TCRLA_Public/080804.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

             Monday, August 4, 2008, Vol. 9, No. 153

                            Headlines


A R G E N T I N A

ALITALIA SPA: To Suffer Liquidity Hit in 2009, Says Citigroup
CHRYSLER LLC: Fitch Highlights Effect of Declining Resale Values
CHRYSLER LLC: In Talks With Tata Motors on SUV Sale & Assembly
CHRYSLER LLC: S&P Cuts Rating; Keeps Watch on Bank Lines Renewal
TELECOM ARGENTINA: Will Keep Enjoying Highest EBITDA Margin


B E R M U D A

COSAN LTD: Incurs BRL47.8 Million Net Loss in 2008 Fiscal Year
FOSTER WHEELER: Global Power Unit Bags Contract From Hanwha
FOSTER WHEELER: Madrid Unit Bags Contract for New Power Plant
FOSTER WHEELER: Milan Unit to Supply Fired Heaters in Tatarstan
XL CAPITAL: Underwriters Execute Buy Options for Shares & Units


B O L I V I A

* BOLIVIA: Wins US$36 Mil. Judgment on Telecom Italia Dispute


B R A Z I L

BR MALLS: Discloses Improvement Results on Shopping Tambore
CIA. SIDERURGICA: Zacks Equity Keeps Buy Recommendation on Firm
COMPANHIA ENERGETICA: Forms Joint Venture With Light SA
FORD MOTOR: Fitch Highlights Effect of Declining Resale Values
FORD MOTOR: S&P Cuts Rating to B- & Removes Negative Watch

GENERAL MOTORS: Fitch Highlights Effect of Dipping Resale Values
GENERAL MOTORS: S&P Cuts Rating to B- on Mounting Cash Losses
JBS SA: Posts BRL364.4 Million Net Loss in Quarter Ended June 30
JBS SA: Prices Consent Solicitation for 9.375% and 10.50% Notes
SADIA LTD: Board Approves Shares Acquisition and Disposal

SADIA SA: Net Income Up 62.9% to BRL334.8 Mil. in 1st Half 2008
SERRA DO FACAO: Moody's Withdraws Ba2 Rating on Debentures
TAM SA: Expands Codeshare Agreement With Tap Portugal


C A Y M A N  I S L A N D S

BANCROFT IAM: Deadline for Proofs of Claim Filing Is Aug. 7
HANTEC BALANCED: Proofs of Claim Filing Deadline Is Aug. 7
PARMALAT SPA: High Cost, Low Demand Cut H1 EBITDA to EUR146.3MM
SYMPHONIA III: Deadline for Proofs of Claim Filing Is Aug. 7
TAMACHI TTP: Proofs of Claim Filing Deadline Is Until Aug. 7


C H I L E

DOLE FOOD: High Refinancing Risks Cue Fitch's Negative Watch


C O L O M B I A

BANCOLOMBIA SA: Research Oracle Eyes Continued Lending Growth
ECOPETROL SA: To Develop Alicante Block With Meta Petroleum


D O M I N I C A N  R E P U B L I C

* DOMINICAN REPUBLIC: Overspending Results in DOP21 Bil. Deficit


J A M A I C A

NAT'L COMMERCIAL: Assists CL Financial in Lascelles Buy


M E X I C O

FRONTIER AIRLINES: Gets Okay to Execute Amended First Data Deal
FRONTIER AIRLINES: May Reject and Assume Leases Until November 6
FRONTIER AIRLINES: Plan Filing Period Extended to August 13
FRONTIER AIRLINES: Wants Hearing on Go Flip Investment Set Oct.
MAXCOM TELECOM: Wants to Participate in WiMAX Spectrum Auctions

MEXORO MINERALS: Discloses Chihuahua Project Technical Reports
SEMGROUP LP: Bankruptcy Impacts Independent Oil Producers
SEMGROUP LP: Celtic, et al. Disclose Financial Exposures
SEMGROUP LP: Selects Weil Gotshal as Bankruptcy Counsel
SEMGROUP LP: Term Loan Lenders Assert Distinct Prepetition Liens

SEMGROUP LP: Wants to Access BofA's US$250,000,000 DIP Financing


P E R U

CENTRAIS ELETRICAS: Will Build 15 Hydropower Stations in Peru


P U E R T O  R I C O

CENTENNIAL COMMS: S&P's 'B' Rtg. Unaffected by Strategic Review
MAYRA VINAS: Case Summary & 20 Largest Unsecured Creditors


V E N E Z U E L A

BANCO DE VENEZUELA: Hugo Chavez to Nationalize Bank
PETROLEOS DE VENEZUELA: Orinoco Output Normal Despite Protests

* BOND PRICING: For the Week July 28 - August 1, 2008


                         - - - - -


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

ALITALIA SPA: To Suffer Liquidity Hit in 2009, Says Citigroup
-------------------------------------------------------------
Alitalia S.p.A. may not be liquid enough to finance its
operations in 2009, since the national carrier only has enough
cash until end 2008, Reuters reports, citing Citigroup analysts.

According to Reuters, Citigroup said Alitalia was to run out of
cash by third quarter 2008, but a EUR300 million emergency
financing provided by the Italian government should “help
Alitalia to survive until the end of 2008”.

“The government loan . . . could be insufficient from 2009
onwards,” Citigroup said in research note cited by Reuters.

The bank expects Alitalia to post EUR720 million in net losses
and a 20% drop in revenues for 2008.  The bank also expects
significant markdowns of the fleet in service.

Citigroup said a merger with smaller Italian carrier Air One
appeared to be the only “meaningful solution” now, combined with
a grounding of obsolete planes that would halve capacity.  It
estimated a EUR1 billion equity injection is needed.

                        About Alitalia

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

                        *      *      *

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


CHRYSLER LLC: Fitch Highlights Effect of Declining Resale Values
----------------------------------------------------------------
The recent announcements by the financing arms of Chrysler LLC,
GM Corp., and Ford Motor Co. regarding the discontinuation or
overhaul of their auto lease programs underscores the impact of
rapidly declining vehicle resale values, according to Fitch
Ratings.

Earlier this week Chrysler Financial, GMAC, and Ford Motor
Credit announced significant changes to their auto lease
businesses with Chrysler Financial suspending their U.S. auto
lease program all together.  GMAC announced it will stop
subsidizing leases in Canada and will eliminate certain lower
credit quality borrowers from consideration domestically.  Ford
announced significant increases in lease rates for certain SUVs
and trucks.  All three companies indicated that their decision
was influenced by the ongoing decay in the resale values of
vehicles coming off lease.

Coincident with these declines, Fitch is currently completing a
review of its auto lease ratings with a focus on the 2007 and
2008 vintages.  Fitch currently has 20 public ratings
outstanding from 10 transactions representing approximately
US$7.2 billion in principal outstanding from 2007 and 2008 U.S.
captive finance company issuances.  The initial review is
expected to be completed over the next two to three weeks.

“As Fitch has noted, dramatic drops in the value of used cars is
impacting the entire auto ABS sector, but those declines are
having an amplified affect on the performance of auto lease
transactions,” said Managing Director and U.S. ABS group head
Kevin Duignan.  “Transactions from 2007 and 2008 may not have
built enough credit enhancement to offset the potential increase
in residual value losses while still maintaining coverage
consistent with Fitch's original ratings.”

U.S. captive finance companies, in particular, are experiencing
higher than expected residual value losses due to the steep drop
in the values of vehicles coming off lease especially for SUVs
and trucks.  Fitch's base case residual value loss expectation
for these companies' auto lease ABS transactions has increased
by 20-30% since the second half of 2007 as value declines
accelerated.  However, current data suggests that actual
declines are exceeding this range in certain transactions with
further deterioration expected.  “While ratings in the auto
lease sector have traditionally been remarkably stable, the
rapid rate of decline in vehicle values over the past six months
is unprecedented and will put those ratings to the test,” said
ABS Senior Director Ravi Gupta.

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

                          *    *    *

As reported in the Troubled Company Reporter-Latin America on
Aug. 1, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Chrysler LLC to 'CCC' from 'B-'.  Fitch said the rating
outlook is negative.  


CHRYSLER LLC: In Talks With Tata Motors on SUV Sale & Assembly
--------------------------------------------------------------
Chrysler LLC is mulling potential joint ventures with foreign
counterparts to cut costs and to secure finances, The Wall
Street Journal reports, citing people familiar with the matter.

Reuters relates that Chrysler is discussing plans with Tata
Motors Ltd. relating to the sale and assembly of Chryslers' Jeep
Wrangler SUV in India and other Asian markets through the Indian
automaker.

A Tata representative declined to comment about the deal,
however, the Indian automaker said in January that “exploratory
discussions” had begun with Chrysler over sales for a battery-
powered version of its Ace mini-truck, Reuters says.

Reuters relates that Chrysler is also negotiating production and
distribution deals with Fiat SpA.

In April 2008, the Troubled Company Reporter disclosed that
Chrysler and Nissan Motor Co., Ltd., entered into two new
agreements for the supply of products between both companies.  
Nissan agreed, in January, to supply Chrysler with a new car
based on the Nissan Versa sedan for limited distribution in
South America on an Original Equipment Manufacture basis in
2009.

According to WSJ, owner Cerberus Capital Management LP is
seeking ways to push Chrysler's turnaround plan, including joint
ventures with foreign auto makers.  Chrysler is also restricting
its costs on development projects and reconsidering increasing
production plans for the fuel-efficient Phoenix auto engine.

As disclosed in the TCR on July 29, 2008, Chrysler's financial
arm, Chrysler Financial, will cease offering vehicle lease
alternatives in the U.S. to focus more on financing vehicle
purchases.  In addition, Chrysler is planning to reduce 1,000
salaried jobs by September 30 in an effort to cut costs amid a
deep slump in U.S. auto sales.

                        About Chrysler LLC

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

                          *     *     *

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

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

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


CHRYSLER LLC: S&P Cuts Rating; Keeps Watch on Bank Lines Renewal
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered the ratings on
General Motors Corp., Ford Motor Co., and Chrysler LLC, all to
'B-' from 'B'.  The ratings on GM and Ford were removed from
CreditWatch with negative implications, where they had been
placed on June 20, 2008.  Chrysler will remain on CreditWatch
pending the renewal of certain bank lines at DaimlerChrysler
Financial Services Americas LLC, which S&P expects to be
completed in the next few days.  If the bank lines are renewed
as expected, S&P would affirm the ratings on Chrysler and DCFS
and remove them from CreditWatch.
   
At the same time, S&P lowered the ratings on GMAC LLC, Ford
Motor Credit Co., and DCFS, also to 'B-' from 'B', and removed
the ratings on GMAC and Ford Credit from CreditWatch negative,
where they had also been placed on June 20, 2008.  The ratings
on DCFS will remain on CreditWatch negative until its bank line
renewal is complete.  S&P also lowered the corporate credit
rating on FCE Bank PLC, Ford Credit's European bank, to 'B' from
'B+'.  The outlooks on all the companies are negative. (The
issuer credit rating on GMAC's Residential Capital LLC mortgage
unit [CCC+/Negative/C] is not affected by these rating actions.)

The downgrades reflect mounting cash losses in GM's, Ford's, and
Chrysler's North American automotive operations and
deteriorating conditions in the U.S. auto market.
   
“We believe sharply lower U.S. light-vehicle demand and the
recent dramatic shift in demand away from large pickup trucks
and SUVs amid higher gas prices will complicate the turnaround
efforts of all three automakers and reduce their currently
adequate liquidity considerably over the next year and a half,”
said Standard & Poor's credit analyst Robert Schulz.  “This will
leave them more vulnerable to already adverse industry,
economic, and credit market conditions.”  The greatest threats
to the ratings over the next 18 months are the depth of economic
weakness and the extent of the demand shift away from light
trucks in the U.S.
   
S&P estimates GM will use as much as US$16 billion from its
global automotive operations this year, including cash
restructuring costs and costs related to bankrupt former unit
Delphi Corp.  Of that amount, GM used US$3.9 billion in the
first quarter.  S&P estimates Ford will burn as much as
US$12 billion to US$13 billion from its global automotive
operations this year, including cash restructuring costs.  Of
that amount, Ford used US$4.9 billion in the first six months of
2008.  Chrysler does not make its financial results public, but
S&P expects the company to experience a net cash outflow from
its automotive operations in 2008, its first full year since
being acquired by Cerberus Capital Management L.P.  Aggressive
fixed-cost reduction and conservative industry sales assumptions
have kept Chrysler at or above most of its financial targets
through the first quarter and likely through the second quarter.
   
Liquidity for all three automakers is adequate for now, but will
be significantly reduced in the second half of this year and
during 2009 by continued heavy losses and cash outflows.
   
Industry sales, including those of pickups and SUVs, continue to
weaken, which will likely lead to higher cash losses for all
three automakers in the second half of the year.  S&P expects
U.S. light-vehicle sales to be 14.4 million units in 2008, the
lowest in 15 years and down sharply from 16.1 million units in
2007.  S&P expects sales to fall further in 2009, to about 14.1
million units, as the economy remains weak and housing prices
and consumers' access to credit remain under pressure.  S&P
estimates that there is a 20% chance that auto sales in 2008 and
2009 will plummet to 13.6 million and 11.7 million units,
respectively, which would present an overwhelming challenge for
all three Michigan-based automakers.
   
Another major headwind has been plummeting prices for used SUVs
and pickups, which is causing alarming losses on leasing
activities and will lead Ford Credit to be unprofitable for
2008, even excluding a US$2 billion charge booked in the second
quarter.  GM and GMAC will likely take impairment charges in the
upcoming quarters.
   
There has been periodic speculation that the Michigan-based
automakers might eventually seek to reorganize under Chapter 11
bankruptcy protection.  Managements at all three companies have
strongly denied any such intention and appear committed to
executing on their turnaround plans.  Few of the automakers'
problems -- including lower sales, adverse product mix shifts,
and high commodity costs -- would be altered by a bankruptcy
filing.  S&P believes the most likely trigger for a bankruptcy
filing would be cash reserves falling to dangerously low levels,
rather than the automaker's making a strategic choice to seek
Chapter 11 reorganization.
   
The outlooks on each company and its financial unit reflect our
expectation that liquidity at each automaker will be almost
halved by cash losses in 2008 and 2009 but will not sink to
dangerously low levels, even if industry conditions do not  
materially improve by the end of next year.  S&P could revise
the outlooks, or place the ratings on CreditWatch and
subsequently lower them, if it came to believe that cash and
short-term investments plus secured revolving credit facility
availability would drop below certain levels before the end of
2009.  This could occur if U.S. light-vehicle sales drop well
below 14 million units this year and next, or if higher gas
prices lead to an even more substantial decline in light-truck
demand beyond current levels.  S&P could also lower the rating
on GM if GMAC loses access to the asset-backed securitization
markets for any extended period.
   
S&P does not expect to revise the outlook to stable or raise the
ratings within the next year, given the economic outlook,
ongoing turnaround plan execution risk, and potential pressure
on liquidity.

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.


TELECOM ARGENTINA: Will Keep Enjoying Highest EBITDA Margin
-----------------------------------------------------------
IE Market Research Corp. says that Telecom Argentina SA will
continue to enjoy the highest EBITDA margin (EBITDA/reported
revenue) of 40.8% in the Argentina mobile market in 2010.

Telecom Argentina will continue to have similar market shares
(by subscribers), along with CTI (AMX) and Movistar Argentina
(TEF).  IE Market expects market shares of Telecom Argentina to
remain at approximately 27.2% respectively over the next three
years.

Telecom Argentina will continue to suffer from the highest churn
rate in the country which is expected to be 2.4% in 2010.

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- provides             
telephone-related services, such as international long-distance
service and data transmission and Internet services, and through
its subsidiaries, wireless telecommunications services,
international wholesale services and telephone directory
publishing.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina's
foreign and local currency issuer default ratings to 'B+' from
'B'.  Fitch said the outlook is positive.



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

COSAN LTD: Incurs BRL47.8 Million Net Loss in 2008 Fiscal Year
--------------------------------------------------------------
Cosan Limited has posted a BRL47.8 million of net loss on
BRL2.73 billion of net revenues for the full year of 2008,
compared to BRL357.3 million of net income on BRL3.60 billion of
net revenues in 2007.

For the three months ended April 30, 2008, the company incurred
a BRL12.4 million of net loss on BRL843.0 million of net
revenues compared to  BRL164.7 million of net income on BRL682.1
million of net revenues for the same period of 2007.

The company closed 2008 fourth quarter with gross debt of
BRL1.67 billion, well below the BRL2.43 billion at the end of
2007 fourth quarter, due to the impact of the exchange variation
and the prepayment of US$164.2 million of the Senior Notes
maturing in 2009, commented on in the 2008 Second Quarter
Release.  Taking cash, cash equivalents and financial assets
into consideration, net debt stood at BRL662.7 million, versus
BRL1.21 billion at the close of 2007 fourth quarter.  In this
case, the hefty improvement was due to the solid cash position
resulting from the capital increase approved by the EGM of
December 5, 2007.  

On June 27, 2008, Cosan announced the execution of the world’s
first ethanol sales contract to be governed by sustainability
parameters.  The agreement, which envisages the sale of 115
million liters of ethanol to the Swedish company SEKAB, Europe’s
leading buyer of Brazilian ethanol, is subject to important
sustainability criteria which will be verified by a firm of
international auditors.

Headquartered in Bermuda, Cosan Limited is a holding company of
the Sao Paulo, Brazil-based sugar and ethanol giant, Cosan S.A.
Industria e Comercio.  The company operates in three segments:
sugar, ethanol, and other products and services.  It is the
result of a corporate restructuring implemented last year, which
consisted of its listing on the New York Stock Exchange (NYSE).


                            *     *     *

As reported by the Troubled Company Reporter-Latin America on
Apr. 15, 2008, Standard & Poor's Ratings Services assigned its
'BB' long-term corporate credit rating to sugar-cane processor
Cosan Ltd.  The outlook is stable.

“The ratings on Cosan ultimately reflect the risks associated
with its main operating subsidiary Cosan S.A. in Brazil.  As
such, the ratings reflect inherent risks in its operating
company commodity-oriented business, which depends on highly
volatile and protected sugar and ethanol market conditions
worldwide, resulting in volatile EBITDAH margins.  The ratings
also consider substantial working capital needed to finance the
sugar cane crop and a still-aggressive financial risk policy
associated with Cosan's growth plans, which could potentially
weaken its credit metrics in the medium term,” said S&P's credit
analyst Vivian Zietemann.


FOSTER WHEELER: Global Power Unit Bags Contract From Hanwha
-----------------------------------------------------------
Foster Wheeler Ltd. reported that a subsidiary of its Global
Power Group has been awarded a contract by Hanwha Engineering &
Construction Corporation (HENC) for the design and supply of two
circulating fluidized-bed (CFB) steam generators to be located
in Gunjang National Industrial Complex (HENC GP Project), Gunsan
City, Republic of Korea.

HENC is a subsidiary of Hanwha Group, a large industrial
conglomerate in Korea.  This is the second contract in Korea
awarded to Foster Wheeler by a subsidiary of Hanwha Group; in
2007 Foster Wheeler received a contract for three CFB steam
generators by Hanwha International Corporation.

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

Construction of the two 50 MWe (gross megawatt electric) CFB
steam generators is expected to begin in the spring of 2009 with
commercial operations scheduled for 2010.

“We selected Foster Wheeler because we are confident in both
their CFB technology and their track record of successful CFB
projects in Asia,” said Y. D. Chin, executive vice president of
Hanwha Engineering & Construction Corporation.

                       About Foster Wheeler

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

                       *     *     *

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

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


FOSTER WHEELER: Madrid Unit Bags Contract for New Power Plant
-------------------------------------------------------------
Foster Wheeler Ltd.'s Madrid-based subsidiary Foster Wheeler
Iberia, S.A.U., part of its Global Engineering and Construction
Group, has been awarded a project management consultancy (PMC)
contract by Gas Natural, for a new 400 megawatt (MW) combined-
cycle power plant in Malaga, Spain.

The contract value was not disclosed.  The project will be
included in Foster Wheeler's second-quarter 2008 bookings.

“We are very pleased to pursue our collaboration with Gas
Natural, one of the major Spanish companies in the energy
utility sector,” commented Jesus Cadenas, chief executive
officer of Foster Wheeler Iberia, S.A.U. “This latest award from
Gas Natural follows similar PMC awards from this client for a
new 1200 MW combined-cycle plant in Cartagena, Spain, completed
in 2006, and a new 800 MW combined-cycle plant in Barcelona,
currently in construction.  Gas Natural's selection of Foster
Wheeler to play a key role in its strategic projects constitutes
a strong vote of confidence in our project management
expertise.”

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

                       *     *     *

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

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


FOSTER WHEELER: Milan Unit to Supply Fired Heaters in Tatarstan
---------------------------------------------------------------
Foster Wheeler Ltd.'s Milan-based subsidiary Foster Wheeler
Italiana S.p.A., part of its Global Engineering and Construction
Group, has been awarded a contract for the supply of fired
heaters for the Nizhnekamsk integrated refinery and
petrochemicals complex in the Republic of Tatarstan, Russian
Federation.  The contract was awarded by Open Joint-Stock
Company “TANECO”, a unit of Russian oil company Tatneft.

The terms of the contract, which will be included in Foster
Wheeler's second-quarter 2008 bookings, were not disclosed.

Foster Wheeler Italiana will engineer and supply the materials
for two furnaces for the hydrocracking unit, and a charge heater
and three interheaters for the continuous catalytic reformer
unit.

OJSC TANECO is the new name of CJSC Nizhnekamsk Refinery for
whom Foster Wheeler has already successfully completed the
front-end engineering design for the new complex and the process
design package for the delayed coker.  In addition, at the end
of 2007, Foster Wheeler Italiana was also awarded a contract for
the detailed engineering of two heaters for the new delayed
coker.

“We are indeed very pleased to be awarded these contracts by
TANECO,” said Marco Moresco, chief executive officer, Foster
Wheeler Italiana.  “The excellent relationship we have already
established with Nizhnekamsk Refinery is demonstrated by these
additional awards.”

These contracts are expected to be completed by the end of 2009.

                       About Foster Wheeler

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

                       *     *     *

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

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


XL CAPITAL: Underwriters Execute Buy Options for Shares & Units
---------------------------------------------------------------
XL Capital Ltd. reported that the underwriters exercised their
options to purchase an additional 18,750,000 ordinary shares and
an additional 3,000,000 equity security units in connection with
the company's previously announced plans to sell 125,000,000
ordinary shares and 20,000,000 equity security units.  Following
closing of both offerings on Aug. 5, 2008, total gross proceeds
to XL Capital are expected to be approximately US$2.875 billion.

The joint book-running managers for the offerings are Goldman,
Sachs & Co., and UBS Investment Bank.  Full details of the
offerings, including a description of the ordinary shares and
the equity security units and certain risk factors related to XL
Capital and these securities, are contained in a prospectus
supplement that is available through the underwriters.  Any
offer will be made only by means of a prospectus, including a
prospectus supplement, forming a part of XL Capital's effective
shelf registration statement.

A copy of the prospectus supplement meeting the requirements of
Section 10 of the Securities Act of 1933 may be obtained from
either:

   (i) Prospectus Department
       100 Burma Road
       Jersey City, NJ 07305
       Tel: (212) 902-1171,
       Fax: (212) 902-9316
       prospectus-ny@ny.email.gs.com

              -- or --

  (ii) UBS Prospectus Department
       UBS Investment Bank
       Attn: Prospectus Department
       299 Park Avenue
       New York, NY 10171
       Tel: (888) 827-7275

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
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
from Rating Watch Negative.



=============
B O L I V I A
=============

* BOLIVIA: Wins US$36 Mil. Judgment on Telecom Italia Dispute
-------------------------------------------------------------
Bolivia has won approval from the U.S. District Court for the
Southern District of New York over a US$36 million dispute with
Telecom Italia, Reuters reports, citing the government.

The U.S. Court has ruled that some US$36 million under Entel's
name in four bank accounts belongs to Bolivia and not to Telecom
Italia, Reuters says, citing Bolivia's newly formed
Nationalization Ministry.

Reuters relates that Bolivian President Evo Morales asserted
that Telecom Italia failed to meet investment commitments and
owed the state US$645 million in fines and taxes, adding that
the company transferred US$36 million to U.S. banks from its
former subsidiary Entel, the largest telecommunications company
in Bolivia, which was nationalized in May 2008.

Reuter adds that according to the ministry, the banks, as
ordered by the Court, were compelled to turn the money over to
Bolivia because the Bolivian state has a majority in Entel.

Meanwhile, Reuters says Telecom Italia sought the World Bank to
arbitrate in a dispute with Bolivia over compensation for the
state takeover.  However, Bolivia disclosed that its withdrawal
from the World Bank's International Center for Settlement of
Investment Disputes (ICSID) in 2007 makes the country immune to
the Italian firm's accusation.

                           *    *    *

As reported in the Troubled Company Reporter-Latin America on
July 17, 2008, Fitch Ratings affirmed Bolivia's local and
foreign currency Issuer Default Ratings at 'B-'.  The rating
outlook is stable.  Fitch has also affirmed the short-term IDR
at 'B' and the country ceiling at 'B-'.



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

BR MALLS: Discloses Improvement Results on Shopping Tambore
-----------------------------------------------------------
BR Malls Participacoes S.A. has disclosed details about the
evolution of Shopping Tambore in the BR Malls portfolio, one of
the company's largest acquisitions in 2007.

Among the main results of the efforts for the improvement of the
mall, the most outstanding is:

  -- 48.3% growth of net operating income and increase in the
     net operating income margin from 86.7% to 93.5%;

  -- SSS growth from 6.2% to 32% and SSR growth from 3.5% to
     14.6%;

  -- increase in rental per square meter by 27% and;

  -- growth of sales per square meter by 38.8%.

Headquartered in Rio de Janeiro, Brazil, BR Malls is the largest
integrated shopping mall company in Brazil with a portfolio of
34 malls, representing 985.2 thousand square meters in total
Gross Leasable Area (GLA) and 429.1 thousand square meters in
owned GLA.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, Standard & Poor's Rating Services affirmed its
'BB-' long-term global scale corporate credit rating on
Brazilian shopping mall developer BR Malls Participacoes S.A.  
At the same time, S&P lowered its national scale corporate
credit rating on the company to 'brA' from 'brA+'.  S&P said the
outlooks are negative.


CIA. SIDERURGICA: Zacks Equity Keeps Buy Recommendation on Firm
---------------------------------------------------------------
Zacks Equity Research is keeping its “buy” recommendation on
Companhia Siderurgica Nacional SA, a.k.a CSN.

Zacks Equity is encouraged by CSN's solid 2007 results and the
positive figures for the first quarter 2008.  The news regarding
the increase in iron ore prices from BHP Billiton Plc. was also
very positive.  The economic environment in Brazil remains
encouraging despite the Central Bank's continued hikes.  
Moreover, the demand from China is still strong; the Casa de
Pedra project is on track and the recent upgrade of Brazil
helped local stocks.  The possibility of an initial public
offering of Namisa is also very encouraging.  Zacks Equity
considers the recent sell-off a buying opportunity.  

CSN is still taking advantage of the high international steel
prices although there are some concerns on commodities prices.  
The company is fully integrated and self sufficient in
practically all relevant raw materials.  The economic
environment in Brazil remains positive in the very short term,
sales performance in the Brazilian domestic market during the
first quarter 2008 was very positive.  Even though the recent
rate-hike in Brazil, Zacks Equity believes Brazil's economic
environment remains encouraging.  The Brazilian steel producers
are the most competitive in the world.  CSN in particular is
highly competitive with a slab production cost around US$260 per
ton.  The consolidation in the steel sector has been preventing
major volatility in the steel prices.  The continued investments
in the company's mining sector should generate huge revenues and
earnings growth in the following years.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 6, 2008, Standard & Poor's Ratings Services raised its
corporate credit rating on Brazil-based steelmaker Companhia
Siderurgica Nacional to 'BB+' from 'BB' and removed it from
CreditWatch.  S&P had placed the ratings on CreditWatch with
positive implications on May 30, 2008, for better cash flow
protection measures.  The outlook is positive.  At the same
time, S&P raised the corporate credit rating on subsidiary
National Steel SA to 'BB-' from 'B+', with a positive outlook.


COMPANHIA ENERGETICA: Forms Joint Venture With Light SA
-------------------------------------------------------
Companhia Energetica de Minas Gerais, a.k.a. Cemig, has signed a
Memorandum of Agreement with Light S.A. to produce joint
business plans for development and implementation of electricity
generation projects.

Among other provisions, under the memorandum the parties will
sign specific agreements for each of the generation projects
that they implement.  Cemig will hold 49%, directly or through
its subsidiaries, in each of these consortia, and Light,
directly or through its subsidiaries, will hold 51%.  The
Memorandum does not create any exclusive obligation between the
parties.

Through its wholly-owned subsidiary Cemig Geracao e Transmissao
S.A., Cemig has formalized three Consortium Contracts with Light
-– through Light's subsidiaries Lightger Ltda., Itaocara Energia
Ltda. and Light Energia S.A. –- to operate hydroelectric
projects in the regions of Paracambi, Itaocara and Lajes,
respectively.

All the private contracts have suspensive conditions – under
which they take effect only when all the required authorizations
and permissions have been obtained from the Brazilian
electricity regulator, Aneel.

Cemig has advised Light of its intention to participate,
jointly, in future generation opportunities with total potential
installed capacity of up to 300 megawatts.

                    About Companhia Energetica

Companhia Energetica de Minas Gerais a.k.a. Cemig --
http://www.cemig.com.br/-- is one of the largest electric  
energy utilities in Brazil.  Cemig's concession area extends
throughout nearly 96.7% of Minas Gerais.  Cemig owns and
operates 52 power plants, of which six are in partnership with
private enterprises, relying on a predominantly hydroelectric
energy matrix.  Electric energy is produced to supply more than
17 million people living in the state's 774 municipalities.  In
addition to those 52 plants, another three are currently under
construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                          *     *     *

In March 2007, Moody's Investors Service assigned corporate
family ratings of Ba2 on its global scale and Aa3.br on its
Brazilian national scale to Companhia Energetica de Minas
Gerais aka CEMIG.  The rating action triggered the upgrade of
CEMIG's outstanding debentures due in 2009 and 2011, and of the
BRL250 million 2014 senior unsecured guaranteed debentures of
its wholly owned subsidiary, Cemig Distribuicao S.A. to Ba2 from
B1 on the global scale and to Aa3.br from Baa2.br on the
Brazilian national scale, concluding the review process
initiated on Aug. 8, 2006.


FORD MOTOR: Fitch Highlights Effect of Declining Resale Values
--------------------------------------------------------------
The recent announcements by the financing arms of Chrysler LLC,
GM Corp., and Ford Motor Co. regarding the discontinuation or
overhaul of their auto lease programs underscores the impact of
rapidly declining vehicle resale values, according to Fitch
Ratings.

Earlier last week Chrysler Financial, GMAC, and Ford Motor
Credit announced significant changes to their auto lease
businesses with Chrysler Financial suspending their U.S. auto
lease program all together.  GMAC announced it will stop
subsidizing leases in Canada and will eliminate certain lower
credit quality borrowers from consideration domestically.  Ford
announced significant increases in lease rates for certain SUVs
and trucks.  All three companies indicated that their decision
was influenced by the ongoing decay in the resale values of
vehicles coming off lease.

Coincident with these declines, Fitch is currently completing a
review of its auto lease ratings with a focus on the 2007 and
2008 vintages.  Fitch currently has 20 public ratings
outstanding from 10 transactions representing approximately
US$7.2 billion in principal outstanding from 2007 and 2008 U.S.
captive finance company issuances.  The initial review is
expected to be completed over the next two to three weeks.

“As Fitch has noted, dramatic drops in the value of used cars is
impacting the entire auto ABS sector, but those declines are
having an amplified affect on the performance of auto lease
transactions,” said Managing Director and U.S. ABS group head
Kevin Duignan.  “Transactions from 2007 and 2008 may not have
built enough credit enhancement to offset the potential increase
in residual value losses while still maintaining coverage
consistent with Fitch's original ratings.”

U.S. captive finance companies, in particular, are experiencing
higher than expected residual value losses due to the steep drop
in the values of vehicles coming off lease especially for SUVs
and trucks.  Fitch's base case residual value loss expectation
for these companies' auto lease ABS transactions has increased
by 20-30% since the second half of 2007 as value declines
accelerated.  However, current data suggests that actual
declines are exceeding this range in certain transactions with
further deterioration expected.  “While ratings in the auto
lease sector have traditionally been remarkably stable, the
rapid rate of decline in vehicle values over the past six months
is unprecedented and will put those ratings to the test,” said
ABS Senior Director Ravi Gupta.

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.


FORD MOTOR: S&P Cuts Rating to B- & Removes Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services has lowered the ratings on
General Motors Corp., Ford Motor Co., and Chrysler LLC, all to
'B-' from 'B'.  The ratings on GM and Ford were removed from
CreditWatch with negative implications, where they had been
placed on June 20, 2008.  Chrysler will remain on CreditWatch
pending the renewal of certain bank lines at DaimlerChrysler
Financial Services Americas LLC, which S&P expects to be
completed in the next few days.  If the bank lines are renewed
as expected, S&P would affirm the ratings on Chrysler and DCFS
and remove them from CreditWatch.
   
At the same time, S&P lowered the ratings on GMAC LLC, Ford
Motor Credit Co., and DCFS, also to 'B-' from 'B', and removed
the ratings on GMAC and Ford Credit from CreditWatch negative,
where they had also been placed on June 20, 2008.  The ratings
on DCFS will remain on CreditWatch negative until its bank line
renewal is complete.  S&P also lowered the corporate credit
rating on FCE Bank PLC, Ford Credit's European bank, to 'B' from
'B+'.  The outlooks on all the companies are negative. (The
issuer credit rating on GMAC's Residential Capital LLC mortgage
unit [CCC+/Negative/C] is not affected by these rating actions.)

The downgrades reflect mounting cash losses in GM's, Ford's, and
Chrysler's North American automotive operations and
deteriorating conditions in the U.S. auto market.
   
“We believe sharply lower U.S. light-vehicle demand and the
recent dramatic shift in demand away from large pickup trucks
and SUVs amid higher gas prices will complicate the turnaround
efforts of all three automakers and reduce their currently
adequate liquidity considerably over the next year and a half,”
said Standard & Poor's credit analyst Robert Schulz.  “This will
leave them more vulnerable to already adverse industry,
economic, and credit market conditions.”  The greatest threats
to the ratings over the next 18 months are the depth of economic
weakness and the extent of the demand shift away from light
trucks in the U.S.
   
S&P estimates GM will use as much as US$16 billion from its
global automotive operations this year, including cash
restructuring costs and costs related to bankrupt former unit
Delphi Corp.  Of that amount, GM used US$3.9 billion in the
first quarter.  S&P estimates Ford will burn as much as
US$12 billion to US$13 billion from its global automotive
operations this year, including cash restructuring costs.  Of
that amount, Ford used US$4.9 billion in the first six months of
2008.  Chrysler does not make its financial results public, but
S&P expects the company to experience a net cash outflow from
its automotive operations in 2008, its first full year since
being acquired by Cerberus Capital Management L.P.  Aggressive
fixed-cost reduction and conservative industry sales assumptions
have kept Chrysler at or above most of its financial targets
through the first quarter and likely through the second quarter.
   
Liquidity for all three automakers is adequate for now, but will
be significantly reduced in the second half of this year and
during 2009 by continued heavy losses and cash outflows.
   
Industry sales, including those of pickups and SUVs, continue to
weaken, which will likely lead to higher cash losses for all
three automakers in the second half of the year.  S&P expects
U.S. light-vehicle sales to be 14.4 million units in 2008, the
lowest in 15 years and down sharply from 16.1 million units in
2007.  S&P expects sales to fall further in 2009, to about 14.1
million units, as the economy remains weak and housing prices
and consumers' access to credit remain under pressure.  S&P
estimates that there is a 20% chance that auto sales in 2008 and
2009 will plummet to 13.6 million and 11.7 million units,
respectively, which would present an overwhelming challenge for
all three Michigan-based automakers.
   
Another major headwind has been plummeting prices for used SUVs
and pickups, which is causing alarming losses on leasing
activities and will lead Ford Credit to be unprofitable for
2008, even excluding a US$2 billion charge booked in the second
quarter.  GM and GMAC will likely take impairment charges in the
upcoming quarters.
   
There has been periodic speculation that the Michigan-based
automakers might eventually seek to reorganize under Chapter 11
bankruptcy protection.  Managements at all three companies have
strongly denied any such intention and appear committed to
executing on their turnaround plans.  Few of the automakers'
problems -- including lower sales, adverse product mix shifts,
and high commodity costs -- would be altered by a bankruptcy
filing.  S&P believes the most likely trigger for a bankruptcy
filing would be cash reserves falling to dangerously low levels,
rather than the automaker's making a strategic choice to seek
Chapter 11 reorganization.
   
The outlooks on each company and its financial unit reflect our
expectation that liquidity at each automaker will be almost
halved by cash losses in 2008 and 2009 but will not sink to
dangerously low levels, even if industry conditions do not
materially improve by the end of next year.  S&P could revise
the outlooks, or place the ratings on CreditWatch and
subsequently lower them, if it came to believe that cash and
short-term investments plus secured revolving credit facility
availability would drop below certain levels before the end of
2009.  This could occur if U.S. light-vehicle sales drop well
below 14 million units this year and next, or if higher gas
prices lead to an even more substantial decline in light-truck
demand beyond current levels.  S&P could also lower the rating
on GM if GMAC loses access to the asset-backed securitization
markets for any extended period.
   
S&P does not expect to revise the outlook to stable or raise the
ratings within the next year, given the economic outlook,
ongoing turnaround plan execution risk, and potential pressure
on liquidity.

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.


GENERAL MOTORS: Fitch Highlights Effect of Dipping Resale Values
----------------------------------------------------------------
The recent announcements by the financing arms of Chrysler LLC,
GM Corp., and Ford Motor Co. regarding the discontinuation or
overhaul of their auto lease programs underscores the impact of
rapidly declining vehicle resale values, according to Fitch
Ratings.

Earlier this week Chrysler Financial, GMAC, and Ford Motor
Credit announced significant changes to their auto lease
businesses with Chrysler Financial suspending their U.S. auto
lease program all together.  GMAC announced it will stop
subsidizing leases in Canada and will eliminate certain lower
credit quality borrowers from consideration domestically.  Ford
announced significant increases in lease rates for certain SUVs
and trucks.  All three companies indicated that their decision
was influenced by the ongoing decay in the resale values of
vehicles coming off lease.

Coincident with these declines, Fitch is currently completing a
review of its auto lease ratings with a focus on the 2007 and
2008 vintages.  Fitch currently has 20 public ratings
outstanding from 10 transactions representing approximately
US$7.2 billion in principal outstanding from 2007 and 2008 U.S.
captive finance company issuances.  The initial review is
expected to be completed over the next two to three weeks.

“As Fitch has noted, dramatic drops in the value of used cars is
impacting the entire auto ABS sector, but those declines are
having an amplified affect on the performance of auto lease
transactions,” said Managing Director and U.S. ABS group head
Kevin Duignan.  “Transactions from 2007 and 2008 may not have
built enough credit enhancement to offset the potential increase
in residual value losses while still maintaining coverage
consistent with Fitch's original ratings.”

U.S. captive finance companies, in particular, are experiencing
higher than expected residual value losses due to the steep drop
in the values of vehicles coming off lease especially for SUVs
and trucks.  Fitch's base case residual value loss expectation
for these companies' auto lease ABS transactions has increased
by 20-30% since the second half of 2007 as value declines
accelerated.  However, current data suggests that actual
declines are exceeding this range in certain transactions with
further deterioration expected.  “While ratings in the auto
lease sector have traditionally been remarkably stable, the
rapid rate of decline in vehicle values over the past six months
is unprecedented and will put those ratings to the test,” said
ABS Senior Director Ravi Gupta.

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.

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


GENERAL MOTORS: S&P Cuts Rating to B- on Mounting Cash Losses
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered the ratings on
General Motors Corp., Ford Motor Co., and Chrysler LLC, all to
'B-' from 'B'.  The ratings on GM and Ford were removed from
CreditWatch with negative implications, where they had been
placed on June 20, 2008.  Chrysler will remain on CreditWatch
pending the renewal of certain bank lines at DaimlerChrysler
Financial Services Americas LLC, which S&P expects to be
completed in the next few days.  If the bank lines are renewed
as expected, S&P would affirm the ratings on Chrysler and DCFS
and remove them from CreditWatch.
   
At the same time, S&P lowered the ratings on GMAC LLC, Ford
Motor Credit Co., and DCFS, also to 'B-' from 'B', and removed
the ratings on GMAC and Ford Credit from CreditWatch negative,
where they had also been placed on June 20, 2008.  The ratings
on DCFS will remain on CreditWatch negative until its bank line
renewal is complete.  S&P also lowered the corporate credit
rating on FCE Bank PLC, Ford Credit's European bank, to 'B' from
'B+'.  The outlooks on all the companies are negative. (The
issuer credit rating on GMAC's Residential Capital LLC mortgage
unit [CCC+/Negative/C] is not affected by these rating actions.)

The downgrades reflect mounting cash losses in GM's, Ford's, and
Chrysler's North American automotive operations and
deteriorating conditions in the U.S. auto market.
   
“We believe sharply lower U.S. light-vehicle demand and the
recent dramatic shift in demand away from large pickup trucks
and SUVs amid higher gas prices will complicate the turnaround
efforts of all three automakers and reduce their currently
adequate liquidity considerably over the next year and a half,”
said Standard & Poor's credit analyst Robert Schulz.  “This will
leave them more vulnerable to already adverse industry,
economic, and credit market conditions.”  The greatest threats
to the ratings over the next 18 months are the depth of economic
weakness and the extent of the demand shift away from light
trucks in the U.S.

S&P estimates GM will use as much as US$16 billion from its
global automotive operations this year, including cash
restructuring costs and costs related to bankrupt former unit
Delphi Corp.  Of that amount, GM used US$3.9 billion in the
first quarter.  S&P estimates Ford will burn as much as US$12
billion to US$13 billion from its global automotive operations
this year, including cash restructuring costs.  Of that amount,
Ford used US$4.9 billion in the first six months of 2008.  
Chrysler does not make its financial results public, but S&P
expects the company to experience a net cash outflow from its
automotive operations in 2008, its first full year since being
acquired by Cerberus Capital Management L.P.  Aggressive fixed-
cost reduction and conservative industry sales assumptions have
kept Chrysler at or above most of its financial targets through
the first quarter and likely through the second quarter.

Liquidity for all three automakers is adequate for now, but will
be significantly reduced in the second half of this year and
during 2009 by continued heavy losses and cash outflows.
   
Industry sales, including those of pickups and SUVs, continue to
weaken, which will likely lead to higher cash losses for all
three automakers in the second half of the year.  S&P expects
U.S. light-vehicle sales to be 14.4 million units in 2008, the
lowest in 15 years and down sharply from 16.1 million units in
2007.  S&P expects sales to fall further in 2009, to about 14.1
million units, as the economy remains weak and housing prices
and consumers' access to credit remain under pressure.  S&P
estimates that there is a 20% chance that auto sales in 2008 and
2009 will plummet to 13.6 million and 11.7 million units,
respectively, which would present an overwhelming challenge for
all three Michigan-based automakers.
   
Another major headwind has been plummeting prices for used SUVs
and pickups, which is causing alarming losses on leasing
activities and will lead Ford Credit to be unprofitable for
2008, even excluding a US$2 billion charge booked in the second
quarter.  GM and GMAC will likely take impairment charges in the
upcoming quarters.
   
There has been periodic speculation that the Michigan-based
automakers might eventually seek to reorganize under Chapter 11
bankruptcy protection.  Managements at all three companies have
strongly denied any such intention and appear committed to
executing on their turnaround plans.  Few of the automakers'
problems -- including lower sales, adverse product mix shifts,
and high commodity costs -- would be altered by a bankruptcy
filing.  S&P believes the most likely trigger for a bankruptcy
filing would be cash reserves falling to dangerously low levels,
rather than the automaker's making a strategic choice to seek
Chapter 11 reorganization.
   
The outlooks on each company and its financial unit reflect our
expectation that liquidity at each automaker will be almost
halved by cash losses in 2008 and 2009 but will not sink to
dangerously low levels, even if industry conditions do not
materially improve by the end of next year.  S&P could revise
the outlooks, or place the ratings on CreditWatch and
subsequently lower them, if it came to believe that cash and
short-term investments plus secured revolving credit facility
availability would drop below certain levels before the end of
2009.  This could occur if U.S. light-vehicle sales drop well
below 14 million units this year and next, or if higher gas
prices lead to an even more substantial decline in light-truck
demand beyond current levels.  S&P could also lower the rating
on GM if GMAC loses access to the asset-backed securitization
markets for any extended period.
   
S&P does not expect to revise the outlook to stable or raise the
ratings within the next year, given the economic outlook,
ongoing turnaround plan execution risk, and potential pressure
on liquidity.

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.


JBS SA: Posts BRL364.4 Million Net Loss in Quarter Ended June 30
----------------------------------------------------------------
JBS S.A. has incurred a net loss of BRL364.4 million for the
three months ended June 30, 2008, compared to a net loss of
BRL38.7 million for the same period of 2007.  Net sales
increased more than sixfold to BRL7.13 billion.

In 2008 second quarter, JBS gained market share in mature
markets.  Notwithstanding the fact that 78% of revenue was
generated in development markets such as USA, Europe and
Australia, the company presented 21.7% growth in its
consolidated net revenue when compared with the previews
quarter, going from BRL5.85 billion to BRL7.13 billion.

The net revenue of JBS Brasil increased 13.9% in the period in
comparison with the previews quarter, regardless of the adverse
conditions of the industry, allowing the Company to continue its
growth strategy in this market.

JBS expectations for the next semester are positive considering
that diversified global production platform minimizes regional
negative impacts JBS USA in operating this quarter positively
and is exporting twice as much as the average of the sector.  
The company believes that if the present conditions prevail
relevant margins will be sustained during this second semester.

Headquartered in Sao Paulo, Brazil, JBS SA --
http://www.jbs.com.br/ir/-- is a public company with its shares
listed on Bovespa's Novo Mercado under the symbol JBSS3.  The
company operates 23 plants in Brazil and six plants in Argentina
in addition to its operations in Australia and the United States
resulting from last year's purchase of Swift & Company.  In the
12 months ending September 2007, JBS generated pro forma net
revenue of US$11.9 billion and processed nine million head of
cattle.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, Moody's Investors Service's ratings for JBS S.A.,
including its B1 local currency corporate family rating and B1
senior unsecured bond rating, remained under review for possible
downgrade following the company's announced agreement to acquire
National Beef Packing Company, LLC; Smithfield Beef Group Inc.,
including full ownership of its subsidiary, Five Rivers Ranch
Cattle Feeding; and Tasman Group for a total consideration of
approximately US$1.8 billion.


JBS SA: Prices Consent Solicitation for 9.375% and 10.50% Notes
---------------------------------------------------------------
JBS S.A. and JBS Finance Ltd. are soliciting consents from the
holders of their US$275,000,000 9.375% Senior Notes due 2011 and
their US$300,000,000 10.50% Senior Notes due 2016 to amend the
indentures governing the Notes.

JBS has recently completed important acquisitions that have been
funded primarily by large equity capital increases; these
acquisitions have resulted in JBS' significant expansion of its
operations in the United States and elsewhere.  JBS has recently
announced additional acquisitions that, if consummated, will
further expand JBS' operations.  As a result, JBS generates a
substantial portion of its revenues and has a significant
portion of its assets outside Brazil and has diversified its
operations and revenues in an important manner.  Given this
substantial shift in JBS' business and its related significant
increase in its equity capital since the respective issue dates
of the Notes, JBS is seeking amendments to the Indentures
primarily in order to:

  * enhance its ability to reallocate its debt structure in
    order to enable each distinct geographic operation (i.e.,
    the United States, Brazil, Europe and Australia) to finance
    its own working capital needs,

  * reduce the need to engage in costly hedging transactions,

  * improve tax efficiency and

  * achieve a more efficient financing structure in order to
    reduce its overall debt service costs.  

JBS believes that the existing covenants in the Indentures limit
its ability to improve its operating efficiency, and
consequently, its profitability.

Holders of the Notes are referred to the Consent Solicitation
Statement, dated July 31, 2008, and the related Consent Letter
for the detailed terms and conditions of the Solicitation
Statement.  The Consent Solicitation commenced Aug. 1, 2008 and
will expire at 5:00 pm, New York City time on Aug. 13, 2008,
unless extended or earlier terminated.

Only holders of the Notes as shown in the records maintained by
The Bank of New York Mellon (as Trustee) at 5:00 p.m., New
York City time, on July 30, 2008, are entitled to consent to the
Proposed Amendments.  If a supplement to the Indenture governing
the 2011 Notes is executed, Holders of the 2011 Notes as of
July 30, 2008, that validly deliver their Consent Letters and
consent to the Proposed Amendments relating to the 2011 Notes
prior to Aug. 13, 2008, will receive a cash payment within five
business days of Aug. 13, 2008, equal to US$25 per US$1,000
principal amount of 2011 Notes in respect of which such Consent
Letters and consents to such Proposed Amendments have been
validly delivered and not validly revoked.  

If a supplement to the Indenture governing the 2016 Notes is
executed, Holders of the 2016 Notes as of July 30, 2008, that
validly deliver their Consent Letters and consent to the
Proposed Amendments relating to the 2016 Notes prior to
Aug. 13, 2008, will receive a cash payment within five business
days of Aug. 13, 2008, equal to US$40 per US$1,000 principal
amount of 2016 Notes in respect of which such Consent Letters
and consents to such Proposed Amendments have been validly
delivered and not validly revoked.  Holders that deliver Consent
Letters will be able to revoke their consent to the Proposed
Amendments at any time prior to the execution and delivery of
the Supplemental Indentures in accordance with the procedures
set forth in the Solicitation Statement and the Consent Letter.  
The Supplemental Indentures will not become operative until all
Consent Fees have been paid.

In order to execute the Supplemental Indentures as contemplated
by the Proposed Amendments, JBS must receive consents from
Holders as of July 30, 2008, representing at least 66 2/3% in
principal amount of both the 2011 Notes and the 2016 Notes;
provided that if JBS receives consents of Holders as of July 30,
2008, of at least a majority of the aggregate outstanding
principal amount of such Notes prior to or by Aug. 13, 2008, JBS
may elect, in its sole discretion, to execute the Supplemental
Indentures with the Majority Consent Modification.  However, if
JBS receives consents of Holders as of July 30, 2008, of at
least a majority of the aggregate outstanding principal amount
of any series of Notes prior to or by Aug. 13, 2008, JBS may
elect, in its sole discretion, to execute the Supplemental
Indentures incorporating all of the Proposed Amendments, other
than the Proposed Amendment relating to the “Repurchase of Notes
Upon a Change of Control” covenant .

JBS reserves the right to modify the Solicitation Statement and
the terms and conditions of the Consent Solicitation or to
terminate the Consent Solicitation at any time prior to the
execution and delivery of the Supplemental Indentures.  JBS
intends to issue a press release promptly after execution and
delivery of the Supplemental Indentures.

The Information Agent for the Consent Solicitation is:

    D.F. King & Co., Inc.
    48 Wall Street, 22nd Floor
    New York, NY 10005 U.S.A.
    Banks and Brokers call:  (212) 269-5550 (collect)
    Others call: (800) 207-3158 (toll-free)

Any questions or requests for assistance or for copies of the
Solicitation Statement, the Consent Letter or related documents
may be directed to the Information Agent at its telephone number
set forth above.  A Holder as of July 30, 2008, also may contact
the Solicitation Agents at their telephone numbers set forth
below or such Holder's broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Consent
Solicitation.

The Solicitation Agents for the Consent Solicitation are:

    ING Wholesale Banking
    60 London Wall
    London, England EC2M 5TQ
    Attn: Global Debt Syndicate
    Telephone: +44-20-7767-5107

    Santander Investment
    45 East 53rd Street
    New York, NY 10022
    Attn: Syndicate
    Telephone: (212) 407-0995

    UBS Investment Bank
    677 Washington Blvd.
    Stamford, CT 06901
    Toll Free: (888) 719-4210
    Call Collect: (203) 719-4210
    Attn: Liability Management Group

Headquartered in Sao Paulo, Brazil, JBS SA --
http://www.jbs.com.br/ir/-- is a public company with its shares
listed on Bovespa's Novo Mercado under the symbol JBSS3.  The
company operates 23 plants in Brazil and six plants in Argentina
in addition to its operations in Australia and the United States
resulting from last year's purchase of Swift & Company.  In the
12 months ending September 2007, JBS generated pro forma net
revenue of US$11.9 billion and processed nine million head of
cattle.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, Moody's Investors Service's ratings for JBS S.A.,
including its B1 local currency corporate family rating and B1
senior unsecured bond rating, remained under review for possible
downgrade following the company's announced agreement to acquire
National Beef Packing Company, LLC; Smithfield Beef Group Inc.,
including full ownership of its subsidiary, Five Rivers Ranch
Cattle Feeding; and Tasman Group for a total consideration of
approximately US$1.8 billion.


SADIA LTD: Board Approves Shares Acquisition and Disposal
----------------------------------------------------------
Sadia S.A. has informed its shareholders and the market that, to
observe the provisions of the Stock Option Plan of its officers,
the Company's Board of Directors decided to authorize the
Executive Board to carry out transactions on the Stock Exchange,
involving the acquisition of ordinary shares and the disposal of
preferred shares issued by the company.

The approval includes the:

   a) acquisition of up to five million (5,000,000) ordinary
      shares, within the limit of 10% of the total of
      112,171,295 outstanding ordinary shares; and

   b) disposal of up to five million (5,000,000) preferred
      shares held in Treasury;  

These transactions aim to replace, in part, the currently
existing backing in preferred shares by ordinary shares, in
order to comply with the Plan.

The deadline for carrying out these transactions is no more than
365 days counted as from July 31, 2008.

The transactions will be brokered by Concordia S.A. Corretora de
Valores Mobiliarios, Cambio e Commodities, located at Rua Libero
Badaro, No. 425, 23 degrees andar, CEP 01009-000, in Sao Paulo-
SP, with branches in the City and State of Rio de Janeiro, at
Av. Rio Branco, No. 110, Suites 3201 and 3301, CEP 20.040-001,
and at Av. das Americas, 500 – bloco 09, Suite 320 – Barra da
Tijuca, CEP 22.640-100.

Headquartered in Sao Paulo, Brazil, Sadia S.A. --
http://www.sadia.com-- operates in the agro industrial and food
processing sectors in Brazil and primarily produces a range of
processed products, poultry, and pork.  The company distributes
around 1,000 different products through distribution and sales
centers located in Brazil, China, Japan and Italy.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 24, 2008, Moody's affirmed its Ba2 local currency corporate
family rating and senior unsecured foreign currency rating for
Sadia S.A., but changed the rating outlook to stable from
positive.  The change in outlook was primarily prompted by
Moody's view that margin pressure and negative free cash flow
will postpone Sadia's attainment of improved credit metrics.


SADIA SA: Net Income Up 62.9% to BRL334.8 Mil. in 1st Half 2008
---------------------------------------------------------------
Sadia S.A. has released its financial results for the second
quarter and first semester of 2008.

Gross operating income in the first half of 2008 totaled
BRL5.5 billion, of which 52% came from the domestic market and
48% from the international market, and was 23.5% higher than
that of the first half of 2007.  In the second quarter 2008, the
amount was BRL2.9 billion, up 26.5% when compared to the second
quarter 2007, while 52% of that amount was also obtained in the
domestic market.  The favorable performance of the volume sold
and the average prices charged in the segments of processed
products and poultry played a key role in the generation of
these revenues.

Physical sales to the domestic market were 10.6% higher in the
first semester 2008 and 7.8% higher in the second quarter 2008,
when compared to the same periods of 2007.  In the international
market, they were up 7% in the first semester 2008 and 9.5% in
the second quarter 2008 when compared to 2007, even with the
foreign exchange devaluation close to 17%, both in the six-month
and in the three-month comparisons.

Out of the total sales, the segment of processed products
accounted for 44.3% of the sales volume and for 47.3% of the
revenues, up 12% and 23% when compared to the first semester
2007.  In the second quarter 2008, this segment accounted for
43% of the volume and 46.4% of the revenues, with increases of
8.5% and 24.8%.  Such performance was the result of a better
marketing of the processed products both in the domestic and in
the international markets.

The poultry volume sold increased 8.2% in the first semester
2008 and 12.4% in the second quarter 2008, representing
approximately 46.6% and 47.5% of the total sold by the company
in the half year and in the quarter.  The revenues generated
increased 29.3% in the first semester 2008 and 36% in the second
quarter 2008.  The company redirected some of the poultry sales
to the international market.

The pork segment shrunk 1.8% in physical sales in the first
semester 2008 and 5.7% in the second quarter 2008 due to the
allocation of this raw material to the production of processed
products.  Nonetheless, gross revenues rose 19.6% in the first
half of the year and 21.3% in the second quarter 2008 due to
increases in the average prices charged in the domestic and
foreign markets.

Physical sales of beef protein shrunk 6.5% in the first semester
2008 and 5.9% in the second quarter 2008, mostly as a result of
a shortage of animals for slaughtering.  Revenue decreased in
the first half of the year –- 0.6% compared to first semester
2007 –- and increased 3.8% in the second quarter 2008.

                         Domestic Market

The domestic market has continued its positive sales
performance.  The revenue generated was 21.5% higher in the
first semester 2008 and 23.6% in the second quarter 2008,
compared to the same periods of 2007.  The sales volume grew
10.6% and 7.8%, respectively, in the first semester 2008 and
second quarter 2008.  The average price also increased, 10.9%
and 16.2%.

The segment of processed products was, again, the highlight of
the period, accounting for approximately 81% of the total
company's revenues in the domestic market, exceeding by 22.6%
and 24.9% the amounts of the first semester 2007 and of the
second quarter 2007.  The volumes sold during the first semester
2008 and the second quarter 2008 corresponded to approximately
84% of the company's total in this market and added up to 429.1
thousand and 214.9 thousand tons, respectively an increase of
11.9% compared to the first semester 2007 and 9.1% compared to
1Q07.  The average price in the first half of the year was 9.5%
higher than that of the first semester 2007 and, in the second
quarter 2008, 14.6% higher than that of the second quarter 2007.
The results of the segment of processed products continue to
reflect the demand and the preference of the Brazilian
population for the consumption of this kind of product.

The poultry volume sold in the first semester represented 10% of
the company's total volume and was 8.8% lower than that of the
first semester 2007, reaching 51.2 thousand tons.  Physical
sales of protein in the quarter dropped 19.7% compared to the
second quarter 2007 and totaled 24.2 thousand tons.  The lower
percentages are in line with the strategy of targeting the
foreign market.  Even so, the average price rose 10.3% compared
to first semester 2007 and 18.9% compared to second quarter
2007.  This segment achieved revenues 0.7% higher than that of
the first semester 2007 and corresponded to approximately 7% of
the company's revenues in both periods.

Physical sales of pork protein in the first semester 2008 were
6.7% higher than those of the first semester 2007 and totaled
21.9 thousand tons in the period.  In the second quarter 2008,
this volume reached 12 thousand tons, 27.1% higher compared to
the second quarter 2007.  The pork segment represented 4.3% of
the total volume sold by the company in the first semester 2008
and 4.7% in the second quarter 2008.  Revenue in the first
semester 2008 was 40.4% higher than that of the first semester
2007 and, in the second quarter 2008, 59.6% higher than that of
the second quarter 2007.  The lower availability of pork in the
market boosted the average price in the half year, surpassing by
31.4% that charged in the first semester 2007 and, in the
quarter, it was 25.7% higher than that charged in the same
period of the prior year.

The beef volume sold in the first semester 2008 was 206.2%
greater than that sold in the same period of 2007, with 10.2
thousand tons. Physical sales in the second quarter 2008 also
increased –- 219.5% compared to second quarter 2007 -- totaling
6.1 thousand tons due to the redirecting of protein to the
domestic market in view of the European embargo.  The average
price in the first semester 2008 was 3.8% lower than that of the
first semester 2007 and that of the second quarter 2008 rose
10.1%.  Consequently, in the first semester 2008, this kind of
protein generated revenues 194.7% higher than that of first
semester 2007 and, in the second quarter 2008, 251.9% higher
than that of the second quarter 2007.

                         Foreign Market

Export revenues during the first semester 2008 exceeded that of
the first semester 2007 by 25.8%; in the second quarter 2008, by
29.6%.  This performance is the result of an increase of 7% in
physical sales of this half year and of 9.5% in the second
quarter 2008.  Further, the average prices in reais charged by
the company in the foreign market were 17.6% and 19.6% higher
than those in the first semester 2008 and in the second quarter
2008, respectively.  The foreign exchange devaluation was of
approximately 17%, both in the six-month and in the three-month
comparisons.

Revenue from the poultry segment in the first half of the year
was 33.5% higher than that of first semester 2007 and 42.2%
higher in the second quarter 2008.  In both periods, the amounts
were equivalent to 74% of the total earned by the company in the
foreign market.  The poultry volume in the first semester 2008
represented 78.3% of the total exported by the company and
totaled 462.8 thousand tons, 10.5% higher than that of the same
period last year.  Physical sales in the second quarter 2008
surpassed by 17% those of the second quarter 2007 and also
accounted for 78.9% of the total, reaching 246.8 thousand tons.  
The main highlight was the increase in the exports of cuts.  The
average price of this segment in the first semester 2008 was
20.8% higher in reais and 41.4% in U.S. dollars than that
charged in the first semester 2007 and, in the second quarter
2008, higher by 21.6% in reais and 42% in U.S. dollar, when
compared with the same quarter last year.

Physical sales of processed products in the first semester 2008
exceeded by 12.4% those recorded in the first semester 2007 and
totaled 59.1 thousand tons -– approximately, 10% of the
company's total sales.  In the second quarter 2008, this segment
totaled 30.2 thousand tons, 4.5% higher than that in the second
quarter 2007.  In the first semester 2008, revenue from this
segment represented 10.7% of the total and surpassed by 26.9%
the amount posted in the first semester 2007.  Revenue in the
second quarter 2008 evolved 23.4% when compared to the same
period of the prior year and was equivalent to 10.1% of the
total earned by the company.  The average price in the first
half of the year exceeded by 13.1% in reais and 32.4% in U.S.
dollars that of the first semester 2007 and, in the second
quarter 2008, by 17.9% in reais and 37.6% in U.S. dollar that of
the second quarter 2007.  It should be emphasized that the
exports of processed products were lower to the Americas due to
specific factors which ended up by affecting the volume exported
in the second quarter 2008.

The volume sold in the pork segment in the first semester 2008
was 5.2% lower compared to the first semester 2007, totaling
48.6 thousand tons – 8.1% of the company's total volume.  
Physical sales of protein in the second quarter 2008 totaled
25.4 thousand tons, 15.9% less than the same period of 2007.  
This was due to the strategy of directing pork raw material from
the foreign market to the production of processed products in
the domestic market.  In spite of that, the revenue recorded by
this segment in the first semester 2008 represented 9.8% of the
total and exceeded by 12.3% that earned in the first semester
2007.  In the second quarter 2008, the revenue grew 9.4%
compared to an equal period in the prior year.  In the first
semester 2008, the average price was 18.4% higher in reais and
38.6% in U.S. dollars than that of the first semester 2007 and
in the second quarter 2008, it surpassed by 30% in reais and
51.7% in U.S. dollars that of the same period of the prior year.

The beef exported volume in the first semester 2008 was 30.8%
lower than that of the first semester 2007 and, in the second
quarter 2008, physical sales fell 33.1% compared to second
quarter 2007, a reflection of the European embargo to the
Brazilian meat and the redirecting to the domestic market.  The
revenue recorded by this segment was 21.6% lower in the first
semester 2008 and 24.8% lower in the second quarter 2008,
compared to equal periods in the prior year.  In the first
semester 2008, the average price in reais exceeded by 13.3% that
of the first semester 2007 and grew 32.7% in U.S. dollar; the
average price in the second quarter 2008 was 12.6% higher in
reais and 31.4% in U.S. dollar than those in the same period of
the prior year, due to, primarily, the restriction in the supply
of animals.

                      Net Operating Income

Net revenue reached BRL4.9 billion in the first semester 2008,
of which BRL2.6 billion were in the second quarter 2008,
representing an increase of 24.6% compared to the first semester
2007 and 28.1% compared to the second quarter 2007.  This
increase was due to the larger volumes sold and higher average
prices charged, particularly of processed products in the
domestic market and of poultry in the foreign market.  The
average devaluations of the U.S. dollar in the six-month and
three-month comparisons were close to 17%.

                         Operating Income

The ratio of operating expenses –- selling, general,
administrative and other expenses – to net income fell in the
six-month comparison from 18.5% to 17.8% and in the three-month
from 19.2% to 18.1%, reflecting an efficiency gain in
operational management.

Selling expenses were BRL757.8 million and its ratio to net
income had a significant reduction, reducing to 15.5% in the
first semester 2008, compared to the 17.1% in the first semester
2007.  In the three-month comparison, the drop was from 17.4% to
15.6%. This performance reflects gains of scale and therefore a
dilution of fixed expenses.

General and administrative expenses totaled BRL66.7 million in
the first semester 2008 and BRL35.3 million in the second
quarter 2008, equivalent to 1.4% of the net revenues of the
first semester 2008 and of the second quarter 2008.  Such
increase is mostly related to the evolution of expenses to
provide support to growth in the oncoming years.

The provision for profit sharing (PPS) reached BRL43.5 million
in the first semester 2008, and BRL20.4 million in the second
quarter 2008.  In equal periods in 2007, the amounts were BRL12
million and BRL6 million.  The higher amounts in 2008 are the
result of a more equitable distribution of these expenses during
the year.

Earnings before financial expenses and equity in the earnings of
subsidiaries (EBIT) in the half year surpassed by 7.8% that of
the first semester 2007, reaching BRL304.7 million. In the
quarter, a substantial growth of 12.3% was recorded.

EBITDA (earnings before interest, tax, depreciation and
amortization) reached BRL548.4 million in the first semester
2008 and BRL271.5 million in the second quarter 2008, amounts
19% and 18.4% higher than those recorded in equal periods in the
prior year, respectively.  The EBITDA margin in the half year
was 11.3% and in the second quarter 2008, it was 10.5%.

                         Financial Results

Sadia's financial results reflect the financial management of
its financial assets and liabilities as well as the foreign
exchange variations of its investments abroad.

For the half year, the result was a positive amount of BRL24.6
million while in 2007 it was a negative BRL3.8 million.  This
result is obtained basically from two factors.  First the
decrease in interest on financial investments was due to a
reduction in the nominal amount invested. Second the foreign
exchange effect caused by the variation of the currency on the
exposure of the assets and liabilities as well as effects from
hedges.

In the quarter, this result represented a negative amount of
BRL12.2 million in 2008 and a positive amount of BRL2.7 million
in 2007.  

                              Debt

At the end of June 2008, Sadia's net financial debt totaled
BRL2.1 billion, an amount 92.5% higher than that at the end of
June 2007.  The ratio of net debt to EBITDA closed the half year
at 1.8.  This was due primarily to the company's investment
plans, which totaled BRL952.7 million in the first semester
2008.

In June 2008, the risk rating agency Standard & Poor's raised
Sadia's corporate credit rating from “BB” to “BB+”.  This
upgrade reflects a higher stability in Sadia´s margins as well
as the measures taken to protect its cash flow during the
process of growth and improvement of operational efficiency
during the last years.  Further, it is in line with the
consistent domestic and foreign demands and should lead to a
broader price flexibility and reduce the company's exposure to
the prices of commodities.  This upgrade also reflects a greater
diversification of the company's mix and production.  Sadia is
expanding its productive capacity in Brazil with a high growth
level and strengthening its brand in key export destinations
such as Russia and the Middle East.  This activity provides
support to a broader product mix and reduces the risks of
commercial and sanitary barriers.

                            Net Income

Net income in first semester 2008 was BRL334.8 million, 62.9%
higher than the result reached in the first semester 2007.  This
increase represented 9.6% in the quarter, from BRL109.4 million
in 2007 to BRL119.9 million in 2008.  The company recorded a
Return On Equity (ROE) of 10.6% in the first semester 2008
against 7.9% in the same period of 2007.

                           Investments

Sadia invested BRL952.7 million in the first semester 2008, of
which BRL525.7 million in the second quarter 2008. These amounts
exceeded by BRL600.2 million and BRL350.1 million the amounts of
the first semester 2007 and 1Q07, respectively. Of the total
invested in the quarter, BRL167.6, million (31.9%) were destined
to the segment of processed products, BRL216.6 million (41.2%)
to the poultry segment, BRL77.7 million (14.8%) to the pork
segment, BRL1.3 million (0.2%) to the beef segment and BRL62.5
million (11.9%) to other areas.

In June, Sadia signed a letter of intent to invest in a
production unit in the City of Mafra, in Santa Catarina.  This
unit will comprehend a pork slaughterhouse, a feed plant and
integrated production farms (outgrowers).  It will have a
slaughtering capacity of 5 thousand heads/day and, when
operating at full capacity as scheduled by 2011, will generate
an annual revenue of BRL500 million.  The grain plant will
produce 60 thousand tons/month.  This enterprise will receive
total investments of BRL650 million up to 2010, of which BRL400
million will be supplied by the company and BRL250 million by
third parties.

Another investment announced by Sadia, this one in July, will be
made in Campo Verde, State of Mato Grosso, in a new production
unit including a poultry slaughterhouse, a feed plant, a
hatchery and integrated system farms.   This unit will have a
slaughtering capacity of 500 thousand heads/day and will produce
80 thousand tons/month of animal feed.  When operating at full
capacity, by 2011, it will generate an estimated annual revenue
of BRL780 million.  Out of the total production, 60% will be
destined to the foreign market. The estimated total investment
is BRL630 million, to start as of 2009, of which BRL400 million
will come from the company and BRL230 million from third
parties.

                             Outlook

The investment plan for 2008 includes the amount of
BRL1.6 billion, to be distributed as follows: BRL556 million to
processed products, BRL558 million to Lucas do Rio Verde
(poultry slaughtering will start by the beginning of the second
half of the year and pork slaughtering by the end of 2008),
BRL70 million to the beef segment, BRL150 million to breedstock,
BRL60 million to Pernambuco distribution center and the
remaining BRL206 million in various expansion and enlargement
projects, IT and infrastructure.

For 2008, Sadia estimates an evolution between 12% to 14% in
total physical sales compared to 2007 and EBITDA margin between
11% and 12%.

The company intends to continue investing firmly in innovative
projects that leverage the strength of its brand with a focus on
its core business, which is the production of processed meat
products to the domestic and foreign markets.

                            About Sadia

Headquartered in Sao Paulo, Brazil, Sadia S.A. --
http://www.sadia.com-- operates in the agro industrial and food
processing sectors in Brazil and primarily produces a range of
processed products, poultry, and pork.  The company distributes
around 1,000 different products through distribution and sales
centers located in Brazil, China, Japan and Italy.

                           *     *      *

As reported in the Troubled Company Reporter-Latin America on
July 24, 2008, Moody's affirmed its Ba2 local currency corporate
family rating and senior unsecured foreign currency rating for
Sadia S.A., but changed the rating outlook to stable from
positive.  The change in outlook was primarily prompted by
Moody's view that margin pressure and negative free cash flow
will postpone Sadia's attainment of improved credit metrics.

TCR-Latin America reported on June 23, 2008, Standard & Poor's
Ratings Services has raised its long-term corporate credit
rating on Brazilian food producer Sadia S.A. to 'BB+' from 'BB'.  
The rating on the company's US$250 million notes was also raised
to 'BB+'.  The outlook is stable.  Sadia's total debt
outstanding at Dec. 31, 2007, was approximately US$2 billion.


SERRA DO FACAO: Moody's Withdraws Ba2 Rating on Debentures
----------------------------------------------------------
Moody's America Latina Ltd. has withdrawn the provisional
ratings of (P) Ba2 on its global scale and (P) Aa2.br on its
Brazilian National Scale of 5-year BRL140 million local
debentures.  The provisional ratings assigned on Aug. 16, 2007,
have been withdrawn because Serra do Facao Participacoes is no
longer expected to issue these debentures.


TAM SA: Expands Codeshare Agreement With Tap Portugal
-----------------------------------------------------
TAM S.A. and TAP Portugal are broadening the codeshare agreement
signed between the two companies to offer daily connections
between Portugal and Argentina.  The partnership allows TAP to
sell, with its own code, the flights operated by TAM to Buenos
Aires, Argentina, via Sao Paulo and Rio de Janeiro.

With the start of this new phase of the partnership between TAM
and TAP, passengers can check-in and send their luggage just
once in Lisbon or Porto and have quick connections in Sao Paulo
and Rio de Janeiro to continue to Buenos Aires, reducing the
total travel time.

The partnership agreement, in effect since September 2007, also
extends to the TAM Loyalty and TAP Victoria programs, as well as
including the entire services network made available by the two
companies, creating multiple options for accumulating or
exchanging points or miles.

“Broadening the agreement between TAM and TAP will be more
convenient for passengers traveling between Portugal and
Argentina.  We hope to extend this new phase of the partnership
to other South American destinations,” stated Paulo Castello
Branco, TAM Vice-President of Planning and Alliances.

“The success of our partnership is evident,” pointed out Jose
Guedes Dias, TAP Director of Alliances and External Relations.  
“The gradual broadening of our cooperation demonstrates the
commitment of both companies to ensure our clients have services
even more convenient and special in terms of quality and reach.  
The mutual synergy of the TAP and TAM networks allows us to
ensure the most convenient connections between Portugal and
Brazil, and now also to Argentina.”

TAP believes that strengthening its cooperation with TAM will
result in a considerably better service and range of options
offered to its clients, which reflects the company's main
objective of anticipating and satisfying the growing needs of
its passengers.

    Investor Relations:
    Phone: (55) (11) 5582-9715
    Fax: (55) (11) 5582-8149
    invest@tam.com.br
    http://www.tam.com.br/ir


    Press Agency:
    Phone: (55) (11) 5582-8167
    Fax: (55) (11) 5582-8155
    tamimprensa@tam.com.br
    MVL Comunicacao
    Phone: (55) (11) 3594-0302 / 0304 / 0305

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 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.

As reported in the TCR-Latin America on June 23, 2008, Fitch
Ratings affirmed the 'BB' Foreign and Local Currency Issuer
Default Ratings of TAM S.A.  Fitch 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 revised its rating
outlook to negative from stable.



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

BANCROFT IAM: Deadline for Proofs of Claim Filing Is Aug. 7
-----------------------------------------------------------
Bancroft Iam Ltd.'s creditors have until Aug. 7, 2008, to prove
their claims to Westport Services Ltd., 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.

Bancroft Iam's shareholders decided on June 3, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Westport Services Ltd.
                P.O. Box 1111
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Bonnie Willkom
                Telephone: (345) 949-5122
                Fax: (345) 949-7920


HANTEC BALANCED: Proofs of Claim Filing Deadline Is Aug. 7
----------------------------------------------------------
Hantec Balanced Growth Fund Ltd.'s creditors have until
Aug. 7, 2008, to prove their claims to Walkers SPV Limited, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Hantec Balanced's shareholder decided on July 8, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

                Anthony Johnson
                Telephone: (345) 914-6314


PARMALAT SPA: High Cost, Low Demand Cut H1 EBITDA to EUR146.3MM
---------------------------------------------------------------
Parmalat S.p.A. released its preliminary results for the for
half ended June 30, 2008.

The Parmalat Group posted EUR146.3 million in EBITDA on
EUR1.9 billion in net revenues for the first half 2008, compared
with EUR163.2 million in EBITDA on EUR1.81 billion in net
revenues for the same period in 2007.

The company attributed the lower EBITDA compared with 2007 to:

    * increase in the cost of milk raw material;

    * the negative impact of lower unit sales caused by
      shrinking consumer demand and strong competitive pressure
      from private labels; and

    * an increase in manufacturing overheads and marketing costs
      attributable almost exclusively to strong inflationary
      pressure in South Africa and Central and South America.

At June 30, 2008, the group's net financial position showed an
improvement of EUR45.2 million, with net financial assets
increasing from EUR855.8 million at Dec. 31, 2007, to
EUR901 million at June 30, 2008.

The main reasons for this positive change are:

    * cash flow from operating activities, which totaled about
      EUR15 million, net of changes in operating working capital
      and investments;

    * flows from non recurring activities, which amounted to
      EUR36.7 million principally reflecting the deconsolidation
      of EUR35.1 million in net borrowings of Newlat S.p.A.,
      sold in May 2008;

    * inflows from litigation, which reflected proceeds of
      EUR437.9 million from settlement agreements executed
      during the first half of 2008 and expenses of
      EUR28.8 million to pursue legal actions;

    * tax-related flows, which totaled about EUR172.6 million,
      including EUR83 million for operating activities and
      EUR89.6 million for litigation settlements;

    * dividend payments of EUR262.1 million; and

    * a change in net indebtedness for the period, with
      liquidity increasing by more than EUR45 million, due in
      part to a positive currency translation effect
      (appreciation of the euro versus the currencies of
      consolidated companies) of more than EUR27 million.

                         Parmalat S.p.A.

Meanwhile, Parmalat S.p.A. posted EUR24.9 million in EBITDA on
EUR458.3 million on net revenues for first half 2008, compared
with EUR34.9 million in EBITDA on EUR426.9 million in net
revenues for the same period in 2007.

Net profit of the period is inclusive of the settlements for a
total amount of EUR437.9 million beyond the adjustment of the
intangible assets due to the impairment test for an amount of
about EUR60 million.

Net financial assets grew from around EUR1.23 billion at
Dec. 31, 2007, to around EUR1.32 billion at June 30, 2008.  The
improvement is the result of a positive cash flow from
operations and reflects the contribution of the nonrecurring
transactions.

                         Business Outlook

The worsening of the economic and financial crisis has affected
the economic trend of Parmalat Australia and Parmalat South
Africa.

To this situation a major decline of the Italian market must be
added.  Damages suffered by the above mentioned markets have
been only partially compensated by the positive trend of other
subsidiaries and by the operational actions already implemented
and in course of implementation.

In consideration of the results and in absence of extraordinary
events, it is confirmed the “guidance” for the Group that
presents an increase in revenues of 3% respect to 2007, while it
is expected that EBITDA of Parmalat Group, for this period,
could be around EUR350 million.

Parmalat expects between EUR445 million to EUR450 million in net
profit for first half 2008, compared with EUR198.2 million in
net profit for the same period in 2007.

Parmalat Group expects between EUR425 million to EUR430 million
in consolidated net profit for first half 2008, compared with
EUR244.3 million in consolidated net profit for the same period
in 2007.

                        About Parmalat

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

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

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

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

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

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


SYMPHONIA III: Deadline for Proofs of Claim Filing Is Aug. 7
------------------------------------------------------------
Symphonia III's creditors have until Aug. 7, 2008, to prove
their claims to Mark Hill and Giles Le Sueur, 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.

Symphonia's shareholders decided on July 26, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Mark Hill and Giles Le Sueur
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


TAMACHI TTP: Proofs of Claim Filing Deadline Is Until Aug. 7
------------------------------------------------------------
Tamachi TTP Holdings' creditors have until Aug. 7, 2008, to
prove their claims to Mark Hill and Giles Le Sueur, 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.

Tamachi TTP's shareholders decided on June 26, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Mark Hill and Giles Le Sueur
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands



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

DOLE FOOD: High Refinancing Risks Cue Fitch's Negative Watch
------------------------------------------------------------
Fitch Ratings has placed the ratings of Dole Food Company, Inc.,
Solvest Ltd., and Dole Holding Company, LLC, on Rating Watch
Negative as:

Dole Food Company, Inc. (Operating Company)
-- Long-term Issuer Default Rating 'B-';
-- Secured asset-based revolving facility 'BB-/RR1';
-- Secured term loan B 'BB-/RR1';
-- Senior unsecured debt 'CCC+/RR5'.

Solvest Ltd. (Bermuda-based Subsidiary)
-- Long-term IDR 'B-';
-- Secured term loan C 'BB-/RR1'.

Dole Holding Company, LLC (Intermediate Holding Company)
-- Long-term IDR 'B-'.

This rating action affects Dole's approximate US$2.4 billion in
consolidated debt at the quarter ended June 14, 2008.

The Negative Watch reflects Fitch's view that heightened
refinancing risks exists in the near-to-intermediate term for
Dole's 2009 and to a lesser extent its 2010 and 2011 maturities.
Despite meaningful recent improvement in the company's operating
performance, Fitch expects cash flow generation to remain
strained due to the inability to completely offset higher than
normal fuel, agricultural chemicals, and tariff related
operating costs with incremental pricing and hedging.  While a
reduction in European Union banana tariffs could provide
meaningful incremental cash flow, a definitive resolution
regarding the magnitude and timing of such remains uncertain.

Dole's maturities include US$350 million of 8 5/8% unsecured
notes due May 1, 2009, US$400 million of 7 1/4% unsecured notes
due June 15, 2010 and US$200 million of 8 7/8% unsecured notes
due March 15, 2011.  After generating negative free cash flow
annually since 2005, the company remained free cash flow
negative during the first half of fiscal 2008.  While near-term
liquidity provided by cash on hand and availability on its
asset-based revolver is improving, it is still insufficient for
paying off the 2009 maturity.  These factors, in addition to
uncertainty regarding the ability and timing of divestitures,
have resulted in the need for Dole to explore other alternatives
for dealing with the 2009 maturity.

Dole had approximately US$243.1 million of liquidity, which
includes approximately US$77.4 million of cash and
US$165.7 million available on its US$350 million asset-based
revolver which expires in 2011, at June 14, 2008.  Assets-held-
for-sale increased to US$235.3 million due to the company's
formal decision to place its Fresh-Cut Flowers operation up for
sale.  Dole's ability to incur incremental debt is currently
limited by the terms of its debt agreements.

At this time, Dole plans to refinance at least some portion of
the 2009 notes with unsecured financing by year end.  Other
alternatives being considered by the company include amendment
of its secured bank facilities, additional equity from owner
David H. Murdock, or other forms of financing.  Fitch believes
that the company's high financial leverage and negative free
cash flow during a period of tight credit conditions could limit
its ability to refinance these notes.  The company has indicated
that failure to timely re-pay the 2009 notes could lead to an
event of default with potential serious impact on its overall
liquidity.

Resolution of the Negative Watch could occur once the company
deals with the US$350 million of unsecured notes maturing
May 1, 2009.  Further reductions in leverage, which might occur
with a considerable immediate reduction in EU banana tariffs,
could provide positive bias for the ratings.  Unless free cash
flow generation improves considerably in the near-to-
intermediate term, Fitch also looks for Dole to articulate a
plan for dealing with its larger 2010 maturity.  Additional
downgrades of Dole's ratings are likely if the company has not
cured the 2009 maturity by year end, if there is a material
change in the company's capital structure that results in
reduced recovery prospects for Dole's existing bondholders, or
if leverage levels increase materially from current levels.

Dole's ratings reflect the company's high financial leverage,
and the volatility and the lower margin commodity orientation of
its products, but consider the noticeable improvement in
operating performance and the resulting positive effect on
leverage during the first half of fiscal 2008.  The ratings
incorporate expectations that cash proceeds from targeted asset
sales will be used to reduce secured bank debt during fiscal
2008, as mandated by the terms of its bank credit facility.  
However, given continued cost pressures, high working capital
requirements and the current level of capital investments,
additional significant near-term improvement in the company's
credit statistics is not anticipated.

For the latest 12 month period ended June 14, 2008, leverage was
6.8x times, down from 8.3x at Dec. 29, 2007.  Interest coverage
was 1.9x and FFO fixed-charge coverage was 1.4x.  Dole was in
compliance with its bank financial covenant, which requires
minimum quarterly fixed-charge coverage of 1x if its asset-based
loan availability is less than US$35 million or 10% of the loan
commitment.

During the first half of fiscal 2008, Dole's sales grew 14% to
US$3.7 billion and operating income increased 61% to
US$175 million.  The gains were driven by strong worldwide
banana pricing, increased volume sold in its European ripening
and distribution business and foreign exchange benefits.  
Operating activities used US$2.6 million of cash flow versus
providing US$25.5 million during the same period last year, and
capital expenditures were US$35.3 million, down from US$44
million last year.  Cash flow was supplemented by US$32 million
of assets sales.  On July 9, after the end of the second fiscal
quarter, Dole announced that it had closed three asset sale
transactions generating approximately US$100 million in cash.  
The company used US$66 million to reduce the outstanding balance
on its asset-based revolver, which was US$180 million at quarter
end, and US$34 million to pay down its term loan B, which
totaled US$220.5 million at quarter end.

Dole Food Company is the world's largest producer of fresh fruit
and fresh vegetables.  The company markets a growing line of
value-added products and is one of the largest producers of
fresh-cut flowers in Latin America.  At Dec. 29, 2007, 60% of
Dole's US$6.9 billion in annual revenue was generated from
outside of the U.S. Dole's operations are fully integrated with
the vast majority of growing, harvesting, processing and
packaging done in South America and the Far East.  At the end of
fiscal 2007, Dole had US$4.6 billion of assets.  Approximately
44% of its US$1.5 billion in tangible long-lived assets were
located in the U.S. In 2007, Dole had four operating segments
which made the following contribution to revenue: Fresh Fruit
(68%), Fresh Vegetables (15%), Packaged Foods (15%) and Fresh-
Cut Flowers (2%).

Operating profit for Fresh Fruit was US$107.6 million and for
Packaged Foods was US$78.5 million in 2007.  Fresh Vegetables
lost US$21.7 million and Fresh-Cut Flowers lost US$19.1 million
during the same period.  The company's Fresh-Cut Flowers segment
was reclassified as discontinued operations during the second
quarter of fiscal 2008.  Dole Foods is 100% owned by its
chairman, David H. Murdock of DHM Holdings, Inc.

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/--  is a producer of fresh      
fruit and fresh vegetables, and markets a line of value-added
products.  The company operates in four business segments: fresh
fruit, fresh vegetables, packaged foods and fresh-cut flowers.
The fresh fruit segment contains operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide.  The fresh vegetables segment
contains two operating divisions that produce and market
commodity and fresh-cut vegetables to wholesale, retail and
institutional customers, primarily in North America, Europe and
Asia.  The packaged foods segment contains operating divisions
that produce and market packaged foods, including fruit, juices
and snack foods.  The fresh-cut flowers segment sources, imports
and markets fresh-cut flowers, grown mainly in Columbia,
primarily to wholesale florists and retail grocers in the United
States.

In Latin America, Dole owns and operates 11 packing and cold
storage facilities, a corrugated box plant and a wooden box
plant in Chile.  The Company also operates a fresh-cut salad
plant and a small local fruit distribution company in Chile.
Dole also owns and operates corrugated box plants in Colombia,
Costa Rica, Ecuador and Honduras and a value-added vegetable
plant in Costa Rica.  Dole produces flowers in Colombia and
Ecuador, where it owns packing and cooling facilities.  Dole
also leases a facility in Colombia for bouquet construction.



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

BANCOLOMBIA SA: Research Oracle Eyes Continued Lending Growth
-------------------------------------------------------------
Research Oracle reported that Bancolombia S.A. will be able to
achieve continued lending growth, albeit at a slower pace, based
on the bank's domestic market leadership position.

Bancolombia's first quarter 2008 top line was in line with
Research Oracle's estimate, however the bottom line fell short
of expectations.  Net interest income was primarily driven by
expansion in the loan portfolio and rising yields.  Coupled with
rising net fee and service income, this boosted overall top-line
performance.  Improved cost efficiency positively impacted the
bottom-line during the period.  However, this was partially
offset by higher provisioning requirements, the impact of high
prevailing interest rates on asset quality.  

Research Oracle expects recent interest rate hikes to moderate
credit growth in the economy.  Research Oracle expects high
interest rates prevailing in Colombia to lift provisioning
expenses further.  Research Oracle also expects improvements in
operating efficiency to trickle down to the bottom line.  
Overall, Bancolombia remains fundamentally strong.  Therefore,
the recent decline in the preferred stock price has created an
attractive buying opportunity.

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

                          *     *     *

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


ECOPETROL SA: To Develop Alicante Block With Meta Petroleum
-----------------------------------------------------------
Ecopetrol S.A.has executed an agreement with Pacific Rubiales
Energy Corp.'s subsidiary, Meta Petroleum, to jointly develop
the Alicante Block in the Llanos Orientales Basin of Colombia.

Under the agreement, Ecopetrol will farm out 55% of its working
interest rights in the Alicante Block to Pacific Rubiales.  The
Alicante Block, which is located 20 kilometres east of the City
of Villavicencio was awarded by the National Hydrocarbons Agency
of Colombia to Ecopetrol in 2006.  Alicante is also located next
to the Apiay Block, close to existing infrastructure.

Working commitments under the agreement include seismic
acquisition during the third quarter of 2008 and drilling one
exploratory well in the second half of 2009.

The block has a total area of 38,684 hectares and is part of the
wider strategy that the two companies are executing for the
development of heavy crudes in Colombia. This agreement requires
the formal approval of the National Hydrocarbons Agency.

Pacific Rubiales Energy's Chief Executive Officer Ronald Pantin
said, “We are delighted to develop the Alicante Block with
Ecopetrol.  This agreement reinforces our commitment to the
development of heavy crude oil potential in the Colombian
Llanos.”

                     About Pacific Rubiales

Pacific Rubiales, a Canadian-based company and producer of
natural gas and heavy crude oil, owns 100% of Meta Petroleum
Limited, a Colombian oil operator which operates the Rubiales
and Piriri oil fields in the Llanos Basin in association with
Ecopetrol S.A.  The company is focused on identifying
opportunities primarily within the eastern Llanos Basin of
Colombia as well as in other areas in Colombia and northern
Peru.  Pacific Rubiales has a current net production of
approximately 21,000 barrels of oil equivalent per day, with
working interests in the Rubiales, Piriri and Quifa concessions
and the Caguan, Dindal, Rio Seco, Puli B, La Creciente, Moriche,
Guama, Arauca, Tacacho and Jagueyes blocks in Colombia and
blocks 135, 137 and 138 in Peru.

                         About Ecopetrol

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

                           *     *     *

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



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

* DOMINICAN REPUBLIC: Overspending Results in DOP21 Bil. Deficit
----------------------------------------------------------------
According to dr1 newsletter, the Dominican Republic has
DOP21 billion in deficit this year due to government
overspending.

The newsletter relates, citing Listin Diario, Dominican
Republic's oldest newspaper, that the goverment plans to finance
the deficit through PetroCaribe, the joint energy alliance
between Venezuela and the Caribbean.

The newsletter says the executive branch of the Dominican
govenment sent a complementary budget to Congress on July 30, of
which DOP10.3 billion came from tax revenue increases and
DOP5.05 billion from Central Bank recapitalizing.

Dominican Republic online says that the bill will also slice
DOP360 million from the DOP576 million allotment fund to
purchase Super Tucano Brazilian airplanes for the Ministry of
Armed Forces.

The complementary bill also has the power to take foreign debts
to construct the Duarte Highway-Casabito-Constanza road in the
province of La Vega which is entrusted to the Ministry of Public
Works, Dominican Republic online adds.



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

NAT'L COMMERCIAL: Assists CL Financial in Lascelles Buy
-------------------------------------------------------
The National Commercial Bank Jamaica Limited's Corporate Banking
Division and its unit, NCB Capital Markets Ltd., has provided
technical and financial support to CL Financial Group's
acquisition of a controlling stake in Lascelles de Mercado.

The National Commercial team led a syndicate of Jamaican
financial institutions that closed the deal.  The Jamaican
economy is expected to receive a significant boost as over
US$600 million dollars was paid to shareholders of Lascelles de
Mercado.

The financing associated with the historic transaction was a
successful regional effort, noting that other members of the
syndicate included First Global Bank and Pan Caribbean Financial
Services.  Citigroup arranged a component of the financing in
the Trinidad and Tobago market.

The transaction demonstrates the regional integration taking
place with the combination of a major Trinidad-based
conglomerate with one of Jamaica's most respected companies.  
The deal bodes well for future corporate deals as the majority
of the funding was raised within the Caribbean.

The multi-million dollar deal was finalized on July 28, 2008.

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

                        *     *     *

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

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



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

FRONTIER AIRLINES: Gets Okay to Execute Amended First Data Deal
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Frontier Airlines
Holdings Inc. and its subsidiaries to perform under the Letter
Agreement dated as of July 9, 2008, with First Data Merchant
Services Corporation dba Sovereign Merchant Services.

The Debtors notified Judge Drain that they entered into a (i)
letter agreement dated July 9, 2008, with Sovereign Bank, First
Data Merchant Services Corporation d/b/a Sovereign Merchant
Services, and (ii) a merchant services airline bankcard
agreement dated Aug. 14, 2007, with First Data, as amended by
the July 9 Letter Agreement.

According to Marshall S. Huebner, Esq., at Davis Polk &
Wardwell, in New York, while no objections have been filed to
the Debtors' request to perform under their agreements with
First Data, the statutory committee of unsecured creditors
communicated some concerns it had to the Debtors.  

Accordingly, the Debtors, First Data and the Committee
negotiated the July 9 Letter Agreement to replace and supersede
the letter agreement dated as of May 23, 2008.

In full satisfaction and resolution of the Committee's concerns,
the Debtors and First Data agreed to these terms in the July 9
Letter Agreement:

  (a) in lieu of a “holdback” for some of the time period
      addressed in the May 23 Agreement, First Data will
      receive, for that period, an accreting allowed
      superpriority administrative claim pursuant to
      Section 507(b) of the Bankruptcy Code;

  (b) in the event that the Debtors enter into any debtor-in-
      possession financing arrangement while First Data holds
      the Superpriority Claim, the Superpriority Claim will be:

         * pari passu with any superpriority administrative
           claim granted in connection with any DIP Financing;
           and

         * subject to any “carve-outs” for the United States
           Trustee, statutory and professional fees and related
           items provided for in any the DIP Financing;

  (c) in addition to other collateral provided for under the
      Letter Agreement, First Data will have a valid, binding,
      continuing, enforceable, fully-perfected first priority
      senior security interest in and lien upon certain of
      the Debtors' ground service equipment -- the GSE lien --
      until its holdback reaches an agreed amount;

  (d) so long as it is in place, the GSE Lien will not be
      primed or made subordinate to any other lien on an
      equipment without the written consent of First Data; and

  (e) the GSE Lien and the Superpriority Claim will be released,
      relinquished, extinguished and canceled automatically and
      without further action by any party or the Court, by
      operation of the terms of, and at the time set forth in,
      the Letter Agreement.  

      First Data will promptly execute any and all documents
      necessary to effectuate or evidence such release and
      relinquishment of the GSE Lien and the Superpriority
      Claim.

The Debtors' stated that this will result in immediate
incremental liquidity to the Debtors, and will provide them with
a period, commencing upon entry, during which they will receive
100% of their VISA and MasterCard receipts, Mr. Huebner noted.

First Data will, between and including June 26, 2008, and
Sept. 30, 2008, receive an accreting allowed superpriority
administrative claim pursuant to Section 507(b) of the
Bankruptcy Code on the terms set forth in the Letter Agreement,
the Court said.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: May Reject and Assume Leases Until November 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Frontier Airlines Holdings Inc.
and its subsidiaries may assume or reject unexpired leases of
non-residential real property to and including Nov. 6, 2008.

As reported in the Troubled Company Reporter on July 11, 2008,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New
York, related that the Debtors can carefully identify, analyze
and evaluate each of the Leases in order to make informed
decisions about whether to assume or reject them.

The Court's order is without prejudice to the right of any
lessor under a Lease to ask the Court to fix an earlier date by
which the Debtors must decide on their Leases, Judge Robert D.
Drain ruled.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Plan Filing Period Extended to August 13
-----------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended Frontier Airlines
Holdings Inc. and its subsidiaries' exclusive periods to file a
plan of reorganization, through and including Aug. 13, 2008,
when the Court convenes a hearing to consider final approval of
the request.

Judge Drain directed the Debtors to promptly notify the Court,
in advance of the August 13 hearing, of any consensual
resolutions with respect to potential objections to their
request.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Wants Hearing on Go Flip Investment Set Oct.
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the
U.S. Bankruptcy Court for the Southern District of New York to:

  -- approve procedures for the solicitation and consideration
     of proposals to make an equity investment in the Debtors,
     and to refinance or replace the debtor-in-possession credit
     facility;

  -- approve termination fee and expense reimbursement
     provisions in connection with a proposed investment
     pursuant to an investment agreement among the Debtors and
     Go Flip Go, L.L.C., an affiliate of Perseus, L.L.C.; and

  -- set October 8, 2008, as the hearing date to consider
     approval of the Proposed Investment, or of the successful
     investment, pursuant to a proposed auction.

                 Proposed Investment Agreement

In accordance with the Secured Super-Priority Debtor-in-
Possession Credit and Guaranty Agreement, dated as of July 25,
2008, between Frontier Airlines Holdings Inc., and Perseus
L.L.C., the Lenders would extend to the Debtors US$75,000,000 in
the aggregate, in two tranches of US$40,000,000 and
US$35,000,000.

The funding of the second tranche is conditioned on, among other
things, the Court's approval of the Investment Agreement, under
which Perseus will pay Frontier US$100,000,000 for 79.9% of the
equity of the reorganized Debtors.

As a principal term of the Investment Agreement, Frontier will
issue to Perseus a number of Class B Common Shares representing
79.9% of the total equity capital of Frontier Holdings, on a
fully diluted basis, for US$100,000,000.  Upon confirmation of
the Debtors' plan of reorganization, the Class A Shares and
Class B Shares will be Frontier's only outstanding equity
securities.

The Class A and Class B Common Shares will be identical in all
respects, except that the holders of Class B Common Shares will
have the right to elect five directors to the board of directors
of Frontier Holdings, and will be entitled to special voting
rights, which include:

  (1) no amendment to the articles or by-laws of Frontier will
      be made without the consent of holders of Class B Common
      Shares representing at least two-thirds of the outstanding
      Class B Common Shares;

  (2) so long as the number of Class B Common Shares exceeds the
      number of Class A Common Shares, (i) issuance of equity
      securities and (ii) voluntary liquidation, dissolution,
      recapitalization, reorganization or similar transactions
      will require the consent of a majority of the holders of
      Class B Common Shares; and

  (3) significant acquisitions or dispositions, sales, or asset
      transfers; incurrence of significant debt; appointment or
      dismissal of the chief executive officer, chief financial
      officer and chief operating officer; certain dividends and
      distributions; repurchases of equity securities; and
      related transactions will require the consent of Perseus,
      as long as it owns Class B of Common Shares representing
      at least 30% of the outstanding Class B and Class A Common
      Shares.

Upon confirmation of Frontier's Plan, the Debtors will enter
into a registration rights agreement, that will require them to
file a resale registration statement that permits free resale of
the Class A Common Shares into which the Class B Common Shares
are convertible, pursuant to Rule 415 of the Securities Act.

The board will be composed of nine directors, consisting of:

  * five members designated by Perseus;

  * one member designated by the statutory committee of
    unsecured creditors;

  * the chief executive officer of Frontier; and

  * two members, neither of whom is an employee or an affiliate
    of the Debtors or Perseus.

The Debtors will indemnify Perseus against any losses arising
from breach of the Investment Agreement, under which the
Debtors' maximum liability will not exceed US$15,000,000, and
subject to (i) a US$3,000,000 deduction, (ii) not applicable if
Perseus has not funded either tranche of the DIP Credit
Facility, and (iii) not applicable with respect to any loss
resulting from a decline in the value of the Frontier's stock
that will be purchased by Perseus.

Under certain circumstances, the Investment Agreement provides
for payment by Frontier Holdings to Perseus of:

  (a) a termination fee of US$3,000,000;

  (b) an expense reimbursement in connection with Perseus'
      exercise of its rights under the Agreement;

  (c) termination damages equal to the excess fair value of
      79.9% of the Reorganized Debtors over US$100,000,000;

  (d) a closing fee of US$2,000, which will be credited against
      the Investment Price; and

  (e) an annual management fee of US$1,000,000, for Perseus'
      consulting and business advisory services provided to the
      Debtors.

Perseus would be able to terminate the Investment Agreement upon
the occurrence of, among others, failure (i) to close on or
prior to Sept. 30, 2009, and (ii) to obtain an Order confirming
a plan of reorganization acceptable to Go Flip Go, on or prior
to Sept. 20, 2009.

A full-text copy of the proposed Investment Agreement is
available for free at:

http://bankrupt.com/misc/Frontier&GoFlipGo_InvestmentPact.pdf                
       

                  Investment Proposal Protocol

The Debtors submit that the procedures for the solicitation of
proposals to make an equity investment in the Debtors is
designed to maximize recovery for the benefit of the Debtors'
estates, their creditors and other parties-in-interest.

Moreover, the Proposal Protocol was designed to balance the
Debtors' interest in ensuring that Perseus remains committed to
consummate the Investment, while preserving the opportunity to
attract higher or otherwise better proposals.

Pursuant to the proposed Protocol, a potential investor, other
than Perseus, may express their intent to participate by
delivering to the Court an executed confidentiality agreement;
current, audited financial statements; and a proposal outlining
the terms of the investment.

A Qualified Investor will deliver copies of their proposal, on
or before Sept. 22, 2008, to:

  * Davis Polk & Wardwell, 450 Lexington Avenue, New York,
    New York 10017, Attention: Marshall S. Huebner; and

  * Seabury Group LLC, 1350 Avenue of the Americas, 25th Floor,
    New York, New York, 10019, Attention: Michael B. Cox.

Qualified Investors are required to, among other things, (i)
deliver a commitment to refinance the DIP Facility offered by
Perseus, together with an executable credit agreement, and (ii)
make a good faith-deposit of US$7,500,000.  The projected net
cash proceeds to the Debtors from the Binding Proposal must be
no less than the projected net cash proceeds available under the
Investment Agreement.

Upon coming up with a pool of Qualified Investors, the Debtors
will conduct an auction on the Qualified Investment Proposals on
Sept. 25, 2008.

In consultation with the Official Committee of Unsecured
Creditors, the Debtors will review the Proposals presented at
the Auction, and identify the highest or otherwise best proposal
for the Investment.  The Debtors will publish notices of the
Auction in the national edition of the Wall Street Journal.

Absent a Qualified Proposal or a Qualified Investor, no Auction
will be conducted, and Perseus' proposal, as specified in the
Investment Agreement, will constitute the Successful Proposal.

The Court will convene a hearing on Aug. 5, 2008, to consider
approval of the Debtors' request.

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

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

(Frontier Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


MAXCOM TELECOM: Wants to Participate in WiMAX Spectrum Auctions
---------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., has confirmed that it
wants to participate in auctions for WiMAX or Worldwide
Interoperability for Microwave Access spectrum, Business News
Americas reports.

WiMAX is a telecommunications technology that provides wireless
data in many ways, from point-to-point links to full mobile
cellular type access.  

According to BNamericas, auctions for WiMAX and 3G spectrum were
due to proceed this year.  However, reports this month said that
there were delays allegedly due to changes at regulator Cofetel.  
A confirmed date will still be announced.

BNamericas relates that Maxcom Telecomunicaciones may hold off
the launch of services related to WiMAX until it is satisfied
with service quality and cost.  Maxcom Telecomunicaciones' Chief
Executive Officer, Rene Sagatsuy, said, “The tests we've carried
out with WiMAX technology providers have not yet given the
performance and prices they ought to in order for us to decide
to deploy WiMAX.”

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.


MEXORO MINERALS: Discloses Chihuahua Project Technical Reports
--------------------------------------------------------------
Mexoro Minerals Ltd. has received two technical reports prepared
by Apex Geoscience Ltd. on its Cieneguita property and
Guazapares property, both located in Chihuahua State, Mexico.

                       Cieneguita Property

This property was formerly a producing gold mine operated by
Glamis Gold Corporation.  Historic estimates show that from 1995
to 1998 197,993 metric tons of rock creating at 2.27 grams per
ton gold was mined from the Cieneguita property.  Due to low
gold prices, production was halted in 1998.  The gold
mineralization identified to date at Cieneguita is of the
epithermal vein variety and is localized exclusively within
intra-caldera rocks (megabreccias and infill tuffs).  The
mineralization is structurally controlled occurring at the
intersections of east-northeast structures and north-south
extensional faults.  Its spatial and temporal association with
felsic dykes suggest a genetic relationship between resurgent
felsic magmatism and gold mineralization.

                   Exploration Detailed Mapping

Exploration and detailed mapping on the Cieneguita Property in
2007 was conducted by Mexoro and resulted in the discovery of
three new gold zones.  The Pit 1 North area (Tajo 1) yielded a
rock chip sample which assayed at 31.60 grams per ton gold (g/t
Au) over 2 meters (m).  A chip sample taken in the Pit 2 South
area (Tajo 2) yielded 4.83 g/t Au and 94.5 g/t silver (Ag).  
Sampling at the Central Zone returned a 2.5 m chip sample
containing 4.22 g/t Au and 20.4 g/t Ag.  Historic and recent
sampling at already identified zones include Pit 1, which
yielded 25.10 g/t Au and Pit 2, which yielded 14.90 g/t Au.

Based on historic exploration and mining by Glamis Gold Corp.,
current gold and silver prices and the recent exploration at the
Cieneguita Property, further work is recommended, which should
include but not be limited to, the completion of 2007/2008
drilling campaign already initiated which was designed to:

    * better understand the Property Geology;

    * better understand structures controlling known
      mineralization;

    * extend near surface oxide/ mixed sulphide mineralization
      to depth;

    * test new geological and geochemical targets developed
      during the 2007 surface exploration (i.e. Piedras Blancas,
      500m south of Tajo 1); and

    * determine if more work is necessary to expand the known
      exploration potential and move towards developing 43-101
      compliant resources and/or reserves.  In total, 9,500
      meters of core drilling are planned (in progress).  The
      budget to complete the exploration drilling is
      US$2,000,000.

The total recommended exploration already in progress is
US$2,000,000.

                      Guazapares Property

The Property is located in the Sierra Madre Occidental silver-
gold belt.  The geology of the Guazapares Property is
predominately andesitic to rhyolitic flows and tuffs.  These are
believed to correspond to the upper portions of the Lower
Volcanic Series of the Sierra Madre Occidental volcanic complex.

During 2006 and 2007, Mexoro Minerals Ltd. completed rock grab,
rock channel and rock chip sampling throughout parts of the
Property.  In total, 398 rock samples were collected. Of the 398
samples, 83 contain greater than 0.5 grams per ton gold (g/t
Au) and are 'anomalous', 45 contain between 0.15 g/t Au and 0.5
g/t Au and are 'possibly anomalous', 108 samples contain greater
than 20 grams per ton silver (g/t Ag) and are 'anomalous' and
45 samples contain between 10 g/t Ag and 20 g/t Ag and are
'possibly anomalous'.

From July 30, 2007, to the end December 2007, Mexoro completed
drilling at their Guazapares Property which consisted of 19
drillholes totaling 2670.65 meters.  In total, 1888 halved
drillcore samples were collected and submitted for analysis.
More specifically, six holes were drilled at the San Francisco
Este Area (GU-04 to 07 and GU-17,18); six holes were drilled
at the San Francisco Centro Area (GU-08 to GU-13); three holes
were drilled at the San Antonio Area (GU-01 to 03); and four
holes were drilled at the El Cantilito Area (GU-14 to 16 and
GUP19).  Drilling results include anomalous intersections from
each of the San Francisco, San Antonio and El Cantilito areas
including: 3.87 m of 2.072 g/t Au and 22.66 g/t Ag (San
Antonio); 17.98 m of 2.58 g/t Au equivalent ('Eq'; San
Francisco); and 18.92 m of 4.33 g/t Au Eq (El Cantilito).

Based on historic exploration and mining by throughout this part
of the Sierra Madre Occidental silver-gold belt, current gold
and silver prices and the recent exploration at the Guazapares
Property, further work is recommended which should include but
not be limited to:

Phase 1:

  * detailed prospecting and mapping throughout the Property.  
    The Property has excellent outcrop exposure.  The
    prospecting, mapping and sampling should focus on
    identifying alteration (silicification, argillic,
    propylitic), brecciation and veining.  One geologist and an
    assistant should spend approximately 60 days completing the
    prospecting and mapping and collect about 400 rock grab
    and/or rock channel and/or rock chip samples;

  * follow-up drilling at each of the San Francisco Este, San
    Francisco Centro and El Cantilito Areas.  More specifically,
    drilling northwest along the same structure at San Francisco
    Este, west and northwest of San Francisco Centro and west of
    El Cantilito (5500 meters drilling).  

Phase 2:

    At least 2000 meters drilling should be completed at newly
    developed targets and where known mineralization and
    alteration exists on surface.  This drilling is contingent
    on the results of Phase 1.

In total, approximately 7500 meters of core drilling should be
completed in Phase 1 and 2.  The total budget to complete the
recommended exploration already in progress is US$1,515,000.

This news release has been reviewed by Dean Besserer, a
qualified person, of Apex Geoscience Ltd.

Mexoro Minerals Ltd. (MXOM.OB) -- http://www.mexoro.com/-- is
an exploration and production company focused on mining precious
metals in the traditionally mineral rich Sierra Madre region of
Chihuahua, Mexico.  Mining operations are through a 100%-owned
Mexican subsidiary, Sunburst de Mexico, S.A. de C.V.  Sunburst
Mexico owns or has options on three historical gold-silver mines
for which additional exploration has confirmed significant
mineral potential.  The company has also staked claims on
additional attractive properties, in the Chihuahua area.

                         *     *      *

As reported in the Troubled Company Reporter-Latin America on
June 18, 2008, Mexoro Minerals Ltd., as of Feb. 29, 2008,
reported total assets US$857,671, total liabilities of
US$2,235,116, resulting in a stockholder's deficit of
US$1,377,445, the company's consolidated balance sheet filed
with the U.S. Securities and Exchange Commission reveals.  Its
balance sheet as of Feb. 28, 2007, showed a stockholder's equity
of US$269,492.


SEMGROUP LP: Bankruptcy Impacts Independent Oil Producers
---------------------------------------------------------
Small oil producers in Oklahoma, Kansas, and Texas, are hit the
greatest by SemGroup, L.P.'s bankruptcy filing, the Wall Street
Journal reported.  SemGroup, which said it lost US$2,400,000,000
from trading in the oil-futures market, collects oil from more
than 2,000 independent oil producers and operators in southwest
United States, and most of these independent producers have not
been paid for delivered oil since June or early July.

SemGroup, in its petition for protection under Chapter 11,
disclosed that it owes more than US$1,300,000,000 to oil
vendors.  SemGroup listed BP Oil Supply Co. as its largest
unsecured creditor with more than US$159,000,000 in trade debt.  

Since July 22, 2008, the day SemGroup sought bankruptcy
protection, until July 29, oil producers Dorado Oil Company,
D.E. Exploration, Inc., Mull Drilling Company, and Bominflot
Atlantic, Inc., filed reclamation notices demanding payment of
oil they delivered to SemGroup and its affiliates during the 45
days before July 22.  Other independent oil producers, including
Sunoco Logistics Partners, L.P., ARC Resources, Ltd., Petroflow
Energy, Ltd., and Hiland Holdings GP, LP, expressed that they
have million dollar collectibles from SemGroup for the delivery
of oil.

The Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 gives vendors rights to reclaim payment for goods delivered
to the debtor during the 45-day period before the debtor
commenced a Chapter 11 filing.  The vendor has until the 20th
day after the Chapter 11 filing to deliver a reclamation demand
to the debtor.  The BAPCPA also gives vendors the right to
receive an administrative expense claim for the value of goods
delivered within 20 days before the Chapter 11 filing provided
that the goods were sold “in the ordinary course of business.”

Mike Terry, president of the Oklahoma Independent Petroleum
Association, told the Journal that “[t]here will be some oil
taken off the market.”  However, traders in the physical oil
market, according to the Journal, said any significant change to
the amount of crude shipped via SemGroup's pipelines isn't
expected to become apparent before August 2008.

According to Dow Jones Newswires, Semgroup's collapse has
illuminated the inner workings of the U.S.' energy markets.  
Unlike oil futures that are listed on the New York Mercantile
Exchange, real barrels of crude oil change hands in thousands of
transactions daily in an opaque physical market dominated by
often secretive trading companies.  Whether these firms will
retain their influence in the wake of SemGroup's bankruptcy
filing in the market remains to be seen, as key participants
along the energy supply chain scramble to keep oil flowing, the
report said.
                                                                             
                                               
                        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.  SemMaterials Mexico, S.
de R.L. de C.V. is a major subsidiary of the company.

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.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s 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. 4; 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 downgraded, removed from Rating
Watch Negative, and simultaneously withdrew (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: Celtic, et al. Disclose Financial Exposures
--------------------------------------------------------
Various entities disclosed financial exposures to the bankruptcy
filing of SemGroup L.P. and its debtor-affiliates.

A. Celtic Exploration

Celtic Exploration Ltd. has potential financial exposure to
SemCAMS ULC, a Canadian subsidiary of U.S. based SemGroup LP,
relating to the marketing of a portion of the company's natural
gas and associated by-products production.

SemGroup filed a petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  In addition, SemCAMS filed an
application to obtain an order under the Companies' Creditors
Arrangement Act (Canada) in the Court of Queen's Bench of
Alberta Judicial District of Calgary.

Celtic has a potential financial exposure of approximately
C$30,000,000 relating to natural gas and associated by-product
sales, net of processing costs.  The Company is now marketing
its natural gas through an alternative purchaser, with the
agreement of SemCAMS.  These new arrangements are effective
immediately.  At this time, Celtic cannot determine the period
within which or the amount of the financial exposure that will
ultimately be collected.

Celtic is diligently pursuing all options available to recover
the amounts owing to the Company.  Celtic has sufficient
available bank credit lines to finance the potential financial
exposure, without affecting the planned 2008 capital expenditure
budget of C$180,000,000.  The amount of the potential financial
exposure represents approximately 17% of the Company's
forecasted annualized exit 2008 funds from operations of
C$176,500,000.  This forecast is based on commodity price
assumptions of US$96.00 per barrel for WTI oil and US$9.75 per
mmbtu for NYMEX natural gas.  Applying the full potential
financial exposure, Celtic's debt to 2008 exit funds from
operations ratio would remain under 1.0 times.

B. Iteration Energy

Iteration Energy Ltd. announced that it has potential exposure
of approximately C$16,000,000 to SemCanada Crude Company and
SemCAMS, both Canadian subsidiaries of SemGroup, L.P., relating
to the marketing of a portion of the Company's crude oil,
natural gas liquids and natural gas production.

SemCanada, togehter with SemCAMS, filed for creditor protection
in Canada under the CCAA.  As of this date, the company is not
able to quantify the portion, if any, of the C$16,000,000
exposure that will be collectible.

C. Orleans Energy

Orleans Energy Ltd. announces that it has estimated potential
financial exposure of approximately US$8,600,000 to SemCAMS ULC,
a Canadian subsidiary of SemGroup L.P., relating to the
marketing of a portion of the company's natural gas and natural
gas liquids sales for the month of June 2008 and for 22 days in
July 2008.  The contract pertaining to the production volumes
purchased by SemCAMS has been terminated and does not represent
an ongoing exposure for Orleans.

As of the date of reporting, Orleans is not able to neither
determine the period within which nor quantify with certainty
the portion of the exposure that will be ultimately collected
from SemCAMS.  However, the monetary exposure amount is not
considered significantly material to Orleans' overall financial
position nor is it anticipated to impair the company's ability
to fund its remaining 2008 capital expenditures program. Based
on the company's current market guidance projections, applying
the full potential financial exposure, Orleans' year-end net
debt-to-2008 cash flow from operations would remain under one
times.  As of the close of business on July 25, 2008, the
company had US$17,680,000 of bank debt drawn against its
available US$65,000,000 operating credit facility in-place with
a Canadian chartered bank.

D. KA Fund Advisors

KA Fund Advisors, LLC has evaluated the impact of recent adverse
developments related to SemGroup, L.P. and its affiliate,
SemGroup Energy Partners, L.P., on the three publicly-traded
funds it manages:

     * Kayne Anderson MLP Investment Company (KYN: 26.73, -0.21,
       -0.8%),

     * Kayne Anderson Energy Total Return Fund, Inc. (KYE:
       26.98, -0.36, -1.3%), and

     * Kayne Anderson Energy Development Company (KED: 22.82,
       +0.29, +1.3%).

Between July 16 and July 24, 2008, the net asset values per
share of KYN, KYE and KED decreased US$0.04, US$0.07 and US$0.31
per share, respectively, as a result of the decline in value of
securities issued by SemGroup and SGLP.  For KYN and KYE, the
impact is equivalent to a decline in NAV of 0.2% compared to the
NAV as of July 10, 2008.  For KED, the impact is equivalent to a
decline in NAV of 1.3% compared to the NAV as of May 31, 2008,
the most recently published NAV for KED.

SemGroup is a privately held, diversified energy midstream
company that transports, stores and markets multiple energy
products.  SGLP, an affiliate of SemGroup, is a publicly-traded
master limited partnership that stores and transports crude oil
and asphalt.  SGLP derives a substantial portion of its revenues
from SemGroup.  On July 22, 2008, SemGroup filed Chapter 11
bankruptcy due to claimed liquidity issues. SGLP has not filed
for bankruptcy and is not included in SemGroup's filing.  As a
result of these events, SemGroup's 8.75% Senior Notes declined
in value from approximately 96.5% of par on July 16, 2008 to
approximately 17% of par on July 24, 2008.  SGLP's common unit
price has declined significantly from a close of US$22.80 per
unit on July 16, 2008, to a close of US$7.72 per unit on
July 24, 2008.

As of July 24, 2008, KED no longer held any SemGroup debt or
any SGLP common units.

                        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.  SemMaterials Mexico, S.
de R.L. de C.V. is a major subsidiary of the company.

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 downgraded, removed from Rating
Watch Negative, and simultaneously withdrew (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: Selects Weil Gotshal as Bankruptcy Counsel
-------------------------------------------------------
SemGroup L.P. sought authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Weil, Gotshal & Manges
LLP, as their bankruptcy counsel, nunc pro tunc to the
bankruptcy filing.

The Debtors selected Weil Gotshal as their attorneys because of
the firm's extensive experience and knowledge in the rights of
debtors and creditors, and Chapter 11 business reorganizations.

As the Debtors' counsel, Weil Gotshal will:

   (a) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution on behalf of
       the Debtors' estates, the defense of any actions
       commenced against those estates, negotiation of disputes,
       and the preparation of objections to  claims filed
       against the estates;

   (b) prepare, on the Debtors' behalf, necessary motions,
       applications, answers, orders, reports and other legal
       papers necessary to the administration of the
       Debtors' estates;

   (c) take all necessary or appropriate action in connection
       with a Chapter 11 plan, disclosure statement, and all
       related documents, as well as other actions as may be
       required in the administration of the Debtors' estates;
       and

   (d) perform other necessary legal services in connection with
       the Debtors' Chapter 11 cases.

Prior to the bankruptcy filing, Weil Gotshal received
US$1,100,000 from the Debtors for professional services
performed and expenses incurred, as an advanced payment to cover
charges from July 10, 2008, to the bankruptcy filing.  The
Debtors will pay Weil Gotshal professionals according to their
customary hourly rates:

     Professional                       Hourly Rates
     ------------                       ------------
     Members and Counsel              US$650 to US$900
     Associates                       US$355 to US$595
     Paraprofessionals                US$155 to US$290

The Debtors will also reimburse Weil Gotshal for any necessary
out-of-pocket expenses the firm incurs while providing services
for the Debtors.

Martin A. Sosland, Esq., at Weil Gotshal, assured the Court that
the members, counsel, and associates of Weil Gotshal are
“disinterested persons” as the term is defined under Section
101(14) of the Bankruptcy Code.
                                                                             
                                               
                        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.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s 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. 4; 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 downgraded, removed from Rating
Watch Negative, and simultaneously withdrew (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: Term Loan Lenders Assert Distinct Prepetition Liens
----------------------------------------------------------------
A group of prepetition lenders who provided SemGroup L.P. and
its debtor-affiliates a US$142,000,000 term loan asserted that
their claims are distinct from the claims of the other
prepetition lenders.  The distinctions, according to the Term
Loan Lenders' counsel, Mark Minuti, Esq., at Saul Ewing, LLP, in
Wilmington, Delaware, may have substantial economic impact on
the recoveries of each lender categories, which may diverge
significantly.

Mr. Minuti told the U.S. Bankruptcy Court for the District of
Delaware that the issues they presented are (i) broader in scope
than those that Bank of America, as administrative agent to the
prepetition lenders, is required to undertake, and (ii) reflect
conflicting interests among the Term Loan Lenders and the other
competing lender groups.  Accordingly, the Term Loan Lenders
asserted that BofA is an unsuitable advocate for their
interests.

The Term Loan Lenders sought separate representation of their
issued in the Debtors' Chapter 11 cases, and seek entitlement to
the payment of the fees and expenses they or their professionals
incur in connection with the Debtors' bankruptcy cases.  Mr.
Minuti contended that the distinct rights and interests of the
Term Loan Lenders, as holders of a first priority lien on the
revolver/term priority collateral and second priority lien on
the working capital priority collateral, will require separate
representations and diligence throughout the Debtors' Chapter 11
cases.

The Debtors have obtained interim authority from the Bankruptcy
Court to use until Aug. 15, 2008, the cash collateral securing
more than US$2,000,000,000 of prepetition loans extended by a
group of lenders led by Bank of America.

As adequate protection for any diminution in the value of the
cash collateral, the Debtors clarified that the Prepetition
Lenders will be granted a valid, perfected, replacement security
interest in and lien on all of the Collateral, including,
without limitation, subject to entry of a final DIP order, the
proceeds or property recovered in respect of the Avoidance
Actions.  The Adequate Protection Liens will be subject and
subordinate only to:

   (i) valid, perfected and enforceable prepetition liens, if
       any, which are senior to the Prepetition Lenders' liens
       or security interests as of the bankruptcy filing;

  (ii) the liens granted to BofA, for its own benefit and for
       the benefit of the DIP Lenders, and any liens on the
       Collateral senior to BofA's liens; and

(iii) the Carve-Out.

To reduce the outstanding principal balance of the prepetition
indebtedness, the Debtors will pay to the Prepetition Lenders
all proceeds from a sale, lease or disposition of the
Collateral, after deducting necessary costs of the Debtors,
provided that all of the Debtors' obligations under the DIP
Facility have been paid in full, all commitments under the DIP
Facility have been terminated, and all outstanding letters of
credit issued under the DIP Facility have been cash
collateralized.

                        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.  SemMaterials Mexico, S.
de R.L. de C.V. is a major subsidiary of the company.

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.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s 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. 4; 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 downgraded, removed from Rating
Watch Negative, and simultaneously withdrew (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: Wants to Access BofA's US$250,000,000 DIP Financing
----------------------------------------------------------------
SemCrude, L.P., SemGroup, L.P., and their debtor-affiliates
sought the authority of U.S. Bankruptcy Court for the District
of Delaware to obtain US$250,000,000 of senior secured
superpriority postpetition financing from Bank of America, as
administrative agent for a syndicate of lenders.

Pending final approval of the request, the Debtors sought
authority, on an interim basis, to borrow up to US$150,000,000
under the DIP Facility to allow them to (i) meet all of their
administrative obligations during the early stages of their
Chapter 11 cases, and (ii) purchase inventory critical to the
operation of their businesses.

The Debtors previously obtained interim permission from the
Court to use until Aug. 15, 2008, the cash collateral encumbered
by liens granted to a group of lenders led by BofA who extended
more than US$2,000,000,000 of prepetition loans to the Debtors.  
The DIP Lenders, according to the Debtors' proposed counsel,
Harvey R. Miller, Esq., at Weil, Gotshal & Manges, LLP, in New
York, constitute a subset of the lenders under the Debtors'
prepetition loan agreements.

Mr. Miller related that the Debtors lack sufficient unencumbered
funds with which to operate their business on an ongoing basis.  
The cash available under the Interim Cash Collateral Order is
not sufficient to operate the Debtors' business beyond a very
short term.  In particular, he said the Debtors are unable to
purchase sufficient inventory for the operation of their
businesses without borrowing additional funds.  The funds
available under the DIP Facility will be available to provide
the Debtors with working capital and funds for other general
corporate purposes solely in accordance with a weekly budget
covering a 13-week period.  The Budget, however, will still be
filed with the Court on or before the hearing on the request for
interim authority.

The salient terms of the DIP Credit Agreement are:

  Borrower:          SemCrude, L.P.

  Administrative   
  Agent and Lender:  Bank of America, N.A., as administrative
                     agent for a syndicate of lenders
   
  Guarantors:        SemOperating GP, L.L.C., SemGroup, L.P.,
                     and each of SemGroup's debtor subsidiaries

  DIP Facility:      A secured superpriority DIP credit facility
                     in an aggregate amount of US$250,000,000,
                     with a sublimit of US$150,000,000 for
                     letters of credit

  Interest Rate:     1-month LIBOR, subject to a floor of 4.00%,
                     plus 6.00% or Prime, subject to a floor of
                     3.00%, plus 5.00%

  Fees:              The Debtors will pay an unused line fee of
                     1% for undrawn amounts under the DIP
                     Facility.  The Debtors will also pay 6.00%
                     per annum on the outstanding face amount of
                     each letter of credit plus customary fees
                     for issuance, amendments, and processing
                     and a fronting fee equal to 0.25-1.00% per
                     annum.

  Maturity:          The DIP Facility will expire no later than
                     Jan. 18, 2009, provided that the maturity
                     may be extended until April 18, 2009, upon
                     the DIP Lenders' holding more than 50% of
                     the aggregate DIP Facility commitments
                     satisfaction that certain conditions
                     relating to the sale of the Debtors' assets
                     have been met.

  Priority & Liens:  BofA, for its own benefit and for the
                     benefit of the DIP Lenders, will be
                     granted:

                        (i) a perfected first priority lien on
                            and security interest in all
                            property of the Debtors' estates not
                            subject to valid, perfected, and
                            non-avoidable liens as of the
                            bankruptcy filing, other than the
                            Avoidance Actions, but subject to
                            the entry of a final DIP Order, any
                            proceeds or property recovered in
                            respect of any Avoidance Actions;

                       (ii) a perfected junior lien on all
                            property of the Debtors that is
                            subject to valid, perfected and
                            non-avoidable liens; and

                      (iii) a perfected first priority, senior
                            priming lien on and security
                            interest in all of the collateral
                            that is subject to existing liens
                            that secure the obligations of the
                            Debtors under or in connection with
                            the Prepetition Credit Agreement.

                     The obligations under the DIP Facility will
                     be entitled to superpriority claim status
                     in the Debtors' Chapter 11 cases.  All of
                     the Debtors' obligations under the DIP
                     Facility will be senior to all obligations
                     under the Prepetition Credit Agreement.  
                     Thus, the liens created under the DIP
                     Facility are priming liens with respect to
                     liens currently held by the Prepetition
                     Lenders.

  Carve-Out:         As provided under the Interim Cash
                     Collateral Order, refers to the statutory
                     fees payable to the U.S. Trustee, and after
                     the termination date of the Cash
                     Collateral, the payments of allowed
                     professionals fees and disbursements
                     incurred by the Debtors or any official
                     unsecured creditors committee provided that
                     the amount will not exceed US$2,000,000.

  Events of Default: [To be determined]

  Conditions:        The DIP Facility will be conditioned on,
                     among other things, BofA's receipt of an
                     initial Budget, receipts of all necessary
                     consents, finalization of satisfactory
                     legal documentation, and the Court's entry
                     of interim and final approvals of the DIP
                     Facility.

A full-text copy of the DIP Term Sheet is available for free at
http://bankrupt.com/misc/semgroup_DIPTermSheet.pdf

According to Mr. Miller, the Final DIP Agreement will set forth
milestones and timeframes, acceptable to BofA and the DIP
Lenders, for the successful completion of the sale of all or
substantially all of the Debtors' assets.  Law Phelps,
spokesperson for SemGroup, told The Journal Record that
“discussions [on the proposed sale] are under way.”  He said
“the company has gotten lots of calls from people.”

“We want to just keep running oil through the pipelines and keep
the business running as normally as possible while this orderly
asset sale is under way, because if you're a potential buyer of
assets, you'd much rather buy assets that have customers
attached to them, at the end of the pipeline, for example, and
employees who know how to run the system,” the Journal Record
further quoted Mr. Phelps as saying.

Mr. Miller said the Debtors, BofA, and the DIP Lenders have
entered into letter agreements regarding fees in connection with
the postpetition financing.  However, the Fee Letters were not
publicly disclosed due to the commercially sensitive nature of
the fees.

Judge Shannon will convene a hearing on July 31, 2008, to
consider approval of the request to obtain the DIP Facility.  
Objections are due July 30.
                                                                             
                                               
                        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.  SemMaterials Mexico, S.
de R.L. de C.V. is a major subsidiary of the company.

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.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s 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. 4; 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 downgraded, removed from Rating
Watch Negative, and simultaneously withdrew (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 E R U
=======

CENTRAIS ELETRICAS: Will Build 15 Hydropower Stations in Peru
-------------------------------------------------------------
Centrais Eletricas Brasileiras SA, a.k.a. Eletrobras, has
partnered with Peruvian firms to construct about 15 hydropower
stations in Peru, Xinhua News reports.

Xinhua relates that the stations will produce a total of 20,000
megawatts of electricity for Brazil.  

According to Xinhua, Brazilian Mines and Energy Minister Edison
Lobao said the government will also import an average of 3,000
megawatts of electricity from Venezuela per year under an accord
signed between Brazilian President Luiz Inacio Lula da Silva and
Venezuelan President Hugo Chavez.  

Centrais Eletricas Brasileiras SA, a.k.a. Eletrobras, operates
in the electric power sector in Brazil.  The objective of
Eletrobras is to perform activities involving studies, projects,
construction and operation of electric power plants,
transmission and distribution lines as well as underlying trade
operations arising therefrom.  Eletrobras is tasked with the
preparation of studies and with drawing up construction projects
for hydroelectric generation, transmission lines and substations
to supply Brazil.  It engages areas involving granting loans and
financing, providing guarantees, locally or abroad, and
acquiring debentures of companies and holders of public electric
power services under their control; providing loans and
guarantees, locally or abroad, for technical and scientific
research institutions; and promoting and supporting researches
relating to the power sector, linked to the generation,
transmission and distribution of electric power.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2007, Standard & Poor's Ratings Services raised its
long-term foreign currency counterparty credit rating on
Centrais Eletricas Brasileiras S.A. aka Eletrobras to 'BB+' from
'BB'.  S&P said that the outlook is positive.



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

CENTENNIAL COMMS: S&P's 'B' Rtg. Unaffected by Strategic Review
---------------------------------------------------------------
Standard & Poor's Ratings Services said its credit ratings and
outlook on Wall, New Jersey-based wireless services provider
Centennial Communications Corp. (B/Stable/--) are not
immediately affected by the company's recent announcement that
it has conducted a strategic review and is considering
separating its Puerto Rican operations from its U.S. operations.  
If and when Centennial Communications announces a more
definitive plan, S&P would then evaluate its effect on the
ratings.  S&P notes that under the change of control provisions
of its debt, Centennial Communications could be required to
tender for all existing debt if the company were to split into
two separate entities.

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 Communications' 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 Communications.  Centennial
Communications has about US$2.0 billion in outstanding debt.


MAYRA VINAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mayra Macaraig Vinas
        4048 Northwest 62nd Lane
        Coral Springs, FL 33067

Bankruptcy Case No.: 08-04888

Chapter 11 Petition Date: July 30, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan A. Santos Berrios, Esq.
                  (jsantosb@prtc.net)
                  Juan A. Santos Berrios, PSC
                  P.O. Box 9102
                  Humacao, PR 00792-9102
                  Tel: (787) 285-1001
                  Fax: (787) 285-8358

Total Assets: US$1,130,770

Total Debts:  US$1,238,182

A copy of Mayra Macaraig Vinas's petition is available for free
at:

            http://bankrupt.com/misc/prb08-04888.pdf



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

BANCO DE VENEZUELA: Hugo Chavez to Nationalize Bank
---------------------------------------------------
Various reports say that Venezuelan President Hugo Chavez said
he will nationalize Banco de Venezuela S.A., which is owned by
Spain's Grupo Santander.

Grupo Santader said, “Political events in Venezuela pose an
increased risk the Venezuelan government might nationalize or in
other ways intervene in the operations of our Venezuelan
subsidiary.”

Benedict Mander at Financial Times relates that President Chavez
threatened to nationalize banks in 2007.  This year, he decided
on Banco de Venezuela's nationalization when he learned that
Grupo Santander contacted a local bank to sell the institution,
Xinhua News notes.  The Wall Street Journal says that banker
Victor Vargas was rumored to be the one interested in buying
Banco de Venezuela.  

Xinhua relates that President Chavez refused to grant
authorization on the local bank's bid to acquire Banco de
Venezuela.  President Chavez said that Grupo Santander withdrew
its offer to sell the bank to the private banker when the
government showed interest, Agence France-Presse states.  
According to that report, President Chavez has asked to meet
with Grupo Santander to set a price for the deal.  CNN relates
that President Chavez was informed that Grupo Santander were no
longer interested in selling Banco de Venezuela.  The president
reiterated his intention in buying the bank even if the owners
weren't keen on selling it, adding that the government needs a
bank as big as Banco de Venezuela, the third largest bank in
Venezuela in terms of deposits and the fourth largest in terms
of credit portfolio, Xinhua notes.  WSJ states that Banco de
Venezuela's vast network of branches “nicely compliment the
existing branch networks of government banks” and that it would
give President Chavez “a larger, more efficient reach when it
comes to distributing the welfare payments and cash subsidies”.  

According to FT,  analysts doubt that the Venezuelan government
will start to make a broader takeover of the banking sector.  
Lehman Brothers analyst Gianfranco Bertozzi explained, “The
government needs the banking sector as much as the banks need
the government.  It's another example of the government buying
an asset rather than kicking out the private sector.”

John Lyons at the Wall Street Journal notes that the Venezuelan
government is already heavily regulating the financial system.  
It forces banks to lend to politically sensitive areas like
agriculture at cut rates.

Banco de Venezuela is worth about US$1.7 billion, FT notes,
citing Caracas-based consultancy Ecoanalitica analyst Asdrubal
Oliveros.  The analyst believes that government has the
financial resources -- due to oil exports -- to pay for Banco de
Venezuela.  However, he doubts that the government can manage
the bank efficiently, based on the deteriorating performance of
other firms that have been nationalized.  According to Mr.
Oliveros, Banco de Venezuela's competitiveness would suffer due
to the government's “socialist rhetoric, which prioritizes
social welfare over profitability”.

FT relates that Bertozzi admits that “the government sees logic
in expanding its network of banks in the country, and Santander
may benefit as it has a buyer and can exit.”  Venezuela has to
increase its financial network to facilitate payments to social
programs, infrastructure projects, and “regional bureacracies”.

                About Banco de Venezuela S.A.

Headquartered in Caracas, Venezuela, Banco de Venezuela S.A. --
http://www.mercantil.com.br-- provides banking services to   
private, institutional and commercial clients.  It offers
investment and financing services along with the provision of
insurance and credit card products.  

                        *     *     *

In April 2008, Moody's Investors Service assigned a B3 foreign
currency deposit rating to Banco de Venezuela S.A.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2007, Fitch Ratings affirmed its B+ long-term foreign
and local currency issuer default ratings on Banco de Venezuela
S.A.  Fitch also affirmed its B short-term foreign and local
currency rating on the bank.


PETROLEOS DE VENEZUELA: Orinoco Output Normal Despite Protests
--------------------------------------------------------------
Protests by a group of workers of a subsidiary did not affect
production at the Orinoco Oil Belt, El Universal reports, citing
Petroleos de Venezuela SA.  Petroleos de Venezuela said that
production even exceeded 800,000 barrels per day.

According to El Universal, the workers' protests stopped some
drill operations at Orinoco last week to protest against
dismissals.  Reporters say that for the third time this year,
almost 3,600 workers halted up to 24 drills to ask Petroleos de
Venezuela to fulfill its commitment concerning the
reincorporation of employees in the new joint ventures that were
organized last year.

Prensa Latina relates that operations at Orinoco continue
despite the protests.

Petroleos de Venezuela is acting as mediator and has set up
dialogue tables with employees from Wetherford contractor to
ensure labor rights, Prensa Latina states, citing Pedro Leon,
the director of Venezolana del Petroleo Corporation -- the
company responsible for the projects in Orinoco.

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.


* BOND PRICING: For the Week July 28 - August 1, 2008
-----------------------------------------------------

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

  ARGENTINA
  ---------
Alto Palermo SA          7.875     5/11/17     USD      68.12
Argnt-Bocon PR11         2.000     12/3/10     ARS      52.37
Argnt-Bocon PR13         2.000     3/15/24     ARS      56.35
Arg Boden                2.000     9/30/08     ARS      15.50
Autopistas Del Sol      11.500     5/23/17     USD      50.35
Bonar Arg $ V           10.500     6/12/12     ARS      69.68
Arg Boden                7.000     10/3/15     USD      69.13
Bonar X                  7.000     4/17/17     USD      69.18
Argent-EURDIS            7.820    12/31/33     EUR      62.71
Argent-Par               0.630    12/31/38     ARS      34.85
Banco Hipot SA           9.750     4/27/16     USD      69.37
Banco Macro SA           9.750    12/18/36     USD      64.12
Buenos-EURDIS            8.500     4/15/17     EUR      63.52
Buenos-$DIS              9.250     4/15/17     USD      70.00
Buenos Aire Prov         9.375     9/14/18     USD      66.70
Buenos Aire Prov         9.625     4/18/28     USD      61.75
Mendoza Province         5.500     9/04/18     USD      65.75

  BERMUDA
  -------
XL Capital Ltd           6.500    12/31/49     USD      59.88

  BRAZIL
  ------
CESP                     9.750     1/15/15     BRL      68.04
Gol Finance              7.500     4/03/17     USD      70.16
Gol Finance              7.500     4/03/17     USD      68.93
Gol Finance              8.750     4/29/49     USD      68.25
Tam Capital Inc.         7.375     4/25/17     USD      73.64
Tam Capital Inc.         7.375     4/25/17     USD      72.17

  CAYMAN ISLANDS
  --------------
Mazarin Fdg Ltd          0.100     9/20/68     EUR       4.22
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.59
Mazarin Fdg Ltd          0.510     9/20/68     EUR      10.81
Mazarin Fdg Ltd          0.630     9/20/68     GBP      13.12
Mazarin Fdg Ltd          1.440     9/20/68     GBP      25.87
Shinsei Fin Caym         6.418     1/29/49     USD      65.54
Shinsei Finance          7.160     7/29/49     USD      68.64

  JAMAICA
  -------
Jamaica Govt LRS         7.500     10/6/12     JMD      71.99
Jamaica Govt LRS        12.750     6/29/22     JMD      70.23
Jamaica Govt LRS        12.750     6/29/22     JMD      70.24
Jamaica Govt LRS        12.850     5/31/22     JMD      70.78
Jamaica Govt LRS        13.325    12/15/21     JMD      73.81
Jamaica Govt            13.375     4/27/32     JMD      68.94

  PUERTO RICO
  -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.500     4/01/16     USD      74.25

  VENEZUELA
  ---------
Petroleos de Ven         5.250     4/12/17     USD      66.26
Petroleos de Ven         5.375     4/12/27     USD      55.93
Petroleos de Ven         5.500     4/12/37     USD      54.96
Venezuela                5.750     2/26/16     USD      74.75
Venezuela                6.000    12/09/20     USD      67.50
Venezuela                7.000     3/31/38     USD      67.30



                            ***********

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

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

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

                            ***********


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

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

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

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

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

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


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