, Virginia, seeking (i) to compel the return of the
Fuel Oil under applicable state law; (ii) to enforce its
reclamation rights; (iii) damages for breach of contract; and
(iv) damages for fraud and conversion.

Mr. Neff argued that SemMaterials misrepresented its solvency,
and engaged in activities that created a constructive trust
under Virginia law.  He stated that recent volatility in the
energy markets has caused a material deterioration in the value
of Bominflot's interest in the Fuel Oil.

Accordingly, Bominflot asked the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay under Section
362(d)(1) of the Bankruptcy Code, and demands that SemMaterials
provide adequate protection, in the form of cash payments in
compensation for decrease in value of the interest in the
property, or additional or replacement liens.

Bominflot also filed with the Bankruptcy Court a notice of claim
reclamation in the Debtors' Chapter 11 cases.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream      
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and
consumers of crude oil, natural gas, natural gas liquids,
refined products and asphalt.  Services include purchasing,
selling, processing, transporting, terminaling and storing
energy.  SemGroup serves customers in the United States, Canada,
Mexico, Wales, Switzerland and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D.
Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P.
Services LLC.  Margot B. Schonholtz, Esq., and Scott D.
Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, represent
the Debtors' prepetition lenders.

The Debtors' consolidated, unaudited financial conditions as of  
June 30, 2007, showed US$5,429,038,000 in total assets and  
US$5,033,214,000 in total debts.  In their petition, they showed  
more than US$1,000,000,000 in estimated total assets and more
than US$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 3; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: JMA Energy Seeks US$3.4MM Payment on Purchased Oil
---------------------------------------------------------------
JMA Energy Company, L.L.C., sells and markets oil and gas from
wells in the State of Oklahoma, pursuant to various operating
agreements and pooling orders of the Oklahoma Corporation
Commission.  Under an agreement between JMA Energy and SemCrude,
L.P., SemCrude will remit payments to JMA Energy for purchased
oil on the 20th day of the month following the delivery of the
oil.  JMA Energy has sold oil to SemCrude since August 2004.

Representing JMA Energy, Michael J. Joyce, Esq., at Cross &
Simon, LLC, in Wilmington, Delaware, told the U.S. Bankruptcy
Court for the District of Delaware that US$3,465,347 is due for
oil sold in June and July 2008, which amount includes US$249,423
for taxes payable by the Debtors to the state of Oklahoma.

Pursuant to Section 548 of the Oklahoma Oil and Gas Owners' Lien
Act, JMA Energy holds a security interest in the Purchased Oil,
which extends to all proceedings resulting from any sale of the
Purchased Oil, Mr. Joyce stated.  Any cash received by SemCrude
under the sale of the Purchased Oil constitutes cash collateral,
he asserted.

JMA Energy has not consented to any sale of that cash
collateral, Mr. Joyce told the Court.  He conceded that if
SemCrude uses payment from the sale of the Purchased Oil, JMA
Energy may lose its security interest.  SemCrude has not
informed JMA Energy of any disposition of the Purchased Oil, he
added.

Accordingly, JMA Energy asked the Court to:

     (i) determine that it holds a valid first and prior
         security interest and lien in the Purchased Oil and the
         proceeds from any sale or disposition of the Purchased
         Oil;

    (ii) determine the amount of its secured claim, and that
         proceeds from any sale of Purchased Oil can only be
         used to pay JMA Energy, and are not property of
         SemCrude's estate;

   (iii) segregate and sequester the property subject to its
         security interest;

    (iv) require SemCrude to provide an accounting regarding the
         sale and disposition of the Purchased Oil, identifying
         any unsold oil in SemCrude's possession, the entity
         that acquired oil, the terms of the sale, the status of
         payments in connection with the sale; and

     (v) require SemCrude to turn over all property representing
         the Purchased Oil, or any cash, funds on deposit, or
         other proceeds related to the Purchased Oil.

JMA Energy has filed with the Court a notice of lien perfection
of the security interest in the Debtors' Chapter 11 cases.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream      
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and
consumers of crude oil, natural gas, natural gas liquids,
refined products and asphalt.  Services include purchasing,
selling, processing, transporting, terminaling and storing
energy.  SemGroup serves customers in the United States, Canada,
Mexico, Wales, Switzerland and Vietnam.

SemGroup L.P. and its debtor affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D.
Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P.
Services LLC.  Margot B. Schonholtz, Esq., and Scott D.
Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, represent
the Debtors' prepetition lenders.

The Debtors' consolidated, unaudited financial conditions as of  
June 30, 2007, showed US$5,429,038,000 in total assets and  
US$5,033,214,000 in total debts.  In their petition, they showed  
more than US$1,000,000,000 in estimated total assets and more
than US$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 3; Bankruptcy Creditors'  
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.



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

CENTENNIAL COMM: Reports US$25 Mln Net Income in 2008 Fiscal Yr.
----------------------------------------------------------------
Centennial Communications Corp. earned US$12.9 million on net
revenues of US$258.7 million for the three months ended May 30,
2008, compared to net income of US$5.2 million on net revenues
of US$228.2 million for the same period of 2007.

For the full year of 2008, the company reported US$25 million of
net income on US$1 billion of net revenues compared to a net
loss of US$31.6 million on net revenues of US$911.9 million in
2007.

"In the U.S., we move into fiscal 2009 with a high-quality
customer base that supports strong retail cash flow growth,"
said Michael J. Small, Centennial's chief executive officer.  
"We'll continue to invest in our network, retail distribution
presence and front-line Associates to showcase our strengths."

Small continued, "In Puerto Rico, we've introduced new unlimited
rate plans to give our customers a full menu of choices, and
we'll make targeted investments in fiscal 2009 to fortify a good
competitive position by emphasizing our premium brand with
customers who are heavy users of wireless service.  We're also
leveraging our strong collection of assets in the residential
and enterprise markets to capitalize on emerging bandwidth
growth in a way that very few players can."

Fiscal 2009 Outlook:

  -- As of June 1, 2008, the company discontinued its loaned
     phones program in its Puerto Rico wireless operations due
     to a variety of competitive factors.  Under the program, in
     which Centennial retained title to the customer handsets,
     phones were appropriately capitalized and depreciated over
     18 months and accordingly not deducted in calculating AOI.
     With the discontinuation of the loaned phones program,
     phones will be exclusively sold to customers and charged to
     the cost of equipment sold and deducted in calculating AOI.
     In fiscal 2008, approximately US$18.4 million in phone
     expenditures were capitalized, while no phone expenditures
     will be capitalized in fiscal 2009.  The company's fiscal
     2009 outlook was prepared in consideration of the
     discontinuation of the program and relevant comparisons to
     historical results have been adjusted to enable
     comparability.

  -- The company expects consolidated AOI from continuing
     operations between US$395 million and US$415 million for
     fiscal 2009, excluding approximately US$12 million of
     projected stock-based compensation expense based on stock
     options outstanding as of May 31, 2008.  Consolidated AOI
     from continuing operations for fiscal year 2008 would have
     been US$385.7 million if adjusted for the discontinuation
     of the loaned phones program in the company's Puerto Rico
     wireless operations.  The company has notincluded a
     reconciliation of projected AOI because projections for
     some components of this reconciliation are not possible to
     forecast at this time.

  -- The company expects U.S. wireless roaming revenue to
     decline between US$10 million and US$15 million during
     fiscal 2009.  U.S. wireless roaming revenue for fiscal 2008
     was US$58.3 million.

  -- The company expects capital expenditures will be
     approximately US$130 million for fiscal 2009 including
     roughly US$15 million to partially upgrade its U.S.
     wireless network to next-generation (3G) technology.
     Capital expenditures including spectrum acquisition costs
     for fiscal 2008 would have been US$118.7 million if
     adjusted for the discontinuation of the loaned phones
     program in the Company's Puerto Rico wireless operations.

                 About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications
Corp. (NASDAQ: CYCL) -- http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 387,500
access lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

                        *     *     *

In July 2007, Standard & Poor's Ratings Services raised its
ratings on Wall, New Jersey-based Centennial Communications
Corp., including the corporate credit rating, which was raised
to 'B' from 'B-'.

At Nov. 30, 2007, the company's balance sheet showed
US$1.3 billion in total assets, US$2.4 billion in total
liabilities, and US$4.6 million in minority interest
in subsidiaries, resulting in a US$1.0 million total
stockholders' deficit.


JETBLUE AIRWAYS: Posts US$7.0 Million Net Loss in Second Quarter
----------------------------------------------------------------
JetBlue Airways Corp. reported a net loss of US$7.0 million for
the second quarter ended June 30, 2008, compared with net income
of US$21.0 million in the same period of 2007.

Operating revenues for the quarter totaled US$859.0 million,
representing growth of 17.7% over operating revenues of
US$730.0 million in the second quarter of 2007.  The increase in
operating revenues was primarily due to a 14%, or
US$96.0 million, increase in passenger revenues.  

Operating revenue per available seat mile for the quarter
increased 13% over the same period in 2007.  The company's  
average fares for the quarter increased 13% over 2007 to US$138,
while load factor declined 2.9 points to 80.6% from a year ago.

Operating expenses increased 28%, or US$181.0 million, over the
same period in 2007, primarily due to higher fuel prices and
increased capacity.  Operating capacity increased 4% to 8.4
billion available seat miles due to having 13 additional average
aircraft in service during 2008.  Operating expenses per
available seat mile increased 23% to 9.99 cents for the three
months ended June 30, 2008.  Excluding fuel, cost per available
seat mile for the three months ended June 30, 2008, was 5%
higher compared to the same period in 2007.

Operating income for the three months ended June 30, 2008, was
US$21.0 million compared to US$73.0 million for the same period
last year.

Interest expense decreased 4%, or US$3.0 million, to
US$53.0 million primarily due to the impact of lower interest
rates and the retirement of debt associated with sold aircraft
partially offset by the financing of 15 additional aircraft.  

Pre-tax loss for the quarter was US$10.0 million, compared with
pre-tax income of US$43.0 million in the year-ago period.

                 Liquidity and Capital Resources

At June 30, 2008, the company had unrestricted cash and cash
equivalents of US$846.0 million compared to cash and cash
equivalents of US$190.0 million at Dec. 31, 2007.  Cash flows
from operating activities were US$105.0 million for the six
months ended June 30, 2008, compared to US$219.0 million for the
six months ended June 30, 2007.  The decrease in operating cash
flows was primarily the result of a 50% higher price of fuel in
2008 compared to 2007.

At June 30, 2008, the company had no lines of credit other than
one short-term borrowing facility for certain aircraft
predelivery deposits.  At June 30, 2008, the company had
US$30.0 million in borrowings outstanding under this facility.

At June 30, 2008 the company had total long-term debt and
capital lease obligations, indluding current maturities, of
US$3.3 billion, compared to US$3.0 billion at Dec. 31, 2007.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet
showed US$6.5 billion in total assets, US$5.1 billion in total
liabilities, and US$1.4 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with US$1.3 billion in total current
assets available to pay US$1.4 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available
for free at http://researcharchives.com/t/s?3030

                      About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-
point routes.  As of Dec. 31, 2007, the company served 53
destinations in 21 states, Puerto Rico, Mexico and the
Caribbean.

JetBlue currently serves 53 cities with 600 daily flights.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 25, 2008, Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of JetBlue
Airways Corp. to Caa2 from Caa1, as well as the ratings of its
outstanding corporate debt instruments and certain Enhanced
Equipment Trust Certificates.  Moody's said the outlook is
negative.


ORIENTAL FINANCIAL: Earns US$14.4 Mil. in Quarter Ended June 30
---------------------------------------------------------------
Oriental Financial Group Inc. has reported net income of
US$14.4 million for the three months ended June 30, 2008,
compared to net income of US$6.4 million for the same period of
2007.

Oriental’s second quarter 2008 results did not include any
meaningful pre-tax gains or losses from the sale of securities,
derivatives, other investments or foreclosed real estate, which
benefited the year ago quarter by approximately US$1.3 million
and the trailing quarter by US$1.4 million; or income tax
benefits, which added US$2.5 million to the results for the
trailing quarter.

                     Commentary and Outlook

“The strategies we have in place enabled us to continue to
perform well despite the turbulent credit markets and the
recession in Puerto Rico,” said Jose Rafael Fernandez, President
and Chief Executive Officer.  “Looking ahead, Oriental is well
positioned to continue to benefit from its strategies.”  He said
highlights for the second quarter included:

   -- The sixth consecutive quarter of net interest margin
      improvement, to 1.90% from 1.40% in the year ago quarter
      and 1.68% in the previous quarter Significant reduction in
      cost of funds to 4.01%, down 9.7% from the year ago
      quarter and down 4.8% from the previous quarter

   -- Growth in loan originations, which totaled $92.6 million
      for the second quarter, representing increases of 7.2%
      from the year ago quarter and 39.8% from the previous
      quarter, while maintaining high credit quality

   -- The first sequential quarter reduction in non-performing
      loans in two years, the smallest sequential quarter
      increase in non-performing assets in the same time period,
      and a continued low level of net credit losses Sequential
      quarter increases of regulatory capital ratios

   -- A continued year over year increase in profitability even
      though the Group’s total assets are at the same level as
      at December 31, 2007 and slightly lower than at March 31,
      2008

                   Balance Sheet Highlights

Total interest earning assets of approximately US$5.9 billion
increased 17.1% over a year ago and declined 1.5% from the end
of the previous quarter.  Year over year, the investment
securities portfolio grew 24.4% in line with management’s
strategy of supplementing the generally low level of loan
originations in 2007 with the purchase of investment securities
at a favorable spread.

During the last twelve months the held to maturity (HTM)
investment portfolio was reduced by US$526.4 million, due to
maturities and repayments, with the proceeds principally
reinvested in the available for sale (AFS) investment portfolio
at more favorable spreads.  Sequentially, investment securities
balances declined 2.5% due to repayments of securities in both
the HTM and AFS portfolios and mark to market of securities in
the AFS portfolio.

Total loans, net, declined 4.2% year over year, but increased
2.8% from the end of the preceding quarter.  Mortgage
originations for the quarter of US$75.5 million were up 113.6%
from the year ago quarter and 69.5% from the previous quarter,
with an average FICO score of 719 and an average loan to value
ratio of 82%. Rebounding from a year ago, commercial
originations continued in the US$15 million range as in the
previous quarter.

During the second quarter of 2008, the company used a
US$117.4 million increase in wholesale certificates of deposit
as a more economical and flexible alternative for replacing
higher cost retail deposits and short-term repurchase
agreements.  The change in funding mix, along with lower
interest rates, helped to reduce total interest expense as
compared to the previous quarter.

                         Credit Quality

Non-performing loans declined 0.48% during the quarter.  Net
credit losses year to date remain even with the year ago period
at 0.33% of average loans outstanding.  The allowance for loan
losses stood at US$11.9 million (0.97% of total loans) at June
30, 2008, compared to US$11.1 million (0.93% of total loans) at
March 31, 2008.

Based on the Group’s historical performance, Oriental does not
expect its non-performing loans to convert into significantly
higher losses as most are well-collateralized with adequate
loan-to-value ratios.  The Group follows a conservative
residential mortgage lending policy, with more than 90% of its
residential mortgage portfolio consisting of fixed-rate, fully
amortizing, fully documented loans that do not have the level of
risk associated with subprime loans.  Furthermore, Oriental has
never been active in negative amortization loans or adjustable
rate mortgage loans.

                             Capital

Stockholders’ equity of US$301.2 million at June 30, 2008 is
down 3.9% from a year ago and 11.1% from March 31, 2008.  The
change reflects a reduction in the fair value of the AFS
portfolio, primarily due to the widening of credit spreads in
the second quarter of 2008.  The Group has the intent and
ability to hold all of the securities in its investment
portfolio with unrealized losses at June 30, 2008 until a period
of time sufficient to allow for the recovery of their fair value
up to or beyond their cost, and closely monitors them for any
change in value that may be considered to be other than
temporary.

The Group maintains capital ratios comfortably in excess of
regulatory requirements.  At June 30, 2008, the Leverage Capital
Ratio was 6.80% (1.7 times the minimum of 4.00%), the Tier I
Risk-Based Capital Ratio was 17.26% (4.3 times the minimum of
4.00%), and the Total Risk-Based Capital Ratio was 17.76% (2.2
times the minimum of 8.00%).

                    About Oriental Financial

Oriental Financial Group Inc. (NYSE: OFG) --
http://www.www.orientalfg.com/-- is a diversified financial
holding company operating under U.S. and Puerto Rico banking
laws and regulations.  Oriental provides comprehensive financial
services to its clients throughout Puerto Rico and offers third
party pension plan administration through its wholly owned
subsidiary, Caribbean Pension Consultants, Inc.  The group's
core businesses include a full range of mortgage, commercial and
consumer banking services offered through 25 financial centers
in Puerto Rico, as well as financial planning, trust, insurance,
investment brokerage and investment banking services.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 25, 2008, Standard & Poor's Ratings Services affirmed its
'BB+' long-term counterparty credit rating on Puerto Rico-based
Oriental Financial Group.  At the same time, S&P revised the
outlook to stable from negative.



===============
S U R I N A M E
===============

BURGER KING: Launches Restaurant in Suriname
--------------------------------------------
Burger King Corp. has awarded development rights in Suriname to
the following franchise developers: Shanker Persaud, Anil
Raghoebarsingh, Sanjay Raghoebarsingh and Armand Van Alen.  The
first BURGER KING(R) restaurant to be launched by the new
franchise developers in Suriname is expected to open during the
second half of calendar 2008 in the capital city of Paramaribo.  
The 650 square-meter, two-story, freestanding restaurant will
include Wi-Fi access, a state-of-the-art indoor playground,
lounge area and coffee counter.  Additional restaurant openings
throughout the country are scheduled during the next three
years.

"Suriname is a valuable market in our strategic mission to
expand our footprint into South America,” stated Armando
Jacomino, president, Latin America & Caribbean, Burger King
Corp.  “With their strong marketing and operational background,
we believe our new franchise developers are well suited to
successfully grow the BURGER KING(R) brand in Suriname.”

Sanjay Raghoebarsingh, franchise developer for Suriname said,
“We know Suriname consumers well and we are confident that they
will truly enjoy the taste of the hot and fresh, flame-broiled
WHOPPER(R) sandwich made-to-order and other BURGER KING(R) menu
offerings.  We are excited to have the opportunity to launch the
BURGER KING(R) brand in Suriname and allow consumers to HAVE IT
YOUR WAY(R).”

Headquartered in Miami, Florida, The Burger King --
http://www.burgerking.com/-- operates more than 11,000
restaurants in more than 60 countries and territories worldwide.
Approximately 90% of Burger King restaurants are owned and
operated by independent franchisees, many of them family owned
operations that have been in business for decades.  Burger King
Holdings Inc., the parent company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific
Group, Bain Capital and Goldman Sachs Capital Partners.

Burger King Corp. operates restaurants in the Latin American,
Caribbean and Mexican Region.  The company's first international
restaurant opened in 1963 in Puerto Rico.  Since 1994, Burger
King has opened more than 300 restaurants in the Latin American
region, producing some of the strongest comparable store sales
growth for the brand around the world.  Burger King(R)
restaurants in Latin America serve approximately 1,600 customers
per day each, making them some of the highest volume restaurants
in the system.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency revised
its Corporate Family Rating for Burger King Corp. to Ba3 from
Ba2.

Additionally, Moody's held its Ba2 ratings on the Company's
US$150 million Senior Secured Revolver Due 2011 and
US$250 million Senior Secured Term Loan.



===============================
T R I N I D A D  &  T O B A G O
===============================

HINDU CREDIT: President Regrets Not Liquidating Firm Earlier
------------------------------------------------------------
Hindu Credit Union Co-Operative Society Ltd.'s President Harry
Harnarine has regretted not liquidating and closing the company
in 2004, Asha Javeed at The Trinidad Guardian reports.

According to The Guardian, Mr. Harnarine said, “I should have
liquidated and closed the company in 2004 when the run began.  
But I tried to hold on and turn it around and look at it today.”

Hindu Credit at its peak had over 190,000 members and a
US$1.1 billion asset base, The Guardian says, citing Mr.
Harnarine.  Now the firm has debts of about US$776 million and
the High Court of Trinidad and Tobago has appointed a
liquidator, the company's president added.

As reported in the Troubled Company Reporter-Latin America on
July 28, 2008, the High Court of Trinidad and Tobago granted the
government full control of Hindu Credit as the company faces
financial difficulties, leaving depositors in limbo despite
requests from lawyers.  In June 2008, chartered accountants
Ernst and Young inspected Hindu Credit's books, accounts, and
records after a public outcry and calls for an internal audit.
Charles Mitchell, the Commissioner for Co-Operative Development,
represents Hindu Credit's depositors.

The Guardian states that while Hindu Credit has US$623 million
in assets, its liabilities include:

          -- US$700 million in members' deposits/shares;
          -- a US$24 million loan from Exim Bank, USA;
          -- a US$12 million loan from Intercommercial Bank; and
          -- US$35 million in mortgage from Clico.

Mr. Harnarine said that about 900 workers have been laid off,
The Guardian notes.

The report says that Mr. Harnarine was accused of misuse of
company funds for personal gain, mismanagement of the
organization's funds, and loans policy breaches.  Mr. Harnarine
admitted that loans were easily given with lower interest rates
than what credit unions would normally charge.

The Guardian relates that Hindu Credit's valuations of its
properties may have been overinflated, as Ernst & Young devalued
its assets by almost 50%.  The land that Hindu Credit valued at
US$55 million was valued at US$25 million by the auditors.  
According to a June 2007 report by an inspection team, the
firm's HCU Convention Centre was valued at US$1 million in
November 2001, while the property was bought by a Hindu Credit
member in March 2002 for US$710,000 and was sold to Hindu Credit
for US$2.5 million seven months later.  

Hindu Credit still owes US$7 million for the twin towers at
Mulchan Seuchan Road in Chaguanas that it bought for
US$16.9 million in June 2003, The Guardian notes, citing the
June 2007 report by an inspection team.  A director at Hindu
Credit and a businessman who first owned the property entered
into a Memorandum of Understanding dated Jan. 22, 2005, to form
a limited liability company called World Select Gem Ltd., with a
share capital of US$16.9 million.  The director and businessman
now owned the property.

Mr. Harnarine said that Hindu Credit reached a deal with the
Government for the Ministry of Public Administration to buy the
firm's Chaguanas head office and Convention Center for
US$250 million in assets, but the government only offered
US$42 million, The Guardian states.  According to Mr. Harnarine,
a company called CL Financial was also supposed to inject some
US$200 million into Hindu Credit.  Instead, that company offered
US$160 million in policies to Hindu Credit shareholders, Mr.
Harnarine added.

The Guardian reports that CL Financial acquired the site for a
media center opposite the Medford Flyover, two buildings along
the Mulchan Seuchan Road, and a printing press Hindu Credit
bought to print newspapers.  The firm's subsidiary, Health Net,
took over the Sajeevan office on Endeavour Road.

Headquartered in Borough, Chaguanas, Hindu Credit Union Co-
Operative Society Limited -- www.ourhcu.com -- has an asset base
of over US$1.7 billion and a membership totaling over 200,000.



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

CHRYSLER LLC: Fitch Junks Rating on Retail Financing Restriction
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of
Chrysler LLC to 'CCC' from 'B-'.  The Rating Outlook is
Negative.  The downgrade reflects Chrysler's restricted access
to economic retail financing for its vehicles, which is expected
to result in a further step-down in retail volumes.  Lack of
competitive financing is also expected to result in more costly
subvention payments and other forms of sales incentives.  Fitch
is also concerned with the state of the securitization market
and the ability of the automakers to access this market on an
economic basis over the near term, given the steep drop in
residual values, higher default rates, higher loss severity
being experienced and jittery capital markets.

Chrysler Financial is currently in the midst of renewing its
financing facilities.  The higher costs associated with any
renewal will make it more challenging to provide competitive and
economic financing of retail sales.  Given the challenges in the
bank, auto and capital markets, it is unlikely that third-party
financing will step in to fully replace lost volumes.  Higher
sales incentives are also unlikely to close this gap, resulting
in lower production volumes at Chrysler.

Fitch expects that Chrysler's liquidity will remain adequate for
the next 12 months, and the company has moved aggressively to
reduce its fixed cost structure.  However, the rapid decline in
industry sales volumes, coupled with the continuing steep rise
in commodity prices, will continue to result in negative cash
flow at least through 2009.  In the event that 2009 industry
volumes remain flat or deteriorate versus 2008, Fitch expects
that Chrysler could reach minimum required levels to finance
ongoing operations in the second half of 2009.  This could be
accelerated in the event that suppliers or retail customers
become concerned with Chrysler's financial condition and
restrict trade credit or reduce retail purchases.  Liquidity was
recently boosted by a US$2 billion term loan, but further
financing is unlikely and any asset divestitures are limited.

Chrysler's sales volumes have plummeted in 2008, reflecting weak
economic conditions, a product lineup that remains misaligned
with market demand, and strategic efforts to reduce inventories
and daily rental volumes.  New products, including a refreshed
minivan lineup and the Dodge Journey, have been insufficient to
offset industry conditions.  Chrysler should benefit from the
re-introduction of the Dodge Ram in late 2008, but recessionary
conditions in the housing market and high gas prices will limit
the benefits of this re-launch until the housing market
recovers.  Chrysler continues to experience strong growth in
exports.

Chrysler's pipeline over the near term is relatively modest, and
the company's product lineup will lag the industry's shift to
smaller, fuel efficient vehicles.  Chrysler's limited financial
resources represent a distinct competitive disadvantage over the
near term as the industry experiences a period of rapid product
migration and technological change.  Alliances are expected to
remain a key strategic effort as Chrysler seeks to leverage its
tangible and intangible assets, and reduce capital investment.

Fitch has downgraded Chrysler as:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured first-lien bank loan to 'B/RR1' from
     'BB-/RR1';

  -- Senior secured second-lien bank loan to 'CC/RR6' from
     'CCC/RR6'.

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


CITGO PETROLEUM: Will Start Selling Coffee in the US
----------------------------------------------------
Joseph DiStefano at The Philadelphia Inquirer reports that Citgo
Petroleum Corp will start selling coffee at its gas station.

The Inquirer relates that Alejandro Granado, Citgo Petroleum's
Chief Executive and the Venezuelan ambassador to the U.S., said
that Venezuelan President Hugo Chavez “asked us two or three
years ago on behalf of the cooperative coffee growers if we
could do something to benefit the market, with our network of
thousands of service stations.  We said we'd look into it, and
we made it happen.”

According to The Inquirer, Mr. Granado wants to diversify its
exports so that it won't be so dependent on oil.  Venezuela says
it used to produce much coffee but farm exports declined as oil
became dominant in the last half-century.  Mr. Granado said,
“Now, the perverse impact of oil monoculture is being reversed
by new development policies.”

The Inquirer notes that Cafe Venezuela, a group of 3,000
growers, provided the first seven-ton shipment of coffee to
Citgo Petroleum.  The group is using Citgo to add more growers.  

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

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

                           *     *     *

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


PETROLEOS DE VENEZUELA: To Boost Output to 3.6MM Barrels Per Day
----------------------------------------------------------------
Nathan Crooks at Business News Americas reports that Petroleos
de Venezuela SA will increase its daily oil production to 3.6
million barrels next year and 4.8 million barrels in 2013.

BNamericas relates that Venezuelan Oil Minister and Petroleos de
Venezuela's President mentioned the firm's planned production
increase when he presented the firm's aggressive growth plan
during the LAPS 2008 oil conference in Maracaibo.  

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.


PETROLEOS DE VENEZUELA: To Dig 12 Hydrocarbons Blocks in Bolivia
----------------------------------------------------------------
Petroleos de Venezuela will spend about US$887 million over the
next few months exploring 12 hydrocarbons blocks to increase
Bolivia's gas reserves, El Universal reports, citing the
company's Vice-President Eulogio del Pino.

According to the report, Bolivia exports the energy source to
Brazil and Argentina, with 48.7 trillion cubic feet (TCF) of
natural gas in proven reserves.

Mr. Del Pino disclosed that "The new prospecting program points
to the addition of about 10 TCF to Bolivia's current reserves,"
the report says.

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.


                            ***********

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.


           * * * End of Transmission * * *