TCRLA_Public/080815.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Friday, August 15, 2008, Vol. 9, No. 162

                             Headlines


A R G E N T I N A

ALITALIA SPA: Italy May Sell Entire 49.9% Stake, Minister Says
ASM SA: Files for Reorganization in Buenos Aires Court
D Y W: Proofs of Claim Verification Deadline Is Nov. 19
DELTA AIR: Pilots Ratify Joint Collective Bargaining Agreement
DELTA AIR: Lobbying Costs US$1,800,000 in Second Quarter

PESQUERA SAN ISIDRO: Trustee Verifies Claims Until Dec. 5
TECSE SRL: Proofs of Claim Verification Deadline Is Oct. 22
TIPPET SA: Proofs of Claim Verification Deadline Is Oct. 1


B A H A M A S

MESA AIR: Delta Air Cancels Freedom CRJ-900 Connection Agreement


B E R M U D A

BLUEPOINT RE: Chapter 15 Petition Summary
BLUEPOINT RE: Bermudan Court Order Cues Moody's Rating Cut to Ca
INTELSAT LTD: June 30 Balance Sheet Upside-Down by US$722.3 Mil.
INTELSAT LTD: Inks Distribution Deal With OlympuSAT
INTELSAT LTD: Expands Capacity for Public Radio Satellite System


B R A Z I L

BANCO DO BRASIL: Reaches Deal to Launch Products Internationally
BANCO DO BRASIL: Releases BRL1.433 Billion for 200/2009 Crop
BANCO NACIONAL: Grants BRL91.3 Mln Loan for Building Power Plant
BANCO SOFISA: Net Profit Grows 28% to BRL30.5MM in 2nd Quarter
BRASKEM SA: Net Profit Grows 14% to BRL465MM in 1st Half of 2008

CENTRAIS ELETRICAS: Gets US$600 Mil. Investment Loan From CAF
COMPANHIA ENERGETICA: No Alternative Plan for Jupia Concessions
COMPANHIA DE SANEAMENTO: Brean Upgrades Firm's Shares to Buy
COSAN SA: Eyes Partners for Sugar-Waste Power Deals
DELPHI CORP: June 30 Balance Sheet Upside-Down by US$14.5 Bil.

ELETROPAULO METROPOLITANA: Books BRL197MM Net Income in 2Q 2008
FORD MOTOR: Drop in Demand of V-8 Engines Cues 300 Workers Cut
FORD MOTOR: Unit Cuts Vehicles for Hire, Fears More Losses
GAFISA S.A.: Moody's Assigns Ba2 Local Currency Corporate Rating
GENERAL MOTORS: Executes Stern Procedures on Health Care Policy

GERDAU SA: Zacks Investment Keeps Buy Recommendation on Firm
MARFRIG FRIGORIFICOS: Net Income Up 152% to BRL66MM in 2nd Qtr.
SHARPER IMAGE: Settles US$3.8 Mil. Claim Against Quebecor World
TAM SA: Initiates Regular Flights on Sao Paulo-Bariloche Route
UAL CORP: ALPA Wants to Oust CEO Glenn Tilton, Launches Website


C A Y M A N  I S L A N D S

APACHE AUSTRIA: Filing for Proofs of Claim Is Until Aug. 18
ASILOMAR LTD: Deadline for Proofs of Claim Filing Is Aug. 18
CABLE & WIRELESS: Will Invest Over US$400 Million in Caribbean
COPPER ARCH: Will Hold Final Shareholders Meeting on Aug. 18
COPPER ARCH FUND: Sets Final Shareholders Meeting for Aug. 18

GRANDWAY CRYSTAL: Proofs of Claim Filing Is Until Aug. 18
LUSIADAS LIMITED: Proofs of Claim Filing Deadline is Aug. 17
NIKITSKY RUSSIA\CIS: Sets Final Shareholders Meeting on Aug. 18


C H I L E

EMBOTELLADORA ANDINA: S&P's Stable Outlook Shows Good Cash Flow
EMPRESA NACIONAL: S&P's Stable Outlook Reflects Good Liquidity


C O L O M B I A

QUEBECOR WORLD: Seeks Nod on US$100M Local Insight Printing Deal
QUEBECOR WORLD: Wants to Engage Watson Wyatt as Actuary
QUEBECOR WORLD: Resolves Sharper Image's US$3.8 Million Claim
QUEBECOR WORLD: To Sell Ontario Lot to Broccolini for C$3.35MM
QUEBECOR WORLD: Trade Creditors Sell 32 Claims Worth US$17.5 Mln


G U A T E M A L A

BRITISH AIRWAYS: Richard Branson Says AA Tie Up Anti-Competitive


J A M A I C A

NATIONAL COMMERCIAL: J$2.74 Earnings/Share in 9 Mos. Ended June


M E X I C O

CORPORACION DURANGO: S&P Drops CCC+ Corp. Credit Rating to CCC-
METROFINANCIERA SA: S&P Cuts B+ Counterparty Credit Rating to B
RADIOSHACK CORP: Prices US$325 Million Senior Notes Offering
RADIOSHACK CORP: Moody's Affirms Ba1 CF Rating; Outlook Stable
SALLY BEAUTY: June 30 Balance Sheet Upside-Down by US$701 Mln

SEMGROUP LP: Alon Demands Return of US$39,737,181 Products
SEMGROUP LP: Enterra, et al., Disclose Financial Exposures
SEMGROUP LP: Eagle Rock Asserts US$6 Million Claim on June Sales
SEMGROUP LP: Three Parties Respond to Cash Collateral Motion
WENDY'S INTERNATIONAL: Will Not Renew US$200 Mln Credit Facility

WENDY'S INT'L: Moody's Maintains Ratings Review for Downgrade


P U E R T O  R I C O

UNIVISION COMM: Revenue Decline Prompts Moody's to Cut CF Rating
W HOLDING: Freddy Maldonado Resumes Chief Financial Officer Post
W HOLDING: Board Oks Reverse Split of Common Stocks on Dec. 31


V E N E Z U E L A

CHRYSLER LLC: To Implement Special Work Week on Three Facilities
CHRYSLER LLC: Financial Unit Changes Top Management Line-Up
HARVEST NATURAL: CEO to Present at Enercom Oil & Gas Conference
NORTHWEST AIR: Pilots Ratify Joint Collective Bargaining Deal


                          - - - - -


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

ALITALIA SPA: Italy May Sell Entire 49.9% Stake, Minister Says
--------------------------------------------------------------
The Italian government may sell its entire 49.9% stake to
completely exit from the ownership of Alitalia Spa, Bloomberg
News reports citing Parliamentary Affairs Minister Elio Vito.

Intesa Sanpaolo S.p.A., the government's sale adviser, is
currently drafting a rescue plan for Alitalia.  Under the bank's
?Fenice? plan, Italy will amend a law used to reorganize
Parmalat S.p.A.

According to the outline of the ?Alitalia Law?, the company will
seek protection from creditors and be placed in extraordinary
administration.  Alitalia's core business -- flight operations
-- will be separated from its debt and placed them under a new
company created with the buyer of the Italian government's 49.9%
stake in the carrier.

Intesa Sanpaolo had until Aug. 10, 2008, to submit Alitalia's
rescue plan to the government.

As reported in TCR-Europe on Aug. 1, 2008, Citigroup said
Alitalia may not be liquid enough to finance its operations in
2009, since the national carrier only has enough cash until end
2008.

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 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.


ASM SA: Files for Reorganization in Buenos Aires Court
------------------------------------------------------
Asm SA has requested for reorganization approval after failing
to pay its liabilities since June 27, 2008.

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

The case is pending in the National Commercial Court of First
Instance No. 20 in Buenos Aires.  Clerk No. 40 assists the court
in this case.

The debtor can be reached at:

                     Asm SA
                     Pedro de Mendoza 1677
                     Buenos Aires, Argentina


D Y W: Proofs of Claim Verification Deadline Is Nov. 19
-------------------------------------------------------
Stenner y Orella, the court-appointed trustee for D y W Trading
SA's bankruptcy proceeding, will be verifying creditors' proofs
of claim until Nov. 19, 2008.

Stenner y Orella will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 12 in Buenos Aires, with the assistance of Clerk
No. 24, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by D y W and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of D y W's accounting
and banking records will be submitted in court.

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

Stenner y Orella is also in charge of administering D y W's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

       D y W Trading SA
       Cordoba 645
       Buenos Aires, Argentina

The trustee can be reached at:

       Stenner y Orella
       Uruguay 667
       Buenos Aires, Argentina


DELTA AIR: Pilots Ratify Joint Collective Bargaining Agreement
--------------------------------------------------------------
The Delta and Northwest pilots, both represented by the Air Line
Pilots Association, Int'l, ratified a Joint Collective
Bargaining Agreement, the agreement reached between Delta Air
Lines and the Delta and Northwest union leadership in June.  The
voting closed this afternoon with 82.17% of eligible Delta
pilots casting a ballot.  Of those, 61.74% voted ?in favor? of
the new agreement.  The Northwest pilots ratified the same
agreement with 80.87% of eligible Northwest pilots casting a
ballot with 86.76% voting ?in favor? of the agreement.  With
ratification by both pilot groups, the JCBA will become
effective when the merger between Delta and Northwest closes
which could occur before year's end.

Delta MEC Chairperson, Captain Lee Moak, stated, ?The
ratification of the Joint Collective Bargaining Agreement
represents the culmination of many months of effort by everyone
involved.  This historic milestone marks the first time that a
labor agreement has been reached in advance of the close of an
airline merger.  It is far superior to the traditional well-worn
labor role in that all pilots will receive financial returns
from day one for the value we provide to the merger.  We look
forward to participating in Delta's future growth and success as
our nation's first truly global airline.?

Captain Dave Stevens, Northwest MEC Chairperson, said, ?This
momentous vote broke the traditional merger paradigm.  Because
the pilot groups of Northwest and Delta were willing to make an
affirmative decision, we will have a joint contract that becomes
effective on the date of corporate closing, a seniority list
process that provides a method to achieve a fair and equitable
list and two pilot groups that will be unified to face the
challenges ahead.?

Captain Stevens said, ?The pilots' precedent setting
contributions will allow the merged company to take advantage of
all the efficiencies as soon as possible and begin marketing the
first global airline to our customers and Wall Street.?

Both pilot groups will continue to focus on the process of
integrating the seniority lists.  In June, the two MECs signed a
Seniority List Integration Process Agreement.  This agreement
allows the MECs to shape the procedural elements leading to
seniority list integration.  The agreement calls for
negotiations and if necessary, a period of arbitration before a
panel of three neutral arbitrators with a written decision to be
issued no later than Nov. 20, 2008.  Captain Moak added, ?We
believe that the best seniority list solution is one that is
resolved through negotiations?by pilots working with pilots.
While we have confidence in the arbitration process, we will
remain open to a negotiated solution of a fair and equitable
single seniority list.?

Founded in 1931, ALPA represents 55,000 pilots at 40 airlines in
the U.S. and Canada. ALPA represents approximately 7,000 active
DAL pilots and 5,100 active NWA pilots.

ALPA on the net: http://www.alpa.org/
Delta pilots' on the net: http://www.deltapilots.org/
NWA ALPA on the net: http://www.nwaalpa.org/

                      About Northwest Airlines

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

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors has retained Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. as its
bankruptcy counsel in the Debtors' chapter 11 cases.  When the
Debtors filed for bankruptcy, they listed US$14.4 billion in
total assets and US$17.9 billion in total debts.  On Jan. 12,
2007, the Debtors filed with the Court their chapter 11 plan.
On Feb. 15, 2007, the Debtors filed an amended plan and
disclosure statement.  The Court approved the adequacy of the
Debtors' amended disclosure statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' amended plan.
That amended plan took effect May 31, 2007.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           About Delta Air

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

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

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


DELTA AIR: Lobbying Costs US$1,800,000 in Second Quarter
--------------------------------------------------------
Delta Air Lines, Inc., spent almost US$1,800,000 in lobbying
costs during the second quarter of 2008, according to a
disclosure form, says The Associated Press.

According to the report, Delta has lobbied for, among other
things, (i) issues on air carrier passengers and appropriations
for the Federal Aviation Administration, (ii) a bill to promote
coal-to-liquid fuel activities, farm bill, and a legislation to
eliminate manipulation of energy markets, (iii) oil speculation
regulation, (iv) aviation security issues and physical screening
standards at airports, and (v) airline mergers and similar
issues.

Delta has presented the issues to Congress, Department of
Homeland Security, and the Federal Aviation Administration, says
the AP.

                           About Delta Air

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

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

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


PESQUERA SAN ISIDRO: Trustee Verifies Claims Until Dec. 5
---------------------------------------------------------
Estudio Monica Cecilia Rapp y Asoc., the court-appointed trustee
for Pesquera San Isidro SA's reorganization proceeding, will be
verifying creditors' proofs of claim until Dec. 5, 2008.

Estudio Monica will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 10 in Buenos Aires, with the assistance of Clerk
No. 19, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Pesquera San Isidro's and
its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Pesquera San Isidro's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission dates.

The informative assembly will be held on Oct. 2, 2009.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

       Pesquera San Isidro SA
       Tucuman 590
       Buenos Aires, Argentina

The trustee can be reached at:

       Estudio Monica Cecilia Rapp y Asoc.
       Cordoba 827
       Buenos Aires, Argentina


TECSE SRL: Proofs of Claim Verification Deadline Is Oct. 22
-----------------------------------------------------------
Adriana Gallo, the court-appointed trustee for Tecse SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Oct. 22, 2008.

Ms. Gallo will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 24 in Buenos Aires, with the assistance of Clerk
No. 48, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Tecse and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Tecse's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

       Tecse SRL
       Soldado de la Independencia 1009
       Buenos Aires, Argentina

The trustee can be reached at:

       Adriana Gallo
       Roque Saenz Pena 651
       Buenos Aires, Argentina


TIPPET SA: Proofs of Claim Verification Deadline Is Oct. 1
----------------------------------------------------------
Miguel Angel Tregob, the court-appointed trustee for Tippet SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Oct. 1, 2008.

Mr. Tregob will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 25 in Buenos Aires, with the assistance of Clerk
No. 49, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Tippet and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Tippet's accounting
and banking records will be submitted in court.

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

Mr. Tregob is also in charge of administering Tippet's assets
under court supervision and will take part in their disposal to
the extent established by law.

The debtor can be reached at:

                      Tippet SA
                      Santiago del Estero 315
                      Buenos Aires, Argentina

The trustee can be reached at:

                      Miguel Angel Tregob
                      Lima 287
                      Buenos Aires, Argentina



=============
B A H A M A S
=============

MESA AIR: Delta Air Cancels Freedom CRJ-900 Connection Agreement
----------------------------------------------------------------
Mesa Air Group Inc. received notification from Delta Air Lines,
Inc., regarding the airline's plan to terminate Mesa subsidiary
Freedom Airlines' CRJ-900 Delta Connection agreement, Mesa
disclosed in a statement filed with the Securities and Exchange
Commission on Aug. 5, 2008.

Freedom operates seven CRJ-900 regional jets for Delta
Connection, with seven more aircraft scheduled to enter service
by May 2009.  Mesa subleases the Aircraft from Delta for US$1
per month per aircraft, which will be returned to Delta in
connection with this termination with no further financial
obligation to Mesa.

The 14 aircraft will be assigned to other Delta Connection
carriers, Delta spokeswoman Betsy Talton told The Associated
Press.

According to the SEC filing, Delta alleges Freedom's ?[failure]
to maintain specified operational performance, as outlined in
the Contract?.

?It's more important than ever before that Delta and its Delta
Connection partners meet operational and customer service
levels,? Ms. Talton stated, according to he AP.

However, Mesa believes the cancellation is part of Delta's
efforts to reduce capacity, coupled with its inability to reduce
aircraft at its wholly-owned subsidiary, Comair, without
incurring significant ongoing expense.

As previously reported, Delta also planned to cancel its flying
contract with Freedom with respect to the ERJ-145 Connection
Agreement, under which Mesa won a preliminary injunction in the
Federal Court in Atlanta, enjoining Delta from terminating the
Contract, according to the SEC filing.

Mesa Air Group Chairman and CEO Jonathan Ornstein said the
regional carrier ?intends to vigorously defend its contractual
rights . . . as it remains willing to cooperate in the mutual
best interests of Delta and Mesa?.

                           About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No.
105; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft
with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and
Mexico.  Mesa operates as Delta Connection, US Airways Express
and United Express under contractual agreements with Delta Air
Lines, US Airways and United Airlines, and independently as Mesa
Airlines and go!.  In June 2006 Mesa launched inter-island
Hawaiian service as go!  This operation links Honolulu to the
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
Company, founded by Larry and Janie Risley in New Mexico in
1982, has approximately 5,000 employees and was awarded Regional
Airline of the Year by Air Transport World magazine in 1992 and
2005. Mesa is a member of the Regional Airline Association and
Regional Aviation Partners.  Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by
June 30 including its current scheduled services, citing record-
high fuel prices, insufficient demand and a difficult operating
environment as the main factors in its decision.



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

BLUEPOINT RE: Chapter 15 Petition Summary
-----------------------------------------
Chapter 15 Petitioner: John C. McKenna

Chapter 15 Debtor: BluePoint Re, Ltd.
                    Clarendon House, 2 Church St.
                    Hamilton, Bermuda

Chapter 15 Case No.: 08-13169

Type of Business: The Debtor provides insurance and reinsurance
                   of all kinds, and in particular to underwrite
                   third party financial insurance, mostly with
                   underlying risks of structured finance and
                   municipal transactions.  It is a wholly owned
                   subsidiary of BluePoint Holdings Ltd. in
                   Bermuda, which in turn is wholly owned by
                   Wachovia Corp.

Chapter 15 Petition Date: Aug. 13, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Petitioner's Counsel: Howard Seife, Esq.
                                     Email: hseife@chadbourne.com
                                  Chadbourne & Parke, LLP
                                  30 Rockefeller Plaza
                                  New York, NY 10112
                                  Tel: (212) 408-5361
                                  Fax: (212) 541-5369

Estimated Assets: More than US$100,000,000

Estimated Debts:  More than US$100,000,000


BLUEPOINT RE: Bermudan Court Order Cues Moody's Rating Cut to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from A2 the
insurance financial strength rating of BluePoint Re Limited,
with a developing outlook.  Moody's said that the rating action
follows the recent appointment of a provisional liquidator of
BluePoint Re by an order in the Supreme Court of Bermuda. The
downgrade also reflects significant deterioration within
BluePoint Re's insured portfolio, particularly with respect to
its mortgage-related risks, coupled with the impact of rating
triggers contained in the company's CDS contracts.  Prior to
Moody's rating action, the insurance financial strength rating
of BluePoint Re was under review for downgrade.


The board of directors of BluePoint Re, a wholly owned
subsidiary of Wachovia Corporation, has authorized its
management to seek an order from the Supreme Court of Bermuda to
wind-up the company's affairs, and a petition to that effect was
recently filed with the Supreme Court.  Moody's rating of
BluePoint Re incorporates the expectation that the appointment
of a provisional liquidator will result in meaningful
uncertainty with respect to the timing and amount of any
payments made by the company to claimants or CDS counterparties.
Moody's also commented that, as a Bermuda domiciled reinsurer,
BluePoint Re holds Regulatory 114 trust accounts in favor of its
US primary clients.  The presence of these trust accounts, which
hold approximately 35% of the company's assets, could affect the
manner in which company assets are distributed to its various
creditors during any liquidation process.

BluePoint Re is the smallest monoline reinsurance company in the
financial guaranty industry in terms of portfolio size and
capital base.  The company had reinsurance treaty arrangements
with many of the primary financial guarantors, but disruption in
the financial guaranty markets and deterioration in the credit
profile of BluePoint Re resulted in negligible new production
volume for BluePoint Re in 2008.  BluePoint Re has also written
credit default swaps (CDS) on a direct basis, including a few
ABS CDO risks. In contrast to most other financial guarantors,
BluePoint Re is much more exposed to liquidity risk in its CDS
contracts due to payment and settlement terms, including market
value termination rating triggers that take effect below the
single-A rating level.

According to Moody's, the developing outlook reflects the
significant uncertainty relating to the values assigned to
BluePoint Re's financial obligations by the provisional
liquidator and the ability of BluePoint Re to meet its various
counterparty claims upon the liquidation of company assets.
Moody's will update the market as the situation develops and
will assess the ability to maintain a rating subject to the
availability of information.

This rating was downgraded with a developing outlook:

-- insurance financial strength to Ca from A2.

BluePoint Re Ltd. -- http://www.bluepointre.bm/-- is owned by
BluePoint Holdings Limited which, in turn, is owned by Wachovia
Corporation, the fourth largest financial holding company in the
United States based on assets.  The company is in Hamilton,
Bermdua.


INTELSAT LTD: June 30 Balance Sheet Upside-Down by US$722.3 Mil.
----------------------------------------------------------------
Intelsat Ltd.'s June 30 balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million.

The company reported revenue of US$584.9 million and a net loss
of US$82.0 million for the three months ended June 30, 2008.

Following the completion of financing activities related to the
February 2008 acquisition of Intelsat's parent, Intelsat
Holdings, Ltd., by Intelsat Global, Ltd. (formerly known as
Serafina Holdings Limited), an entity controlled by funds
advised by BC Partners Holdings Ltd., Silver Lake Partners and
certain other equity investors (?the New Sponsors Acquisition?),
the company introduced a new Adjusted EBITDA measure based
upon the financial results of Intelsat (Bermuda), Ltd.

Intelsat CEO Dave McGlade commented, ?Intelsat's second quarter
results featured record revenues and continued strong operating
performance.  Our diverse customer base and global scale give us
an outstanding competitive position.  We continue to benefit
from the communications infrastructure needs of global
businesses, growing economies, mobile application providers and
service providers entering newly deregulated markets.  Our
quarter-end backlog increased for the third quarter in a row to
a record $8.5 billion, providing visibility?and continued
stability?in our business.?

Operational Highlights:

    -- Intelsat's leadership in the distribution of global video
       progressed, with the number of high definition video
       channels distributed on the company's satellite network
       increasing to nearly 90, primarily in North America and
       Europe.  Respected broadcaster National Public Radio
       renewed its service contract with the company under a
       long-term agreement that extends its service well into the
       next decade.

    -- Rapidly growing wireless operators that use Intelsat
       capacity to extend their services into new regions are
       renewing and expanding their agreements with the company.
       Nigeria's Globacom and Libya's GPTC renewed existing
       contracts under multi-year agreements.

    -- Intelsat renewed and expanded its relationship with
       Alaskan telecom services provider GCI.  This long-term
       agreement for transponder services provides communications
       infrastructure that supports GCI in its mission of
       delivering primary communications and essential
       applications, such as telemedicine and distance learning,
       to rural Alaska.

    -- Intelsat General, Intelsat's business serving commercial
       and government customers, was awarded a major contract
       from prime contractor DRS Technologies.  Under the
       program, Intelsat General will provide a managed service
       which includes X-Band satellite connectivity, fiber and
       teleport services in the Middle East using Intelsat's
       terrestrial infrastructure and third-party satellite
       capacity.

    -- Intelsat's system average fill rate on its approximately
       2,175 station-kept transponders increased to 80 percent at
       June 30, 2008 as compared to 78 percent at March 31, 2008.

The Galaxy 18 satellite was successfully launched on May 23,
2008, replacing the Galaxy 10R satellite at 123 degrees west, in
the North American cable arc.  Intelsat's Galaxy 19 satellite is
scheduled to launch in late September on a rocket to be provided
by Sea Launch.  In addition, Intelsat announced that it had
placed orders for the planned replacements for the Intelsat 704
and Intelsat 701 satellites, to be known as Intelsat 17 and
Intelsat 18, respectively, as part of the company's on-going
fleet investment program.  Intelsat's satellite programs are
progressing as planned.  The company confirmed that it continues
to expect 2008 capital expenditures to total between
US$460 million and US$500 million.

                           About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 3, 2008, Moody's Investors Service assigned ratings to
approximately US$1.2 billion of new debt instruments issued by
Intelsat Corporation, an indirect wholly-owned subsidiary of
Intelsat, Ltd.  At the same time, Moody's also affirmed
Intelsat's Caa1 corporate family rating, Caa1 probability of
default rate and SGL-3 speculative grade liquidity rating while
maintaining the stable ratings outlook.  The rating action was
prompted by refinance activity resulting from required change of
control offers applicable to debt instruments that were
outstanding prior to Intelsat's recent acquisition by private
equity investors.

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, Standard & Poor's Ratings Services assigned
ratings on an aggregate US$7.1 billion in proposed new debt
instruments issued by various subsidiaries of Bermuda-based
Intelsat Ltd.  Proceeds from the new debt will be used to
replace existing credit agreements and bridge facilities.  The
credit agreements were put in place to finance the change of
control provisions under three separate debt issues that were
triggered by the Feb. 4, 2008, acquisition of the company by an
investor group led by BC Partners.  At the same time, S&P
affirmed the 'B' corporate credit rating on Intelsat, as these
proposed debt issuances were already incorporated into S&P's
rating.  S&P said the outlook is stable.


INTELSAT LTD: Inks Distribution Deal With OlympuSAT
---------------------------------------------------
Intelsat Ltd. has signed a multi-year, multi-transponder deal
with OlympuSAT to continue to distribute its bouquet of
programming to millions of U.S. cable, satellite and other video
providers.

Under the terms of the contract, OlympuSAT has renewed and
expanded its capacity on Intelsat's Galaxy 23 satellite located
at 121 degrees West.  Strategically positioned in the middle of
the North American Cable Arc, Galaxy 23 is part of Intelsat's
industry-leading Galaxy Neighborhood, which serves nearly 8,000
cable headends.  Three areas of programming available from
OlympuSAT include: Spanish language, faith and families and
top independent networks like FUNimation, the nation's leading
anime service.

?Over the years, Intelsat has provided us the ideal satellite,
Galaxy 23, which serves our affiliates well.  We are pleased to
be both extending our current relationship and expanding with
additional capacity,? said Tom Mohler, President, OlympuSAT.
?OlympuSAT will continue to deliver top programming options to
the video provider industry through a combination of standard
and high definition linear programming in our core categories
and through more top network additions.?

?One of the biggest trends in programming is the need to
distribute regional programming internationally. Intelsat's
global network provides a single, efficient platform for
distribution into valuable video neighborhoods around the
world,? said Kurt Riegelman, Intelsat's Senior Vice President,
Global Sales.  ?With respect to North America, Intelsat's
Galaxy satellites offer seamless and effective transmissions
allowing our customers to quickly expand into the highly-
competitive U.S. cable and satellite market.?

                          About OlympuSAT

OlympuSAT, Inc. is a multi-media entertainment company.
OlympuSAT is a distributor of independently owned and operated
digital networks on individual transponder platforms and
currently represents more than two dozen diverse channels
through their Hispanic, Digital I and Faith & Families Packs.  A
turnkey service provider, OlympuSAT facilitates technical
satellite related services along with affiliate sale services.
Additional services provided to networks include as needed,
master control, advertising sales and traffic and billing
services.  The OlympuSAT suites are distributed via Galaxy 23.
An affiliate of Ocean Communications, OlympuSAT is based in West
Palm Beach Florida, serving homes nationwide.

                           About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 3, 2008, Moody's Investors Service assigned ratings to
approximately US$1.2 billion of new debt instruments issued by
Intelsat Corporation, an indirect wholly-owned subsidiary of
Intelsat, Ltd.  At the same time, Moody's also affirmed
Intelsat's Caa1 corporate family rating, Caa1 probability of
default rate and SGL-3 speculative grade liquidity rating while
maintaining the stable ratings outlook.  The rating action was
prompted by refinance activity resulting from required change of
control offers applicable to debt instruments that were
outstanding prior to Intelsat's recent acquisition by private
equity investors.

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, Standard & Poor's Ratings Services assigned
ratings on an aggregate US$7.1 billion in proposed new debt
instruments issued by various subsidiaries of Bermuda-based
Intelsat Ltd.  Proceeds from the new debt will be used to
replace existing credit agreements and bridge facilities.  The
credit agreements were put in place to finance the change of
control provisions under three separate debt issues that were
triggered by the Feb. 4, 2008, acquisition of the company by an
investor group led by BC Partners.  At the same time, S&P
affirmed the 'B' corporate credit rating on Intelsat, as these
proposed debt issuances were already incorporated into S&P's
rating.  S&P said the outlook is stable.


INTELSAT LTD: Expands Capacity for Public Radio Satellite System
----------------------------------------------------------------
Intelsat Ltd. has signed a multi-transponder, multi-year
contract renewal with NPR (National Public Radio) for satellite
capacity to support the distribution of public radio programming
across the United States.  NPR operates the Public Radio
Satellite System (PRSS) on behalf of all public radio stations
and program distributors.  Through this satellite
infrastructure, more than 32 million devoted listeners will
continue to tune in for public radio's unique, award-winning
programming every week, which is distributed through more than
900 public radio stations throughout the United States and its
territories.

Under the terms of the contract, NPR will use C- and Ku-band
capacity on Intelsat's Galaxy 16 and Galaxy 17 satellites,
located at 99 degrees West and 91 degrees West, respectively.
By the end of this agreement, Intelsat's relationship with NPR
will have spanned three decades.

?Intelsat's Galaxy neighborhood footprint offers us the highly
reliable distribution we need for our national and local
programming, enabling us to reach even the most remote
communities,? said Pete Loewenstein, Vice President of
Distribution of NPR.  ?The services of Intelsat's Galaxy
satellites provide a secure platform to support current
operations of the Public Radio Satellite System, and the
increased capacity in our new agreement enables public radio to
expand significantly the scope of its services to the American
public.?

?NPR's reliance on this vast satellite-enabled distribution
network has supported the organization's evolution to a leading,
comprehensive source of national and international news,? said
Kurt Riegelman, Intelsat's Senior Vice President, Global Sales.
?Customers such as NPR benefit from the scale and flexibility of
Intelsat's global network.  Delivering seamless, multi-satellite
solutions for our customers protects their services and assists
them in expanding their offerings.?

The Intelsat Galaxy neighborhood represents one of the most
coveted franchises in the fixed satellite services industry.
This neighborhood offers high-powered North American capacity
providing broadcasters and programmers strategic access for
transmissions of news and entertainment into this competitive
region.

                             About NPR

NPR (National Public Radio) is an internationally acclaimed
producer and distributor of noncommercial news, talk, and
entertainment programming.  A privately supported, not-for-
profit membership organization, NPR serves a growing audience of
more than 30 million Americans each week in partnership with
more than 900 independently operated, noncommercial public radio
stations.  Each NPR Member Station serves local listeners with a
distinctive combination of national and local programming.  With
original online content and audio streaming, NPR.org offers
hourly newscasts, special features and ten years of archived
audio and information.  NPR also manages the Public Radio
Satellite System (PRSS) for the benefit of the entire public
radio community.

                           About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 3, 2008, Moody's Investors Service assigned ratings to
approximately US$1.2 billion of new debt instruments issued by
Intelsat Corporation, an indirect wholly-owned subsidiary of
Intelsat, Ltd.  At the same time, Moody's also affirmed
Intelsat's Caa1 corporate family rating, Caa1 probability of
default rate and SGL-3 speculative grade liquidity rating while
maintaining the stable ratings outlook.  The rating action was
prompted by refinance activity resulting from required change of
control offers applicable to debt instruments that were
outstanding prior to Intelsat's recent acquisition by private
equity investors.

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, Standard & Poor's Ratings Services assigned
ratings on an aggregate US$7.1 billion in proposed new debt
instruments issued by various subsidiaries of Bermuda-based
Intelsat Ltd.  Proceeds from the new debt will be used to
replace existing credit agreements and bridge facilities.  The
credit agreements were put in place to finance the change of
control provisions under three separate debt issues that were
triggered by the Feb. 4, 2008, acquisition of the company by an
investor group led by BC Partners.  At the same time, S&P
affirmed the 'B' corporate credit rating on Intelsat, as these
proposed debt issuances were already incorporated into S&P's
rating.  S&P said the outlook is stable.



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

BANCO DO BRASIL: Reaches Deal to Launch Products Internationally
----------------------------------------------------------------
Banco do Brasil has signed a deal with Indian fintech vendor i-
flex to launch products on its international operations
beginning in the UK, Finextra reports.

Under the deal, the Flexcube Universal Banking package will
assist the bank with a flexible business process framework,
Finextra states.

Finextra says that the package will improve:

    -- operational efficiency,
    -- financial reporting and
    -- customer service.

Citing the bank's international business officer Sandro
Marcondes, MD, the report relates that the bank has desired a
business platform that was adaptable and that would let the bank
operate globally while complying with local regulations.

I-Flex disclosed that the deal "strengthens Flexcube's
position in the Latin American banking and financial services
market", the report adds.

                      About Banco do Brasil

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

                        *     *     *

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


BANCO DO BRASIL: Releases BRL1.433 Billion for 200/2009 Crop
------------------------------------------------------------
According to a report posted on Gazeta Mercantil, Banco do
Brasil SA has released some BRL1.433 billion for the 2008/2009
crop.

Gazeta Mercantil relates that Banco do Brasil released about
BRL1.29 billion in July 2008, compared to BRL380 million in July
2007.  Banco do Brasil will release some BRL11.1 billion for the
crop by December 2008, about 10% more than what was released
between July and December 2007, the report states.

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

                        *     *     *

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


BANCO NACIONAL: Grants BRL91.3 Mln Loan for Building Power Plant
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA, a.k.a.
BNDES, has approved a BRL91.3 million financing for installing a
power plant in Santa Catarina, the PCH Santa Luzia Alto, in
Chapeco River, between the cities of Sao Domingos and Ipuacu.
The project will generate 600 direct jobs during the works.  The
funds of BNDES account for 67% of total investments and will be
transferred by Banco do Brasil.

The project, to be developed by the group Gomes Lourenco
(anchor-company of which is the Construction Company Gomes
Lourenco), covers the Power Plant, and the construction of its
transmission system.  It is the second project the group is used
to carry out, with similar purpose (Piedade Power Plant), under
development in the state of Minas Gerais.

Fundacao do Meio Ambiente of the State of Santa Catarina issued
the installation license to Santa Luzia Alto Power Plant, which
installed power will be 28.5 megawatts.  License to the
transmission line has not been issued yet because there are two
route options, still under analysis.  It must be issued by
December this year.  Transfer of funds by BNDES is contingent
upon the submission of installation licenses in the name of
Santa Luzia Energetica S.A.

In the first construction step, the project will create 600
direct jobs.  In the operational phase, expected for January
2010, Santa Luzia ALTO Power Plant will put in five new job
positions.  BNDES support has come right on time for
infrastructure investments, such as the promotion of renewable
energy.  In the first six months of this year, disbursements for
infrastructure grew 83.1%, as compared to the same period last
year and must also exceed loans to the industry by the end of
the second half of the year.

                        About Banco Nacional

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

                          *     *     *

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


BANCO SOFISA: Net Profit Grows 28% to BRL30.5MM in 2nd Quarter
--------------------------------------------------------------
Noticias Financieras reports that Banco Sofisa S.A.'s net profit
increased 28% to BRL30.5 million in the second quarter 2008,
compared to BRL23.83 million in 2007.

According to Noticias Financieras, Banco Sofisa's credit
portfolio rose 84.4% to BRL3.2 billion in the second quarter
2008, from BRL1.7 billion in the same period last year.  Banco
Sofisa's net equity increased by 3.8% to BRL852.3 million,
Noticias Financieras states.

Established in 1961, Banco Sofisa SA --
http://www.sofisa.com.br/ir-- is headquartered in Sao Paulo,
Brazil.  The bank offers commercial and retail banking products
primarily to small and medium-size companies.  As of June 2007,
the bank had total assets of approximately BRL3.44 billion
(US$1.79 billion) and equity of BRL821.5 million (US$427
million).

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, Moody's Investors Service assigned long-term
foreign currency rating of Ba1 to Banco Sofisa S.A.'s
US$1,000,000,000 Global Medium Term Note Programme.  Moody's
also assigned a Ba1 long-term foreign currency debt rating to
the senior unsecured notes due in 2011 issued under the program
in the amount of US$125,000,000.  Moody's said the outlook on
the ratings is stable.


BRASKEM SA: Net Profit Grows 14% to BRL465MM in 1st Half of 2008
----------------------------------------------------------------
Braskem S.A.'s Chief Executive Officer Bernardo Gradin said in a
press conference that the firm's net profit increased 14% to
BRL465 million in the first six months of 2008, compared to the
same period last year, Business News Americas reports.

According to BNamericas, the improvement in net profit was
mainly due to a non-operating gain resulting from the sale of
its shares in synthetic rubber producer Petroflex, which
accounted for 33.57% of the firm's common shares and 33.46% of
its preferred shares.

Braskem's net revenues in the first six months of this year grew
13% to US$5.2 billion, from the same period in 2007, due to a
boost in sales volume and higher resin prices, BNamericas says,
citing Mr. Gradin.

Braskem S.A. (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A. Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.

On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


CENTRAIS ELETRICAS: Gets US$600 Mil. Investment Loan From CAF
-------------------------------------------------------------
Centrais Eletricas Brasileiras SA, a.k.a. Eletrobras, has been
granted by the Andean Development Corporation (CAF) an
investment loan of US$600 million, Gazeta Mercantil reports.

"With this loan, CAF is supporting the Brazilian electricity
sector, which is considered strategic by the country's federal
government," the report says, citing CAF president Enrique
Garcia.

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.


COMPANHIA ENERGETICA: No Alternative Plan for Jupia Concessions
---------------------------------------------------------------
Companhia Energetica de Sao Paulo has no plan B for its strategy
to renew concession rights at the Jupia and Ilha Solteira hydro
plants, which have combined capacity of 5GW, Fabio Palmigiani of
Business News Americas reports.

According to Bnamericas, Cesp president Guilherme Cirne de
Toledo said the company could go to court against the federal
government, but discussion must be met.

BNamericas relates that Power regulator Aneel in 2004 renewed
the Jupia and Ilha Solteira concessions to 2015.  Cesp is
expecting the mines and energy ministry (MME) to consider
extending the date to 2024.

The report says a team was formed by the government to evaluate
concession renewals.  The government automatically renews
concession rights at no cost following their first expiration.
The second expiration of the concession rights, the government
opens bidding for the concession.

The report adds that the government, in March, was planning to
sell its preferred and ordinary shares in Cesp.  However, there
was no auction because companies had trouble securing loans to
bid for Cesp, in part because there is no guarantee the
concessions will run beyond 2015.

Headquartered in Sao Paulo, Brazil, Companhia Energetica de Sao
Paulo (BOVESPA: CESP3, CESP5 and CESP6) is the country's third
largest power generator, majority owned by the State of Sao
Paulo.  CESP operates 6 hydroelectric plants with total
installed capacity of 7,456 MW and reported net revenues of
BRL1,983 million in the last twelve months through Sept. 30,
2006.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 10, 2007, Standard & Poor's Ratings Services raised its
ratings on electricity generator Companhia Energetica de Sao
Paulo, including its corporate credit rating to 'B' from 'B-'.
At the same time, S&P raised its Brazil national scale ratings
on CESP to 'brBBB-' from 'brBB'.  S&P said the outlook remains
positive on both scales.


COMPANHIA DE SANEAMENTO: Brean Upgrades Firm's Shares to Buy
------------------------------------------------------------
Brean Murray analysts have upgraded the shares of Companhia de
Saneamento Basico do Estado de Sao Paulo, a.k.a. Sabesp, to
?buy? from ?hold?, Newratings.com reports.

Newratings.com relates that Brean Murray also set the target
price for Sabesp's shares to US$77.

Companhia de Saneamento Basico do Estado de Sao Paulo, a.k.a.
Sabesp (Bovespa: SBSP3; NYSE: SBS) -- http://www.sabesp.com.br
-- is one of the largest water and sewage service providers in
the world based on the population served in 2005.  It operates
water and sewage systems in Sao Paulo, Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings affirmed the 'BB' Local Currency
and Foreign Currency Issuer Default Ratings and the Long-Term
National Scale Rating 'A+(bra)' of Companhia de Saneamento
Basico do Estado de Sao Paulo.  In addition, Fitch affirmed the
'BB' Long-Term International Rating for US$140 million in notes
issued by the company, as well as the 'A+(bra)' on National
Scale for its sixth debenture issuance.  Fitch said the rating
outlook is stable.


COSAN SA: Eyes Partners for Sugar-Waste Power Deals
---------------------------------------------------
Cosan SA Industria e Comercio has sought utility partners to
increase sales of electricity from vegetable waste to 20 percent
of revenue, Bloomberg News reports, citing Vice Chairman Pedro
Mizutani.

Mr. Mizutani said that Cosan would expand generating capacity
and provide a more successful alternative than government-led
auctions through joint ventures, adding that CPFL Energia SA,
Brazil's largest non-government power supplier, is among the
utilities seeking deals with Cosan, Bloomberg News relates.

Citing Mr. Mizutani, Bloomberg News says the deals would
alleviate the investment burden and boost sales.

                        Power Auction

According to Bloomberg News, the bidding will start a maximum
price of BRL157 (US$97) per megawatt-hour of energy for 15-year
contracts.  Mills offering to sell at the lowest price win the
bids.  Mr. Mizutani has no comment of what auction price would
encourage sales.

Bloomberg News states, citing Folha de S. Paulo, only 44 bidders
had the chance to join today's auction to offer 1,100 megawatts
of power.  About 118 bidders participated to sell as much 7,800
megawatts of power in February.  Last week, qualified bidders
were down to 96, offering 2,102 megawatts.

The report says the company has secured contracts to supply only
about one-seventh of the 1,000 megawatts of potential
electricity production from its waste.

                       About Cosan S.A.

Headquartered in Piracicaba, Brazil, Cosan S.A. Industria e
Comercio produces sugar and ethanol.  The company cultivates
harvests and processes sugarcane, the main raw material for
sugar and ethanol manufacturing.  With 17 manufacturing units
and two port terminals in the city of Santos, Cosan says it is
currently the largest individual group in the world in terms of
sugarcane byproducts manufacturing.  With capacity to grind more
than 40 million tonnes of sugarcane, the group represents 12% of
overall production in the mid-southern region of the country.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 29, 2008, Moody's Investors Service placed the Ba2 local
currency corporate family rating and foreign currency senior
unsecured rating, as well as the A1.br Brazilian national scale
corporate family rating of Cosan S.A. Industria e Comercio on
review for possible downgrade.

TCR-LA related on April 28, 2008, that Standard & Poor's Ratings
Services placed its 'BB' long-term corporate credit rating on
Cosan S.A. Industria e Comercio, as well as its 'BB' rating on
the company's outstanding debt issues, which amount to
US$950 million, on CreditWatch with negative implications.  At
the same time, S&P placed its 'BB' long-term corporate credit
rating on Bermudas-based sugar-cane processor Cosan Ltd. on
CreditWatch with negative implications.


DELPHI CORP: June 30 Balance Sheet Upside-Down by US$14.5 Bil.
--------------------------------------------------------------
Delphi Corp. reported second quarter 2008 financial results with
revenues of US$5.2 billion, and a net loss of US$551 million.
The Company also entered into an amendment of an existing
agreement with General Motors that is expected to further
enhance Delphi's liquidity position.

                 Second Quarter 2008 Financial Results

     -- Revenue: Revenue for the quarter was US$5.2 billion, down
        from US$6.0 billion in the second quarter of 2007.

        * Revenue decline was driven primarily by a 28 percent
          decrease in GM North America (GMNA) production volume,
          which included the impact of a work stoppage at a Tier
          1 supplier to GMNA and Delphi's ongoing divestiture of
          non-core businesses that primarily supplied GMNA.
          Sales to GMNA represented 19 percent of total Delphi
          revenue in the second quarter of 2008, down from 31
          percent in the second quarter of 2007.  Non-GM revenue
          was unchanged at US$3.8 billion for the quarter,
          representing 72 percent of second quarter revenue,
          compared to 63 percent for the same period last year.

     -- Net Loss: Net loss for the quarter was US$551 million, or
        US$0.98 per share, improved from the second quarter 2007
        net loss of US$821 million, or US$1.46 per share.

        * The improvement in net loss was due to the absence of
          charges recorded in the second quarter of 2007 related
          to the Securities and ERISA multi-district litigation
          settlement and employee termination benefits and other
          exit costs primarily resulting from the exit of a
          manufacturing facility in Cadiz, Spain.  Offsetting
          these items for the second quarter of 2008 were GMNA
          volume reductions, including the impact of the Tier 1
          supplier work stoppage, a goodwill impairment charge
          and the loss on extinguishment of debt resulting from
          the refinancing of the Company's DIP Credit Facility
          through the end of 2008.

        Parties Reach Accord to Amend GM-Delphi Agreement

As part of Delphi's ongoing discussions with key stakeholders
regarding potential modifications to the company's amended Plan
of Reorganization (POR), GM has agreed, subject to Court
approval, to amend its Agreement from earlier this year to
increase by US$300 million, to a total of US$950 million, the
amount of advances GM will provide against amounts to be paid to
Delphi by GM following the effectiveness of the GM Settlement
Agreement and Master Restructuring Agreement.  The additional
US$300 million of advances is conditioned upon Delphi filing
modifications to its POR by Oct. 31, 2008.

Additional information concerning Delphi's second quarter 2008
results is available through the Investor Relations page of
Delphi's website at http://www.delphi.comand in Delphi's second
quarter Form 10-Q, filed with the Securities and Exchange
Commission.

A full-text copy of Delphi's Form 10-Q report for the fourth
quarter and fiscal year ended Dec. 31, 2007, filed with the
U.S. Securities and Exchange Commission is available for free
at:

                http://ResearchArchives.com/t/s?30bd

                    Delphi Corporation, et al.
                Unaudited Consolidated Balance Sheet
                        As of June 30, 2008
                           (In Millions)

                               ASSETS

Current assets:
    Cash and cash equivalents                           US$1,054
    Restricted cash                                          121
    Accounts receivable, net:
       General Motors and affiliates                       1,108
       Other customers                                     3,024
    Inventories, net                                       1,737
    Other current assets                                     677
    Assets held for sale                                     711
                                                        --------
       TOTAL CURRENT ASSETS                                8,432

Long-term assets:
    Property, net                                          3,811
    Investment in affiliates                                 386
    Goodwill                                                 256
    Other                                                    784
                                                        --------
       TOTAL LONG-TERM ASSETS                              5,237
                                                        --------
TOTAL ASSETS                                          US$13,669
                                                        ========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Short-term debt                                     US$4,421
    Accounts payable                                       2,951
    Accrued liabilities                                    2,343
    Liabilities held for sale                                451
                                                        --------
    TOTAL CURRENT LIABILITIES                             10,166

Long-term liabilities:
    Other long-term debt                                      59
    Employee benefit plan obligations                        475
    Other                                                  1,160
                                                        --------
    TOTAL LONG-TERM LIABILITIES                            1,694

Liabilities subject to compromise                        16,244
                                                        --------
    TOTAL LIABILITIES                                  US$28,104
                                                        --------

Minority interest                                        US$145
Stockholders' deficit:
    Common stock                                               6
    Additional paid-in capital                             2,747
    Accumulated deficit                                  (16,241)
    Employee benefit plan                                 (1,702)
    Other                                                    616
    Accumulated other comprehensive loss                  (1,086)
    Treasury stock, at cost (3.2 million shares)              (6)
                                                        --------
    TOTAL STOCKHOLDERS' DEFICIT                          (14,580)
                                                        --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           US$13,669
                                                        ========


                     Delphi Corporation, et al.
           Unaudited Consolidated Statement of Operations
                  Six Months Ended June 30, 2008
                           (In Millions)

Net sales:
    General Motors and affiliates                       US$3,124
    Other customers                                        7,362
                                                        --------
Total net sales                                          10,486
                                                        --------
Operating expenses:
    Cost of sales                                          9,718
    U.S. employee workforce transition program charges        54
    Depreciation and amortization                            429
    Long-lived asset impairment charges                        8
    Goodwill impairment charges                              168
    Selling, general and administrative                      741
                                                        --------
Total operating expenses                                 11,118
                                                        --------
Operating loss                                             (632)

Interest expense                                           (219)
Loss on extinguishment of debt                              (49)
Other (expense) income, net                                  23
Reorganization items                                       (138)
Loss from continuing operations
before minority interest and equity income               (1,015)
Income tax benefit (expense)                                (73)
Loss from continuing operations before                        -
   minority interest and equity income                    (1,088)
   Minority interest, net of tax                              23
   Equity income, net of tax                                  22
Loss from continuing operations                          (1,089)
Loss from discontinued operations, net of tax               (51)
                                                        --------
NET LOSS                                              (US$1,140)
                                                        ========


                     Delphi Corporation, et al.
           Unaudited Consolidated Statement of Cash Flows
                  Six Months Ended June 30, 2008
                           (In Millions)

Cash flows from operating activities:
    Net loss                                           (US$1,140)
    Adjustments to reconcile net loss
     to net cash provided by operating activities:             -
     Depreciation and amortization                           429
     Long-lived asset impairment charges                       8
     Goodwill impairment charges                             168
     Deferred income taxes                                   (10)
     Pension and other postretirement benefit expenses       375
     Equity income                                           (22)
     Reorganization items                                    138
     U.S. employee workforce transition program charges       54
     Loss on extinguishment of debt                           49
     Loss on asset held for sale                              32
     Changes in operating assets and liabilities:              -
     Accounts receivable, net                               (376)
     Inventories, net                                         36
     Other assets                                             36
     Accounts payable                                        151
     Employee and product line obligations                     -
     Accrued and other long-term liabilities                  53
     Other, net                                              (42)
    U.S. employee workforce transition program payments     (100)
    Pension contributions                                   (310)
    Other postretirement benefit payments                   (131)
    (Payments) receipts for reorganization items             (55)
    Dividends from equity investments                         10
    Discontinued operations                                   48
                                                        --------
Net cash used in operating activities                      (599)

Cash flows from investing activities:
    Capital expenditures                                    (414)
    Proceeds from sale of property                            47
    Cost of acquisitions, net of cash acquired               (15)
    Proceeds from sale of non-U.S. trade bank notes          117
    Proceeds from divestitures                               121
    Increase in restricted cash                               52
    Other, net                                                (6)
    Discontinued operations                                  (99)
                                                        --------
Net cash used in investing activities                      (197)

Cash flows from financing activities:
    Proceeds from refinanced DIP facility                  3,158
    Repayments of borrowings from refinanced DIP facility (2,746)
    Net proceeds from term loan facility                       -
Net borrowings under amended and restated
    DIP facility                                             311
    (Repayments) proceeds under cash overdraft                 -
    Net borrowings (repayments) under other debt pacts        29
    Dividend payments                                          -
    Dividend payments of consolidated affiliates to
     minority shareholders                                   (23)
    Other, net                                                 -
    Discontinued operations                                   17
                                                        --------
Net cash used in financing activities                       746
                                                        --------
Effect of exchange rate fluctuations on
  cash & cash equivalents                                     68
Decrease in cash and cash equivalents                        18
Cash and cash equivalents at beginning of period          1,036
                                                        --------
Cash and cash equivalents at end of period             US$1,054
                                                        ========

                    Delphi Reports Narrower Loss

Various reports note that Delphi reported a narrower net loss of
US$551,000,000, or 98 cents a share for the second quarter of
2008, compared with a year-earlier net loss of US$821,000,000,
or US$1.46 a share.  The Wall Street Journal said Delphi's
second quarter net loss narrowed as smaller charges more than
offset a sharp drop in business from its primary customer
General Motors Corp.

?Given how bad GM's results were, it could have been a lot
worse,? said Kirk Ludtke, an analyst at CRT Capital Group LLC,
according to a report by Bloomberg news.  ?Delphi's European
operations are doing well,? he said.

Delphi said that its gross margin improved to 7.9% in the second
quarter of 2008, compared to 5.8% during the year-ago period due
to improvements in its operational performance and these
factors:

    -- US$149,000,000 decrease in costs in employee termination
       benefits and other exit costs, primarily due to costs
       recorded during 2007 related to the exit of a
       manufacturing facility in Cadiz, Spain;

    -- US$101,000,000 decrease in warranty costs, primarily due
       to a US$91,000,000 increase to warranty reserves recorded
       in the six months ended June 30, 2007, in the Powertrain
       Systems and Electronics and Safety segments related to the
       warranty settlement agreement with GM; and

    -- US$25,000,000 decrease in costs related to incentive
       compensation plans for executives and U.S. salaried
       employees.

According to Delphi, offsetting the increases were an
approximate 28% reduction in production of GM vehicles in North
America, including the negative impact of the work stoppages,
the impact of certain plant closures and divestitures in its
Automotive Holdings Group segment, and recent consumer trends
and market conditions.

               Delphi Mulling Amendments to GM Deal

Delphi said in its Form 10-Q submitted to the Securities and
Exchange Commission that it and GM are are considering potential
amendments to the global settlement and restructuring
agreements, would cause the agreements or certain portions of
the agreements to become effective prior to substantial
consummation of a plan of reorganization.

Those portions include the transfer of certain assets and
liabilities of Delphi's Hourly-Rate Employees Pension Plan to
the GM Hourly-Rate Employees Pension Plan, as set forth in the
U.S. labor union settlement agreements, thereby facilitating
completion of the transfer in an economically efficient manner
prior to September 30, 2008.

             Delphi Sees Decreases in Revenues for 2008

Delphi reported total net sales of US$5,234,000,000 for the
three months ended June 30, 2008, compared with US$6,000,000,000
during the same period last year.

According to Delphi, total sales to GM decreased US$764,000,000
to 28% of total sales, primarily due to decreases in GM North
America volume of 28% and contractual price reductions.

Approximately US$428,000,000 of the GMNA sales decrease is due
to the work stoppages.  Additionally, primarily as a result of
portfolio transformation related to non-core businesses and
recent consumer trends and market conditions, during the three
months ended June 30, 2008, Delphi's GMNA content per vehicle
was US$1,184, 27% lower than the US$1,620 content per vehicle
for the same period in 2007, and GM sales were also decreased by
the impact of certain plant closures and divestitures in
Delphi's AHG segment.

According to Delphi, the decrease to GM sales was offset
slightly due to favorable fluctuations in foreign currency
exchange rates, primarily driven by the Euro, Brazilian Real,
Polish Zloty, Hungarian Forint and Chinese Renminbi as well as
increases in volume of GM sales in international locations.

Delphi said that sales to non-GM customers for the three months
ended June 30, 2008, were flat compared to 2007 but increased to
72% of total sales, primarily due to the decrease in GM sales.

Delphi said that in light of the current economic climate in the
global automotive industry, it anticipates continued operating
challenges due to lower North American production volumes,
related pricing pressures stemming from increasingly competitive
markets, and continued commodity price increases.   As a result,
Delphi expects 2008 revenue will be significantly lower as
compared to 2007, reflecting lower GM revenues, primarily as a
result of lower forecast production volumes in North America as
well as continued divestitures by Delphi of non-core operations,
and flat to moderate growth in sales to other customers.

        Credit Markets Constraints Delaying Ch. 11 Emergence

Delphi said that constraints in the credit markets continue to
impede its ability to obtain financing at reasonable rates and
furthers the delay in our emergence from Chapter 11.  This,
according to Delphi, has made it particularly vulnerable to
changes in the overall economic climate.

Delphi says that it if it is not able to emerge from Chapter 11
prior to Dec. 31, 2008, it would seek to further extend the
term of its US$4,350,000,000 DIP Credit Facility and seek
alternative sources of financing.

                          About Delphi

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ELETROPAULO METROPOLITANA: Books BRL197MM Net Income in 2Q 2008
---------------------------------------------------------------
Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.
released its results of the 2nd quarter 2008.

The consumption by captive clients in Eletropaulo's concession
area rose 2% to 8,351.3 gigawatt-hours, contributing to the
generation of net revenues of BRL1,844.6 million, 1.6% greater
than the revenues for second quarter 2007.

The adjusted EBITDA was BRL520.9 million and net income totaled
BRL197 million, 34.2% and 42% less than in second quarter 2007,
respectively, as a result of the negative Extraordinary Tariff
Reset of -8.43% applied to the tariffs since July 2007, and the
increase of 18.2% in operating expenses during the second
quarter of 2008, strongly impacted by the increases of 31.9% in
non-manageable expenses.

As subsequent event, (i) ANEEL granted to Eletropaulo a positive
Tariff Readjustment of 8.01% effective July 4, 2008, and (ii)
Eletropaulo amended the contract for the Adjustment of
Mathematical Reserves with CESP Foundation for the extension of
the contract due in 2022 until 2028, lengthening the average
term of the debt of the company from 6.4 to 7.8 years.

On Aug. 13, 2008, the Board of Directors approved the
distribution of intermediate dividends based on the accumulated
profits during the first semester of 2008, in the amount of
BRL359.5 million, corresponding to 103.5% of net profits for the
period.  The dividends will be paid on Aug. 28, 2008.

Eletropaulo Metropolitana Eletricidade de Sao Paulo SA --
http://www.eletropaulo.com.br/-- provides electricity to more
than 5 million customers in the Brazilian state of Sao Paulo.
Part of the privatization trend in Brazil, the company is one of
four created by the split of the former state-owned generation,
transmission, and distribution utility.  Brasiliana Energia, a
company jointly held by US independent power producer AES and
Brazilian national development bank BNDES through Brasiliana,
owns approximately 99% of Eletropaulo.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 18, 2008, Standard & Poor's Ratings Services affirmed its
'BB-' global scale ratings on Eletropaulo Metropolitana
Eletricidade de Sao Paulo SA.

TCR-Latin America reported on March 26, 2008, Fitch Ratings
affirms the National Scale rating of Eletropaulo Metropolitana
de Eletricidade de Sao Paulo S.A.'s 9th Issuance of debentures
at 'A (bra)'.  The 9th issuance of debentures has a face value
of BRL250 million due 2018.  Fitch rates Eletropaulo
Metropolitana as:

    -- Local currency Issuer Default Rating 'BB-';
    -- Foreign currency Issuer Default Rating 'BB-';
    -- Senior unsecured notes Due 2010 'BB-'
    -- Debentures: 10th Issuance due 2013 at 'A(bra)'
    -- Debentures: 11th Issuance due 2018 at 'A(bra)'
    -- Syndicated Bank Credit Facility due 2015 at 'A(bra)'
    -- National long-term scale 'A(bra)';

Fitch's outlook is stable for the corporate ratings.


FORD MOTOR: Drop in Demand of V-8 Engines Cues 300 Workers Cut
--------------------------------------------------------------
The Associated Press related that Ford Motor Co. is laying off
300 workers at its Romeo Engine Plant due to a drop in demand
for its V-8 engines.

AP, citing spokeswoman Angie Kozleski, says the personnel
furlough began Monday and will continue indefinitely.  Employees
were informed of the job cut several weeks ago and they will be
offered buyouts, AP indicated.

The plant employs 1,075 people, including 950 hourly
manufacturing workers.  The plant makes Ford's 4.6-liter and
5.4-liter V-8 engines for trucks and large sedans.

Ford, according to AP, saw an 18% decline in its truck and sport
utility vehicle sales in the first seven months of this year as
consumers shifted to smaller vehicles with more fuel-efficient
four-cylinder engines.

                       About Ford Motor Co.

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

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

                              *     *     *

As reported by the Troubled Company Reporter-Latin America on
Aug. 6, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Ford Motor Company and Ford Motor Credit Company LLC to 'B-'
from 'B'.  Fitch said the rating outlook remains negative.  The
downgrade reflects these: (i) the further deterioration in
Ford's U.S. sales as a result of economic conditions, an adverse
product mix and the most recent jump in gas prices; (ii)
portfolio deterioration at Ford Credit and heightened concern
regarding economic access to capital to support financing
requirements; and (iii) escalating commodity costs that will
remain a significant offset to cost reduction efforts.


FORD MOTOR: Unit Cuts Vehicles for Hire, Fears More Losses
----------------------------------------------------------
Ford Motor Co. disclosed that its lending arm is substantially
reducing the number of vehicles it will lease, and expressed
concern that if market conditions continue to deteriorate,
further losses could place Ford Credit's lending plan at further
risk, The Wall Street Journal reports.

WSJ, citing Ford, says that the decline in auction values, along
with the difficult credit market situation, has made leasing
vehicles less economical than in the past.  Ford, according to
WSJ, states that, if the auction values for used vehicles
continue to weaken, there could be increased risk to the lending
arm's funding plan.

The Journal says that the company has traditionally leased many
of its SUVs and crossover vehicles, but a lower percentage of
its pickup trucks.

The decision came a week after Ford officials said that the
percentage of their leased vehicles had dropped from 18% for the
first half of the year to below 13% in July, WSJ points out.

That figure, the company states, is expected to continue
declining below 13%, how long the slide will continue and where
they see it bottoming out.

The report indicates that Ford wrote down US$2.1 billion in
pretax profits as a result of unprofitable leases in the second
quarter.

Ford, like General Motors Corp., Chrysler LLC and Toyota Motor
Corp., is trying to move away from the vehicle lease practice,
WSJ relates.

                       About Ford Motor Co

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

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

                              *     *     *

As reported by the Troubled Company Reporter-Latin America on
Aug. 6, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Ford Motor Company and Ford Motor Credit Company LLC to 'B-'
from 'B'.  Fitch said the rating outlook remains negative.  The
downgrade reflects these: (i) the further deterioration in
Ford's U.S. sales as a result of economic conditions, an adverse
product mix and the most recent jump in gas prices; (ii)
portfolio deterioration at Ford Credit and heightened concern
regarding economic access to capital to support financing
requirements; and (iii) escalating commodity costs that will
remain a significant offset to cost reduction efforts.


GAFISA S.A.: Moody's Assigns Ba2 Local Currency Corporate Rating
----------------------------------------------------------------
Moody's has assigned Ba2 local currency and Aa3.br Brazil
national scale corporate family ratings to Gafisa S.A.  This is
the first time Moody's has assigned a rating to the company.
The rating outlook is stable.

?The ratings reflect Gafisa's strong market share position, its
diversification in terms of product portfolio and geographic
location of operations and strategic land bank location, which
position the company to benefit from expected strong industry
growth stemming from increased availability of mortgages in
Brazil,? said Moody's Vice-President Senior Analyst, Soummo
Mukherjee.  ?Gafisa's strong brand name in the Brazilian
homebuilding sector and long track record of operations since
1954, with one of the highest levels of corporate governance
standards among Brazilian companies, also support the ratings,?
added Mr. Mukherjee.

The Ba2 rating is further supported by the quality of the
information systems, policies and procedures that are applied in
its construction sites and processes.  Gafisa's franchise
strength and experienced management team have enabled the
company to acquire 82% of its land bank through swap agreements,
allowing the company to preserve most of its cash balance for
working capital needs and other uses of cash.  The company's
policy and track record of maintaining a significant liquidity
cushion were also important to the rating.

Gafisa's Ba2 local currency corporate family rating reflects its
global default and loss expectation, while the Aa3.br national
scale rating reflects the standing of Gafisa's credit quality
relative to its domestic peers.

Gafisa's high level of corporate governance standards and
transparency together with conservative accounting practices
makes it one of the best prepared companies in the industry to
face the mandatory conversion of accounting standards to IFRS
(International Financial Reporting Standards) for all Brazilian
corporates by 2010.

The ratings are primarily constrained by Gafisa's focus on the
high rise segment, which pressures working capital and free cash
flow due to the extended construction periods of more than 2
years in this segment.  The ratings are also constrained by the
fragmented and competitive nature of Brazil's homebuilding
industry, which has many companies that were recently
capitalized through recent equity or debt issuances.  Increased
competition for land among the many homebuilders in Brazil could
reduce the high percentage of its land bank that Gafisa has been
able to secure through swaps, thus increasing cash disbursements
for land acquisition and its exposure to potentially volatile
land market value.

Furthermore, the ratings consider the execution risks generated
by Gafisa's strategy of growing in the low-income housing
market, given the company's limited track-record in this segment
and Gafisa's historical focus on higher income customers.
Moody's notes, however, that Gafisa's decision to set up its Fit
and Bairro Novo subsidiaries as virtually separate companies
from Gafisa with separate management and day-to-day operations
recognizes that there are significant differences in the key
success factors in the lower income segment.  Gafisa's ability
to successfully grow revenues in its Fit and Bairro Novo
segments without suffering from lower overall gross margins is a
key factor that Moody's will monitor.

As part of its growth strategy and product and geographic
diversification efforts, in 2006, Gafisa acquired AlphaVille,
the largest high-end urban developer in Brazil targeting the
sale of lots in 23 cities located throughout Brazil.  In 2007,
Gafisa formed a joint venture with Odebrecht -- one of the
largest engineering, procurement, construction and maintenance
companies in Latin America -- and created Bairro Novo, a
homebuilder focused on the construction of housing developments
and small buildings targeting the low income population.  Also
in 2007, Gafisa created FIT, to focus exclusively on the entry-
level and middle-income residential market, with a focus on high
rise construction.

Gafisa's high and relatively stable gross margin, which achieved
about 36% for the last twelve months ending on March 31, 2008,
is supported by its economies of scale, strict cost control
policies, highly qualified and experienced management team, and
high-quality and efficient construction processes.  Moody's
notes that it reclassifies Gafisa's capitalized interest from
its cost of goods sold to interest expense, slightly increasing
the reported gross margin, but also increasing its interest
expense. Gafisa's return on assets, however, of approximately
10% in the last twelve months is relatively weak for its rating
category due to the considerable investments the company made to
support growth, compared to the long cycle of the construction
business, mainly in Gafisa's current market of middle and upper
income high rise buildings.  Gafisa's return on assets is likely
to improve once construction of launched projects is initiated
and revenues are recognized.

Gafisa does not maintain committed credit facilities, similar to
most other Brazilian companies, but has a liquidity policy to
keep at least 20% of its shareholder's equity in the form of
cash and marketable securities on its balance sheet to address
debt maturities and working capital needs.  At the end of
March 31, 2008, the company had BRL713 million in cash and cash
equivalent to address BRL85 million of short-term debt, while
20% of its shareholder's equity of BRL1.57 billion was equal to
BRL315 million.

Additionally, the company currently has around BRL1 billion of
committed availability through the federal Housing Finance
System, which requires commercial banks in Brazil to comply with
minimum lending requirements for mortgages.  These funds are
linked to specific construction projects and collateralized by
receivables.  However, availability of these funds is subject to
construction progress.

Moody's notes, however, that Gafisa, similar to most other
Brazilian homebuilders that are growing rapidly, has high
working capital needs, which amounted to BRL802 million in the
last 12 months ending on March 31, 2008.

The stable outlook reflects Moody's expectation that Gafisa will
maintain its growth and diversification strategy while
maintaining its profitability and leverage near current levels.
The outlook also assumes that Gafisa will maintain its liquidity
policy, even if that requires a period of lower growth.
Finally, the stable outlook considers Moody's expectation that
the increased availability of mortgage financing in Brazil will
continue to drive strong unit sales growth in the sector over
the long term, although a shorter term slow-down could be caused
by the recent trend of higher inflation and monetary tightening.

Gafisa's rating or outlook could come under upward pressure if
the company is successful in its plans to increase its
geographic and product diversification by growing in the low
income segment, while increasing its market share in the overall
Brazilian homebuilding market.  The company would also have to
improve its cash-flow based credit metrics through better
working capital management.  Mortgage availability at an earlier
point in the construction cycle will be an important factor in
Gafisa's ability to reduce its investments in working capital.
Quantitatively, positive pressure could arise from sustainable
positive cash flow from operations, total debt/capitalization
below 40% and interest coverage above six times on a sustainable
basis.

The rating or outlook would likely come under negative pressure
if Gafisa in not able to adjust its debt levels in a scenario in
which mortgage financing availability tightens substantially,
likely caused by a sustained period of tight monetary policy in
Brazil.  Quantitatively, negative pressure could arise if
Gafisa's Debt/Capitalization rises above 50% and FFO (Cash Flow
from Operations before working capital changes) to Debt drops
below 15%.  The rating could also be affected by a drop in gross
margins to below 25% without an expected near term improvement.
Moody's additionally expects that Gafisa will maintain adequate
sources of internal liquidity, with cash and equivalents
sufficient to cover twice the latest quarter's negative cash
flow from operations (a deficit of BRL161 million in the first
quarter of 2008).  All ratios are according to Moody's standard
adjustments.

Moody's assigned these ratings to Gafisa:

   -- Local currency Corporate Family Rating: Ba2
   -- Brazil National Scale Corporate Family Rating: Aa3.br

Headquartered in Sao Paulo, Brazil and founded in 1954, Gafisa
is one of the largest fully integrated homebuilders in the
country ranking second in terms of revenues and volumes, and
also one of the most diversified in terms of product offering to
different income levels and geographies, operating in 20
different states.  With an estimated market share of 6% in
Brazil, Gafisa had net revenues of BRL1.3 billion in the last
twelve months ending on March 31, 2008.


GENERAL MOTORS: Executes Stern Procedures on Health Care Policy
---------------------------------------------------------------
General Motors Corp., in an effort to cut about US$5 billion-a-
year in health-care costs, is cracking down on workers who are
collecting medical benefits for which they aren't eligible, The
Wall Street Journal reports.

The auto maker, according to WSJ, says that 67,000 hourly
workers have until Aug. 20 to voluntarily remove unqualified
dependents from their health policies.  After that, employees
must prove that covered family members are eligible, WSJ adds.

WSJ points out that GM spends US$4.6 billion on health care and
it wants to make sure only the eligible employees are receiving
the health care benefit.

According to WSJ, workers may be forced to reimburse the
company, if GM discovered that it paid for health expenses it
shouldn't have.  A GM spokesperson said that GM has audited its
health-care rolls before, but the new effort is more extensive
than in years past, WSJ indicates.

WSJ, citing Paul Fronstin, director of health research and
educational programs for the Employee Benefit Research Institute
in Washington, D.C., says health plan audits like the one GM is
conducting are becoming increasingly common as employers look to
offset soaring medical expenses.

Trimming ineligible dependents from health plans can reduce
medical costs by 2% to 5%, WSJ says according HRAdvance, a
Dallas human-resources company that conducts audits for
employers.

GM last year spent US$1.3 billion on health-care benefits for
active hourly and salaried workers, WSJ adds.

                      About General Motors

Headquartered 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.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

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

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

                           *     *     *

As disclosed in the Troubled Company Reporter-Latin America on
Aug. 4, 2008, Standard & Poor's Ratings Services 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 affirms the ratings on
Chrysler and DCFS and remove them from CreditWatch.

As related in the Troubled Company Reporter-Latin America on
June 6, 2008, Standard & Poor's Ratings Services said that its
ratings on General Motors Corp. (B/Negative/B-3) are not
immediately affected by the company's announcement that it will
cease production at four North American truck plants over the
next two years.  These closures are in response to the re-
energized shift in consumer demand away from light trucks.  GM
previously said only one shift was being eliminated at each of
the four truck plants.  Production is being increased at plants
producing small and midsize cars, but the cash contribution
margin from these smaller vehicles is far less than that of
light trucks.


GERDAU SA: Zacks Investment Keeps Buy Recommendation on Firm
------------------------------------------------------------
Zacks Investment Research is keeping its ?buy? recommendation on
Gerdau S.A.

Gerdau has been posting good results, and the second quarter
2008 results were excellent.  Moreover, high steel prices, the
continued high demand for steel in China, the good economic
environment in Brazil, and the company's continued acquisitions
of smaller steel producers creates a positive environment for
Gerdau.

However, the international economic environment for commodity
stocks is deteriorating due to high inflation and interest rates
throughout the world and a possible recession in the U.S.
Nevertheless Zacks Investment still has a positive outlook for
Gerdau, mainly considering its attractive valuation.

Gerdau's continued investments in different companies should
generate huge revenues and earnings growth in the following
years.  Demand for commodities in general and steel in
particular is usually influenced by worldwide economic activity
and infrastructure investments.  According to the International
Iron & Steel Institute, world steel demand in 2008 will continue
to grow around 6% to 7%.  Additionally, a 100% stock split took
place on May 30, which capitalized BRL1.7 billion reserves.

Gerdau has been expanding internationally in order to reach new
markets.  During the second quarter of 2008, Gerdau closed an
acquisition of MacSteel, steel operation of Quanex Corporation
for US$1.5 billion plus the assumption of debt and certain
liabilities of approximately US$200 million.

Headquartered in Porto Alegre, Brazil, Gerdau S.A. --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay, India and the
United States.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.


MARFRIG FRIGORIFICOS: Net Income Up 152% to BRL66MM in 2nd Qtr.
---------------------------------------------------------------
Marfrig Frigorificos e Comercio de Alimentos S.A. reported its
results for the second quarter of 2008.

     Highlights of the Period

   -- Gross revenue of BRL1,324.4 million, up 50.2% in relation
      to second quarter 2007 (BRL881.9 million) and 12.1% from
      first quarter 2008 (BRL1,181 million).

   -- Net revenue of BRL1,217.1 million, growing 56.9% on second
      quarter 2007 (BRL775.9 million) and 14.1% on the previous
      quarter (BRL1,067.1 million).

   -- Gross profit of BRL246.5 million (gross margin of 20.3%),
      increasing 56% on second quarter 2007 (BRL158 million and
      margin of 20.4%) and 14.5% on first quarter 2008
      (BRL215.2 million and margin of 20.2%), due to the increase
      in the share of higher value-added processed products in
      its sales mix to 17.2%, from shares of 9.1% in second
      quarter 2007 and 17.2% in first quarter 2008.

   -- Operating expenses (selling, general and administrative)
      were BRL122.1 million, increasing 61.4% and 18.1% against
      second quarter 2007 (BRL75.7 million) and first quarter
      2008 (BRL103.4 million), respectively. Operating expenses
      as a percentage of net revenue stood at 10% in second
      quarter 2008, versus 9.7% in first quarter 2008 and 9.8% in
      second quarter 2007.

   -- EBITDA of BRL138.8 million, increasing by 49.1% from
      BRL93.2 million in second quarter 2007 and by 9.1% in
      relation to the BRL127.3 million in first quarter 2008.
      EBITDA margin of 11.4%, compared with 12% in second quarter
      2007 and 11.9% in first quarter 2008.

   -- Net income of BRL66.4 million, increasing by 152% from the
      pro-forma figure (excluding IPO expenses) of
      BRL26.4 million in second quarter 2007 (+788% over the
      taxable income of BRL7.5 million) and by 25.5% over the
      proforma net income (excluding non-recurring hedging
      expenses) of BRL52.9 million in first quarter 2008 (+165%
      on the taxable income of BRL25.1 million).

Headquartered in Sao Paulo, Brazil, Marfrig Frigorificos e
Comercio de Alimentos S.A. (Bovespa's Novo Mercado: MRFG3) --
http://www.marfrig.com.br/ir-- is one of the largest beef
processing companies in Brazil.  With processing plants in
Brazil, Argentina, Uruguay and Chile, Marfrig processes,
prepares packages and delivers fresh, chilled and processed beef
products to customers in Brazil and abroad, with approximately
50% of its sales derived from exports.  Along with its beef
products, the company also delivers additional food products
that it imports or acquires in the local market.

                          *     *      *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, Moody's Investors Service placed Marfrig
Frigorificos e Comercio de Alimentos S.A.'s B1 ratings on review
for possible downgrade, following the company's announcement
that it has signed a definitive agreement to acquire OSI Group's
businesses in Brazil and in several European countries for a
total initial consideration of US$680 million (approximately
BRL1.1 billion).


SHARPER IMAGE: Settles US$3.8 Mil. Claim Against Quebecor World
---------------------------------------------------------------
Quebecor World (USA) Inc., and TSIC, Inc., formerly Sharper
Image Corporation, are parties to an amended and restated
printing agreement, dated Jan. 5, 2007.

Under the Printing Agreement, QWUSA asserts a US$3,800,000 claim
against TSIC on account of certain printing services it provided
to TSIC.  QWUSA argues that its Claim is secured by a valid,
binding, enforceable and duly perfected lien on, and security
interest in certain paper that is currently in its possession.

TSIC disputes that QWUSA's Lien is valid, perfected and
enforceable and asserts that the QWUSA Lien may be a voidable
transfer under the Bankruptcy Code and that TSIC has a priority
security interest in the Paper.

TSIC wishes to sell the Paper to a third-party for a purchase
price of US$460,000 and has requested QWUSA's consent to the
Sale of the Paper free and clear of any liens, claims,
encumbrances.

To effectuate the Sale of the Paper in an expeditious manner and
resolve the disputes relating to the Parties' rights, claims and
interests in the Paper on a consensual basis, the Parties have
agreed to divide the proceeds of the Sale.

The parties agreed that:

    (a) QWUSA will consent to the Sale of the Paper by TSIC free
        and clear of any liens, claims, encumbrances or other
        rights to or claims against the Paper that QWUSA asserts
        now or may assert in the future;

    (b) upon consummation of the Sale of the Paper, the gross
        Proceeds of the Sale will be divided between the Parties,
        with QWUSA to receive 80% of the gross Proceeds and TSIC
        to receive 20% of the gross Proceeds;

    (c) upon consummation of the Sale of the Paper and QWUSA's
        receipt of QWUSA's Share, QWUSA will satisfy a brokerage
        commission of 3% of the Purchase Price totaling US$13,802
        due to Go2Paper, the auctioneer used by TSIC in
        connection with the Sale, with the Commission payable
        from QWUSA's Share;

    (e) QWUSA agrees not to charge any fee to either TSIC or the
        Third-Party Purchaser for QWUSA's handling of the Paper;
        and

    (d) the amount of the QWUSA Claim will be reduced by the
        amount of QWUSA's Share net payment of the Commission.

QWUSA, accordingly, asks the U.S. Bankruptcy Court for the
Southern District of New York to approve the stipulation.

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                         About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed
in the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  As of
June 30, 2008, the Debtor listed US$52,962,174 in total assets
and US$39,302,455 in total debts.

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


TAM SA: Initiates Regular Flights on Sao Paulo-Bariloche Route
--------------------------------------------------------------
TAM is launching its operating regular flights between Sao Paulo
and Bariloche, Argentina, beginning Aug. 14.  The service will
provide continuity to the exploratory flights begun July 3.
Customers will be able to fly to Bariloche any time of the year,
selecting the most convenient date for a trip.

Flights will depart Guarulhos International Airport in Sao Paulo
Thursdays and Sundays, landing at San Carlos de Bariloche
International Airport at Teniente Luis Candelaria.  In the
opposite direction, flights will be leaving Mondays and Fridays.
Flights will be operated by the Airbus A320 aircraft, which can
carry up to 174 passengers.

TAM is the only airline to operate regular direct flights
between Sao Paulo and Bariloche.  The company offers holiday
packages to Bariloche through TAM's operating partners, as well
as TAM Viagens, the tourism unit of TAM Linhas Aereas.  Complete
infrastructure for cargo transport is available through TAM
Cargo.

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.


UAL CORP: ALPA Wants to Oust CEO Glenn Tilton, Launches Website
---------------------------------------------------------------
The United Chapter of the Air Line Pilots Association called for
the resignation of Glenn Tilton as CEO of United Airlines and
stressed the need for new leadership and direction at the helm
of the air carrier.  According to ALPA, United Airlines ranks at
the bottom of nearly every performance and customer satisfaction
category, and its financial performance is steadily
deteriorating.

The United Chapter of ALPA has launched a Web site --
http://www.GlennTilton.com/-- for the campaign.

?Under [Mr.] Tilton's tenure, United has gone from being the
finest airline in the world, with the best route structure and
safety record, to a shell of its former self,? Captain Steve
Wallach, chairman of the United Master Executive Council, said.
?He has had every opportunity to turn this company around, and
tap the abilities of its first-class employees, but instead he
has run it into the ground.  We believe that with the intense
challenges facing our industry, United Airlines will not be able
to thrive as long as Glenn Tilton, with his proven record of
incompetence, continues as CEO.  It is time for [Mr.] Tilton to
go.?

ALPA stated that with Mr. Tilton in charge, United Airlines has
gone from being the world's preeminent airline to the bottom of
nearly all performance and customer satisfaction categories:

   -- In performance, United ranks 18th of 19 for on-time
      arrivals; 17th of 19 in customer complaints and tenth of 19
      for misplaced baggage, according to the latest Department
      of Transportation data.

   -- In customers' willingness to pay for the product, despite
      capacity reductions, load factors in the first 6 months of
      2008 are down 2.6%, compared with a similar period in 2007.

   -- In stock performance, UAUA is down 73% since United  exited
      bankruptcy on Feb. 1, 2006.

   -- In profitability, United has lost more money in 2008 than
      it has made since exiting bankruptcy.

   -- In overall reputation, United is rated ?below the rest? and
      tied for last place on the latest J.D. Powers satisfaction
      study.

   -- A recent ?Employee Climate Survey? conducted by United
      revealed that only 38% of United employees take pride in
      United, down 15%age points from 2006.  Average Fortune 500
      companies find that 84% of their employees express pride
      in the company for which they work. Sixty-two% of
      United's employees are not proud of their company, 70%
      are dissatisfied with their jobs, 73% are looking for new
      jobs and 77% do not think United is a great place to
      work.

?This is not a personal attack on Mr. Tilton,? Captain Wallach
said.  ?These dismal numbers speak for themselves.  They are a
reflection of his inability to lead, his incompetence as a
manager and his failure in virtually every category that can be
measured. We have tried every conceivable way to convince him to
invest in, and maximize the goodwill of, his employees.  He has
failed miserably.?

?We continue to believe that United can restore its place among
the leaders in the airline industry, and we continue to urge all
United pilots to work to bring about that goal,? Captain Wallach
said.  ?But time is running out. United faces tremendous
challenges.  The first step must be a change in leadership and
direction.  It is time for Glenn Tilton to go.?

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 30, 2008, Standard & Poor's Ratings Services lowered its
ratings on UAL Corp. and subsidiary United Air Lines Inc. (both
rated B- /Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B-' from 'B', and
removed the ratings from CreditWatch, where they had been placed
with negative implications May 22, 2008, as part of an
industrywide review.  The outlook is negative.



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

APACHE AUSTRIA: Filing for Proofs of Claim Is Until Aug. 18
-----------------------------------------------------------
Apache Austria Investment II LDC's creditors have until
Aug. 18, 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.

Apache Austria's shareholders agreed on July 23, 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:

                Avril G. Brophy
                Telephone: 949-5122
                Fax: 949-7920


ASILOMAR LTD: Deadline for Proofs of Claim Filing Is Aug. 18
------------------------------------------------------------
Asilomar Ltd.'s creditors have until Aug. 18, 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.

Asilomar's shareholder decided on July 9, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Mark G. Wels
                c/o 1631 South Sinclair Street
                Anaheim, California 92806
                USA


CABLE & WIRELESS: Will Invest Over US$400 Million in Caribbean
--------------------------------------------------------------
Various reports say that Cable & Wireless Plc said it will
invest over US$400 million in telecommunications development
over the next three years to strengthen its position in the
Caribbean.

Cable & Wireless is accelerating plans to merge its 13 units
across the region into a one regional entity, reports say,
citing the Chief Executive Officer of Cable & Wireless'
Caribbean unit, Richard Dodd.  According to the reports, Mr.
Dodd assured that the consolidation of the units into a single
firm is progressing well and several critical appointments have
been made at the ?senior level? of the organization.

Cable & Wireless Caribbean would pursue new avenues for growth
and development, the reports quoted Mr. Dodd as saying.  The
reports state that Mr. Dodd said, ?We have heard from our
customers, employees and other key stakeholders that we need to
do several things differently and we have taken note.  So as we
progress with our transformation program, our customers can
expect to see greater tangible benefits from doing business with
us.?

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries, with principal
operations in the Caribbean, Panama, Macau, Monaco and the
Channel Islands.  The Europe, Asia & U.S. business unit provides
enterprise and carrier solutions to the largest users of
telecoms services across the U.K., U.S., continental Europe and
Asia -- and wholesale broadband services in the U.K.  The
company also has operations in India, China, the Cayman Islands
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on
May 26, 2008, Standard & Poor's Ratings Services revised its
outlook on Cable & Wireless PLC to developing from stable.  The
developing outlook means ratings can be raised, lowered, or
affirmed.  The 'BB-' long-term and 'B' short-term corporate
credit ratings remain unchanged.


COPPER ARCH: Will Hold Final Shareholders Meeting on Aug. 18
------------------------------------------------------------
Copper Arch Fund Offshore Portfolio Ltd. will hold its final
shareholders meeting on Aug. 18, 2008, at 9:00 a.m., at the
offices of Close Brothers (Cayman) Limited, 4th Floor Harbour
Place, George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

    1) accounting of the wind-up process, and

    2) authorizing the liquidators of the company to retain the
       records of the company for a period of six years from the
       dissolution of the company, after which they may be
       destroyed.

Copper Arch's shareholder decided on June 27, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 John Sutlic and Warren Keens
                 c/o Close Brothers (Cayman) Limited
                 Fourth Floor, Harbour Place
                 P.O. Box 1034
                 Grand Cayman, Cayman Islands

Contact for inquiries:

                 Kim Charaman
                 Telephone: (345)949-8455
                 Fax: (345)949-8499


COPPER ARCH FUND: Sets Final Shareholders Meeting for Aug. 18
-------------------------------------------------------------
Copper Arch Fund Offshore Ltd. will hold its final shareholders
meeting on Aug. 18, 2008, at 9:00 a.m., at the offices of Close
Brothers (Cayman) Limited, 4th Floor Harbour Place, George Town,
Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

    1) accounting of the wind-up process, and

    2) authorizing the liquidators of the company to retain the
       records of the company for a period of six years from the
       dissolution of the company, after which they may be
       destroyed.

Copper Arch's shareholder decided on June 27, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 John Sutlic and Warren Keens
                 c/o Close Brothers (Cayman) Limited
                 Fourth Floor, Harbour Place
                 P.O. Box 1034
                 Grand Cayman, Cayman Islands

Contact for inquiries:

                 Kim Charaman
                 Telephone: (345)949-8455
                 Fax: (345)949-8499


GRANDWAY CRYSTAL: Proofs of Claim Filing Is Until Aug. 18
---------------------------------------------------------
Grandway Crystal Fund Ltd.'s creditors have until Aug. 18, 2008,
to prove their claims to Vijayabalan Murugesu, 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.

Grandway Crystal's shareholder decided on July 23, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                Vijayabalan Murugesu
                c/o Ogier
                Queensgate House
                South Church Street
                P.O. Box 1234
                Grand Cayman, Cayman Islands

Contact for inquiries:

               Jonathan Bernstein
               Telephone: (345)949-9876
               Fax: (345)949-1986


LUSIADAS LIMITED: Proofs of Claim Filing Deadline is Aug. 17
------------------------------------------------------------
Lusiadas Limited's creditors have until Aug. 17, 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.

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

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Telephone: (345)914-6314


NIKITSKY RUSSIA\CIS: Sets Final Shareholders Meeting on Aug. 18
---------------------------------------------------------------
Nikitsky Russia\CIS Opportunities Fund Ltd. will hold its final
shareholders meeting on Aug. 18, 2008, at 10:00 a.m., at the
offices of its liquidator, Avalon Management Limited, 3rd Floor,
Zephyr House, 122 Mary Street, George Town, Grand Cayman, Cayman
Islands.

These matters will be taken up during the meeting:

    1) accounting of the wind-up process, and

    2) authorizing the liquidators of the company to retain the
       records of the company for a period of five years from the
       dissolution of the company, after which they may be
       destroyed.

Nikitsky Russia\CIS' shareholder decided on June 18 , 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Avalon Management Limited
                 Attn: Gregory Link
                 3rd Floor, Zephyr House, 122 Mary Street
                 P.O. Box 715
                 Grand Cayman, Cayman Islands
                 Telephone: (+1)345-946-4422
                 Fax: (+1)345-769-9351



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

EMBOTELLADORA ANDINA: S&P's Stable Outlook Shows Good Cash Flow
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Chilean Coca-Cola
bottler Embotelladora Andina S.A. reflect the company's strong
market position as the largest soft-drink producer in Chile, its
conservative debt profile, its adequate profitability, and sound
cash-flow protection measures relative to its debt.  The ratings
also reflect the company's importance to KO, the benefits
received from the Coca-Cola brand's dominant market share in the
region, and its important position as a soft-drink bottler in
Brazil and Argentina.  These factors are balanced by the
company's exposure to the volatile Argentine and Brazilian
markets (compared with Chile), and high competition in all
territories.

The significantly higher margins of its more stable and mature
Chilean operations have allowed Embotelladora Andina to offset
the increased exposure to the Brazilian market, which presents
attractive growth prospects but entails higher volatility.  The
company's leading position in the Chilean market, in addition to
its positive net cash financial position, provides important
credit protection against potential volatility in foreign
markets.  Moreover, KO's 11% indirect ownership of the company
supports Embotelladora Andina's competitive position in the
region.

In 2007 and the first half of 2008, the company continued to
strengthen its gross cash-flow protection measures as a result
of the growth in EBITDA generation.  This was due to increases
in volumes (given relatively positive consumption fundamentals
and the launch of new products such as Coca Cola Zero and
juices), increases in real prices, and the impact of the
appreciation of the Brazilian real and Chilean peso.  As a
consequence, in the 12 months ended June 2008, Embotelladora
Andina's consolidated EBITDA interest coverage ratio reached 7.4
(including losses related to forwards, and compared with 8.1 in
fiscal 2006), while funds from operations covered 173.1% of
gross debt, compared with 100.6% in fiscal 2006.  However, gross
debt credit measures are not as relevant because the company's
strong liquidity position exceeds its debt.  Despite the
increased cost of the concentrate syrup for the Chilean
operations from 2008, S&P expects the company to maintain
healthy cash generation, as a result of relatively favorable
fundamentals in the region.

With consolidated sales of US$1.28 billion and total sales
volume of almost 441 million units in fiscal 2007.  Coca-Cola
soft-drink products account for about 92% of volume sales, with
the remainder largely composed of mineral water, juices, beer,
and packaging supplied by Embotelladora Andina's subsidiaries.

                            Liquidity

Embotelladora Andina's liquidity position is sound because of
its strong cash position, a well-structured debt maturity
profile, and strong cash generation.  As of June 2008, despite
the relatively high dividend levels, the company's cash and
investment position amounted to about US$196 million, exceeding
its total financial debt of US$161 million.  Its investments
comprise high-quality and very liquid financial instruments
registered as current assets.

                              Outlook

The outlook is stable.  S&P assumes that the Chilean operations
will remain an important cash-flow contributor, dividend
payments will remain commensurate to the company's free cash
flow, and incremental acquisitions during the short term -- if
pursued -- will occur at a moderate pace.  The current scale of
operations and exposure to volatile economies somewhat limit a
rating upside.  The ratings could come under pressure if there
is a major shift in the company's financial policy or if
business fundamentals in the region deteriorate substantially.

Headquartered in Santiago, Chile, Embotelladora Andina SA --
http://www.koandina.com/-- engages in the production and
distribution of Coca-Cola soft drinks in Chile, Brazil, and
Argentina.


EMPRESA NACIONAL: S&P's Stable Outlook Reflects Good Liquidity
--------------------------------------------------------------
Standard & Poor's Rating Services' ratings on Empresa Nacional
de Telecomunicaciones S.A. reflect its good competitive position
as a leading, integrated telecommunications provider in Chile,
its efficient operations, and its moderate debt levels.  These
factors are partially offset by historically strong competition
in all segments.  In addition, the company's cash-flow
generation is still concentrated in and dependent on the
domestic Chilean market; however, it is one of the most stable
markets in the region.  Finally, the cash needs and financial
policy of its parent company, Almendral S.A. (not rated),
influence the ratings on Empresa Nacional.

Empresa Nacional is a leading telecommunications company in
Chile and is one of the two largest mobile providers in the
country, with about 40% market share and almost 5.8 million
subscribers as of June 2008.  The mobile business is the
company's most important revenue contributor, representing about
79% of total revenues and 82% of consolidated EBITDA during the
first half of 2008.  S&P expects competition in this segment to
remain intense among the existing and potential virtual
operators.  Nevertheless, the company is well positioned to deal
with the competition, given its strong brand recognition and the
high quality and coverage of its nationwide network.  In
addition, Empresa Nacional is one of the largest long-distance
providers in Chile, with about 40% of data-transmission
services.  It provides local telephony and Internet access
mainly to businesses and corporate customers.

In the 12 months ended June 2008, positive fundamentals in the
mobile segment, resulting from the additional growth in Empresa
Nacional's client base (of about 3.9% between the end of
December 2007 and June 2008) and the increased penetration of
value-added services, continued to influence its EBITDA
generation.  Thus, in the first half of 2008 the company's
consolidated EBITDA increased by 8% compared with the equal
period of 2007.  S&P expects cash generation to remain sound
because of additional growth in the mobile market, through
increased penetration of value-added services and growth in the
client base and higher coverage in the enterprise segment.
However, growth rates in the mobile client base have
decelerated, given the industry's maturity in the country.  The
above-mentioned positive factors should help mitigate the
expected decline in mobile access charges coming from the future
quinquennial revision of telecommunication tariffs in 2009, in
addition to the potential entry of virtual operators.

The improvement in EBITDA and cash generation and lower interest
expenses allowed Empresa Nacional to exhibit sound financial
measures.  For the 12 months ended June 2008, EBITDA interest
coverage and funds from operations-to-debt ratios amounted to
24.1 and 113.2%, respectively, compared with 11.5 and 70.5% in
fiscal 2006.  In addition, the company's debt-to-EBITDA ratio
amounted to 0.9 in the 12 months ended June 2008, compared with
1.4 in 2006.  Even including Almendral's debt, the debt-to-
EBITDA ratio remains adequate at an estimated 1.1.  Its
sustainable cash generation should allow it to face still-high
capital expenditure requirements (an average of about
US$400 million per year between 2008 and 2009) and current
dividend levels up to 80% payout.

                              Liquidity

Empresa Nacional has an adequate liquidity position, given its
sound cash generation and satisfactory maturity schedule (its
US$600 million bank loan starts amortizing in 2012).  As of
June 30, 2008, the company had about US$21 million in cash and
short-term investments, compared with short-term debt of
US$55 million.  In addition, the company enjoys good access to
the domestic financial market.  It has hedges on almost all of
its net debt in dollars, mitigating foreign-currency mismatch
risks significantly.  The company also has hedges to mitigate
interest rate volatility (roughly 50% of total debt).

                               Outlook

The stable outlook reflects S&P's expectations that Empresa
Nacional will maintain a solid financial profile based on its
sound cash generation from the mobile business.  This factor
should compensate for the high competition and relatively high
capital expenditures and dividend levels.  S&P assumes that any
potential acquisition -- if pursued -- would not imply an
unexpected and significant deterioration of the company's
financial profile.  The stable outlook also incorporates a
moderate financial policy for its parent, Almendral.

Headquartered in Santiago, Chile, Empresa Nacional de
Telecomunicaciones S.A. (aka Entel) -- http://www.entel.cl--
offers products for both personal and commercial
telecommunication use.  As of Dec. 31, 2007, its major direct
subsidiaries included Entel Telefonia Personal S.A., Entel
Inversiones S.A., Entel Servicios Telefonicos, Entel Call
Center, Entel Telefonica Local, Micarrier Telecomunicaciones
S.A., Satel Telecomunicaciones S.A. and Entel Internacional
B.V.I. Corp.  Almendral S.A., a group of well-known and wealthy
local Chilean investors, owns the majority stake in the company
(54.76%).



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

QUEBECOR WORLD: Seeks Nod on US$100M Local Insight Printing Deal
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to enter into and perform the obligations under a
master agreement for printing services between the Debtor
Quebecor World (USA) Inc., and Local Insight Media Holdings,
Inc.

QWUSA prints directories for Local Insight under three
contracts; two of which are due to expire in the last quarter of
2008, and the third of which is set to expire at the end of
2011.

Because of the pending expiration of two of the contracts, and
because the parties were also interested in expanding their
business relationship, the parties decided to negotiate the
terms of a new, long-term relationship that would supersede the
existing contracts.  Thus, the parties entered into the master
agreement for printing services.

The Debtors' counsel, Michael J. Canning, Esq., at Arnold &
Porter LLP, in New York, said sales volume of the Printing
Agreement over the course of its term is estimated at
approximately US$100,000,000.

The Printing Agreement expands and extends a critically
important relationship with Local Insight, and  will provide
QWUSA with substantial revenue and earnings, Mr. Canning told
the Court.  He adds that the Printing Agreement contains terms,
which are fair and reasonable in the industry.  He further tells
the Court that the Printing Agreement provides for QWUSA to
undertake new work for Local Insight that is not being produced
under the present contracts.

The terms of the Printing Agreement are confidential; however,
Mr. Manning said the Debtors will make it available on a
confidential basis to the Official Committee of Unsecured
Creditors, the Ad-Hoc Group of Noteholders, and the
Administrative Agent for the Debtors' Prepetition Lenders, and
the Court.

?We are pleased to expand the scope of our printing relationship
with Quebecor World,? said Scott Pomeroy, President and CEO of
Local Insight Media.  ?In addition to meeting our growing need
for high-quality printed directories across a geographically
diverse footprint, this agreement will enable us to realize
significant operational efficiencies and enhance our
competitiveness.?

?Local Insight Media is an innovative directory publisher with a
broad geographic footprint that demands multi-plant
manufacturing and places a high premium on cycle time,? said
Jacques Mallette, President and CEO Quebecor World Inc.  ?At
Quebecor World, we are pleased to commit to meeting Local
Insight Media's needs and supporting their growth in all their
markets for many years to come.?

Kevin J. Clarke, President of the Quebecor World Publishing
Services Group commented, ?Local Insight Media and Quebecor
World share a history of success, beginning with our
relationship with their CBD Media directories business.  We are
delighted that they have chosen to significantly grow their
business with us.  We are committed to continuing to deliver
superior products and service to Local Insight Media in the
years ahead.?

                      About Local Insight Media

Local Insight Media Holdings, Inc. --
http://www.localinsightmedia.com/-- provides lead-generating
directory and local search solutions for 370,000 businesses in
the U.S. and the Caribbean.  Through its operating subsidiaries
and affiliated companies, Local Insight Media owns and operates
seven yellow pages and local search companies, including The
Berry Company LLC, which it acquired in April 2008.  Now the
fifth largest directory publisher in the United States, Local
Insight Media provides print and online directories in 42
states, Puerto Rico and the Dominican Republic, generating more
than US$700 million in pro forma annual revenue.  It is also the
largest provider of outsourced directory services to incumbent
telephone companies in the United States.

Local Insight Media is a portfolio company of Welsh, Carson,
Anderson & Stowe (WCAS), which is one of the largest and most
successful private equity investment firms in the United States.
Since its founding in 1979, WCAS has organized 14 limited
partnerships with total capital of over US$16 billion.

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Wants to Engage Watson Wyatt as Actuary
-------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to employ Watson Wyatt & Company, nunc pro tunc to
Aug. 1, 2008, to provide actuarial and other consulting services
for their pension and health and welfare plans, and human
resources consulting services.

Before the bankruptcy filing, Watson Wyatt, through its
affiliate Watson Wyatt Canada, ULC, was engaged by the Debtors.
Watson Wyatt has continued to provide postpetition services to
the Debtors as an ordinary course professional.  Recently,
Watson Wyatt has exceeded the US$50,000 OCP Limit, and
anticipates that it will also  exceed the OCP Limit for July
2008.  Watson Wyatt further expects that it will exceed the
aggregate OCP Limit of US$500,000 over the course of the
Debtors' Chapter 11 cases.

Accordingly, the Debtors now seek to employ Watson & Wyatt as a
retained professional in their Chapter 11 Cases pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code.

As Pension and Benefits Consultants, Watson Wyatt will provide
consulting services needed in connection with:

    (a) ongoing group and healthcare consulting support;
    (b) FAS 106 valuation consulting;
    (c) post-retirement benefit consulting;
    (d) SERP and restoration plan consulting;
    (e) FAS 87 valuation consulting; and
    (d) non-trust retirement consulting.

The Debtors will pay Watson Wyatt according to its customary
hourly rates are:

    Professional                                Hourly Rate
    ------------                                -----------
    Account Management/Senior Consultant      US$500 - US$625
    Consultant                                US$320 - US$500
    Analyst and Senior Analyst                US$195 - US$320
    Support Personnel                         US$140 - US$195

The Debtors will also reimburse Watson Wyatt for expenses
incurred in connection with providing professional services to
the Debtors.

David D. Burke, a retirement practice director at Watson Wyatt,
assures the Court that his firm is a ?disinterested person?, as
that term is defined in Section 101(14), as modified by Section
1107(b).

Mr. Burke disclosed that Watson Wyatt incurred US$450,000 in
fees in connection with prepetition services it provided to the
Debtors.  He adds that Watson Wyatt received US$81,500 from the
Debtors in the ordinary course of business during the 90-day
period before the Petition Date.  Watson Wyatt agreed that if
its retention is approved, it will waive all of its prepetition
claims totaling US$310,000.

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Resolves Sharper Image's US$3.8 Million Claim
-------------------------------------------------------------
Quebecor World (USA) Inc., and TSIC, Inc., formerly Sharper
Image Corporation, are parties to an amended and restated
printing agreement, dated Jan. 5, 2007.

Under the Printing Agreement, QWUSA asserts a US$3,800,000 claim
against TSIC on account of certain printing services it provided
to TSIC.  QWUSA argues that its Claim is secured by a valid,
binding, enforceable and duly perfected lien on, and security
interest in certain paper that is currently in its possession.

TSIC disputes that QWUSA's Lien is valid, perfected and
enforceable and asserts that the QWUSA Lien may be a voidable
transfer under the Bankruptcy Code and that TSIC has a priority
security interest in the Paper.

TSIC wishes to sell the Paper to a third-party for a purchase
price of US$460,000 and has requested QWUSA's consent to the
Sale of the Paper free and clear of any liens, claims,
encumbrances.

To effectuate the Sale of the Paper in an expeditious manner and
resolve the disputes relating to the Parties' rights, claims and
interests in the Paper on a consensual basis, the Parties have
agreed to divide the proceeds of the Sale.

The parties agreed that:

    (a) QWUSA will consent to the Sale of the Paper by TSIC free
        and clear of any liens, claims, encumbrances or other
        rights to or claims against the Paper that QWUSA asserts
        now or may assert in the future;

    (b) upon consummation of the Sale of the Paper, the gross
        Proceeds of the Sale will be divided between the Parties,
        with QWUSA to receive 80% of the gross Proceeds and TSIC
        to receive 20% of the gross Proceeds;

    (c) upon consummation of the Sale of the Paper and QWUSA's
        receipt of QWUSA's Share, QWUSA will satisfy a brokerage
        commission of 3% of the Purchase Price totaling US$13,802
        due to Go2Paper, the auctioneer used by TSIC in
        connection with the Sale, with the Commission payable
        from QWUSA's Share;

    (e) QWUSA agrees not to charge any fee to either TSIC or the
        Third-Party Purchaser for QWUSA's handling of the Paper;
        and

    (d) the amount of the QWUSA Claim will be reduced by the
        amount of QWUSA's Share net payment of the Commission.

QWUSA, accordingly, asked the U.S. Bankruptcy Court for the
Southern District of New York  to approve the stipulation.

                     About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed
in the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  As of
June 30, 2008, the Debtor listed US$52,962,174 in total assets
and US$39,302,455 in total debts.

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

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: To Sell Ontario Lot to Broccolini for C$3.35MM
--------------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World Inc., and its affiliates' reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, reported that
QWI intends to sell a parcel of real property located at 975
Gladstone Avenue, in Ottawa, Ontario, to Broccolini Construction
(Ontario), Inc., for C$3,350,000.

The Applicants have sought and obtained the Canadian Court's
permission to sell the property.

According to E&Y, there is extensive underground environmental
contamination as well as interior asbestos insulation at the
Ottawa Property.  The underground contamination is currently
encroaching upon an adjoining public property with an unknown
extent of off-site contamination.  Partial demolition is
required to remediate the building.  Presently, the Applicants
spend C$50,000 annually on a program that monitors and prevents
further migration of the contamination.

QWI has marketed the Ottawa Property for sale through a real
estate broker, Colliers Macaulay Nicolls (Ontario) Inc., since
January 2005.  During the sale and marketing process, QWI
received offers from different parties but none of the proposed
sales closed given the environmental contamination of the Ottawa
Property and the difficulty encountered by potential purchasers
in obtaining financing.  In December 2007, Broccolini presented
QWI with an offer to purchase the Ottawa Property.  After
extensive negotiations, the parties entered into a purchase and
sale agreement on Feb. 22, 2008, which was subsequently
amended on April 22, 2008, and July 9, 2008.

A full-text copy of the Broccolini Sale Agreement is available
for free at http://ResearchArchives.com/t/s?303f

The major terms and conditions of the Ottawa Sale Agreement are:

    (a) QWI and Broccolini initially agreed to a purchase price
        of C$3,500,000 with QWI retaining liability for any off
        site environmental contamination.  Following further
        negotiations, Broccolini subsequently agreed to assume
        all environmental liabilities in consideration for a
        C$150,000 reduction in the purchase price.

    (b) QWI contemplated to pay a C$100,000 breakage fee to
        Broccolini in the event that a Court approval and vesting
        order is not obtained.

    (c) The Ottawa Property is being sold on an "as is, where is"
        basis.

    (d) The sale will close on Aug. 18, 2008.

QWI estimates that its closing costs, including legal and broker
fees, will total approximately C$200,000.

E&Y said the the sale will allow QWI to divest of a non-core and
redundant asset and mitigate the Applicants' exposure to the
environmental liabilities associated with the Ottawa Property.

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Trade Creditors Sell 32 Claims Worth US$17.5 Mln
----------------------------------------------------------------
In July 2008, the Clerk of the U.S. Bankruptcy Court for the
Southern District of New York recorded 32 claim transfers
totaling US$17,476,366 in the bankruptcy case of Quebecor World
Inc. and its debtor-affiliates:

    (a) Sierra Liquidity Fund, LLC

        Transferor                               Claim Amount
        ----------                               ------------
        Yale Kentuckiana, Inc.                    US$59,954
        BE Equipment, Inc.                           20,778
        Indoor Environment Services                  19,496
        Hilton Fort Collins                          10,299
        Madesafe                                      6,048
        Culligan of Dixon                             4,927
        Prime Trailer Leasing                         3,293
        Orion Registrars, Inc.                        3,625
        Nixco Plumbing, Inc.                          3,607
        Professional Print & Mail, Inc.               2,731
        Rochester Midland Corp                        1,369
        Barcom, Inc.                                  1,302
        Gilson Graphics                               1,158

    (b) Riverside Claims LLC

        Transferor                               Claim Amount
        ----------                               ------------
        Yankee Pallet Products, Inc.             US$105,730
        SDS Transportation                           16,775
        SAV Express                                   6,800
        Coast to Coast Express                        6,500
        Culligan of Dixon                             4,927
        Fine Transport Inc.                           2,750
        Gregory Logistics, Inc.                       1,975
        Knudsen Logistics, Inc.                       1,325

    (c) Bank of America, NA

        Transferor                               Claim Amount
        ----------                               ------------
        American Home Assurance Company         US$4,228,412
        National Union Fire Insurance Company      2,086,888
        Air Stamping, Inc.                           110,543
        WESCO Distribution Corp.                      68,409

    (d) Hain Capital Holdings, Ltd.

        Transferor                               Claim Amount
        ----------                               ------------
        Catalyst Paper (USA) Inc.               US$3,040,214
        Central National-Gottesam (USA) Inc.       1,407,278

    (e) Debt Acquisition Company of America V, LLC

        Transferor                               Claim Amount
        ----------                               ------------
        Computer Component Repair Service             US$914
        Western Tool Supply                              599

    (f) Merrill Lynch Credit Products LLC

        Transferor                               Claim Amount
        ----------                               ------------
        Blue Heron Paper Company                US$1,327,168

    (g) CCP Credit Acquisition Holdings

        Transferor                               Claim Amount
        ----------                               ------------
        Deutsche Bank Securities Inc.           US$4,339,174

    (h) Hain Capital Holdings, Ltd.

        Transferor                               Claim Amount
        ----------                               ------------
        Fortran Graphics, Inc.                    US$252,118

                        About Quebecor World

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

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

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

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

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

BRITISH AIRWAYS: Richard Branson Says AA Tie Up Anti-Competitive
----------------------------------------------------------------
Sir Richard Branson, the President of Virgin Atlantic, on
Aug. 11, 2008, wrote to both US Presidential candidates warning
that a proposed alliance between BA and American Airlines would
severely damage competition on major transatlantic routes and
leave consumers worse off.

In his letter to Senators Barack Obama and John McCain, Sir
Richard says that ?airlines everywhere are struggling with the
current price of oil, but the solution to their problems should
not lie in an anti-competitive agreement which will inevitably
lead to less competition and higher fares.?

BA and American Airlines, who together with Iberia would have
nearly half of all takeoff and landing slots at London's
Heathrow airport, are expected to file an application this week
for permission to fix prices and timetables, and share revenues
and frequent flyer details, on their route networks.

The two airlines have tried twice before to gain permission to
bring together their operations and, on both occasions, every
regulator that examined the alliance raised serious concerns
about the anti-competitive nature of the proposal.

Senator Obama represents Illinois, a state where many workers
are employed by American Airlines at Chicago O'Hare airport.
The possible alliance will place thousands of jobs under threat
as BA and AA operations are brought together.

Sir Richard writes in the letter, ?BA and AA will argue that
their alliance is now acceptable because the competitive
environment has changed with the Open Skies accord on UK-US
routes.  This is a complete red herring.  Open Skies (which is
only a temporary accord as it may be unwound in 2010) has not
significantly increased competition on UK/London-US routes.?
Open Skies hasn't reduced ticket prices either.

Against the background of high oil prices, Sir Richard writes,
?Neither is the current economic slowdown a justification for
waiving through any application.  The job of the regulators is
to assess the long-term impact of the alliance on competition,
not to provide special protection from the immediate challenges
of the economic cycle, with which every other airline has to
deal with.?

The key issue for the competition authorities is the market
dominance that a combined BA/AA will have in individual markets.
There are six Heathrow routes on which BA and AA overlap and
where competition would be reduced. (The figures mostly refer to
Summer 2008).

BA/AA would have dominant market shares on the following routes
to and from Heathrow in terms of capacity:

     * JFK - 63%;
     * Chicago - 66%;
     * Boston - 82%;
     * Miami - 72%;
     * Los Angeles - 49%;
     * Dallas Fort Worth - 100%

In the letter Sir Richard explained that ?BA/AA would have a
combination of high frequencies and a transatlantic network that
could not be replicated by any other airline/alliance, and which
would make it impossible for other carriers to compete for time-
sensitive corporate or business travelers.?

Sir Richard also highlighted the fact that as well as Heathrow
being full, another major airport is limiting access.  He said,
?We now have a similar situation at New York airports, with
government imposed restrictions.  The Heathrow-New York JFK
route is by far the most important transatlantic market,
accounting for over 25% of the total Heathrow/US market.?

Virgin Atlantic will be launching a major lobbying and
advertising campaign in due course to ensure regulators and
consumers are fully aware of the dangerous nature of a BA/AA and
Iberia alliance, and why it should be blocked.

                  About British Airways

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

                         *     *     *

British Airways Plc continues to carry "Ba1" senior
unsecured debt rating from Moody's with a stable outlook.



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

NATIONAL COMMERCIAL: J$2.74 Earnings/Share in 9 Mos. Ended June
---------------------------------------------------------------
The National Commercial Bank Jamaica Limited's earnings per
share increased 38.4% to J$2.74 in the nine months ended June
30, 2008, from J$1.98 in the same period last year, The Trinidad
and Tobago Express reports.

The Express states that the National Commercial continued to
exhibit strong earnings growth of 30% in the nine months ended
June 2008, compared to the same period last year, excluding the
J$517 million one-off gain recorded in the second quarter 2008.
The Express notes that the National Commercial's total revenue
over the first nine months of this year is J$28.8 billion, about
15% greater than J$25 billion earned in the same period last
year.

The National Commercial's banking sector comprising the retail,
treasury, and corporate divisions continued to be the main
driver of revenue growth, The Express states.  According to The
Express, the banking sector contributed 93.8% towards overall
total group revenue, compared to its 90.3% contribution in 2007.
The Express reports that the National Commercial's retail
banking operations was still the ?cash cow?, bringing in 46.5%
of overall revenue.  The Wealth Management division's
performance remained flat, according to The Express.

The Express relates that the National Commercial's net loans
increased 28.5% in the nine months ended June 2008, from the
same period last year.

The National Commercial's Board of Directors declared a J$0.30
per share third interim dividend, payable on Aug. 27, 2008, to
shareholders on record as of Aug. 14, 2008, The Express states.

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
===========

CORPORACION DURANGO: S&P Drops CCC+ Corp. Credit Rating to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Corporacion Durango S.A.B. de C.V., including lower the
corporate credit rating to 'CCC-' from 'CCC+'.  The outlook is
negative.

?The rating action reflects the continued weakness in financial
results through the first half of 2008 and our expectations that
the company will continue to be unable to fully pass on its
increasing raw material and energy costs to its final customers
despite planned price increases,? said S&P's credit analyst
Marcela Duenas.  ?The company's margins and liquidity are very
tight, and we are uncertain that it can meet its October coupon
payment.?

The rating on Corporacion Durango also reflects its highly
leveraged financial risk profile and the natural risk associated
with the paper industry's cyclicality.  These negatives far
outweigh the company's leading position in the containerboard
and packaging industry in Mexico, and its vertical integration.

Corporacion Durango, S.A. de C.V. (BMV: CODUSA), a vertically
integrated producer of paper and packaging products in Mexico,
previously announced that the First Federal District Court in
Durango, Mexico, has approved the company's plan of
reorganization and declared the termination of its ?Concurso
Mercantil? proceeding.


METROFINANCIERA SA: S&P Cuts B+ Counterparty Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
counterparty credit rating on Metrofinanciera S.A. de C.V.,
SOFOM, E.N.R. to 'B' from 'B+' and its Mexican national scale
rating to 'mxBBB-' from 'mxBBB'.  At the same time, S&P lowered
the rating on Metrofinanciera's perpetual, noncumulative
subordinated step-up securities to 'CCC-'.  The short-term
national scale rating was affirmed at 'mxA-3'.  The outlook
remains negative.

?The downgrade reflects further deterioration in the company's
funding profile, its limited liquidity compared to important
debt maturities coming due, and its sizeable exposure to land
investments reducing its financial flexibility.  Our two-notch
downgrade for Metrofinanciera's hybrid securities reflects the
increased likelihood that these securities could potentially
stop paying interest,? said S&P's credit analyst Francisco
Suarez.  It is worth mentioning that this potential deferral of
interest will not constitute an event of default and will not
affect the company's issuer counterparty credit rating.

The ratings on Metrofinanciera continue to reflect its reliance
on volatile wholesale funding sources, which, under current
market conditions, have become scarcer and more expensive than
before.  However, S&P believes that refinancing risk is
alleviated by the greater liquidity support provided by Sociedad
Hipotecaria Federal (SHF; 'mxAAA/Stable/mxA-1+'), a Mexican
government-related entity, through various funding alternatives.

The company's adjusted capitalization and financial flexibility
continue to be pressured by its substantial exposure to illiquid
and riskier land investments that remain on its balance sheet.
Also, Metrofinanciera's adjusted capitalization is affected by
the residual interest that the company has in its residential
mortgage-backed and asset-backed securities structures, which
account for 60.7% of its reported equity as of June 2008.  The
expected capital injection of US$65 million by the Cartesian
Group is a positive development but, in S&P's view, negative
pressures on capitalization will persist until the company is
able to divest such land exposures.  As of second-quarter 2008,
the company's adjusted total equity to adjusted assets is a low
4.3%.

On top of the support being provided by Sociedad Hipotecaria
Federal, the ratings are supported by the firm's position as one
of the largest ?sofoles? (independent mortgage providers) in
Mexico, and by its strategy of aiming to eventually shift its
portfolio to potentially less-capital consuming assets, as well
as the continuing assistance from Sociedad Hipotecaria to raise
cash for Metrofinanciera.  Despite improvements in its
enterprise risk management (ERM) capabilities, S&P still finds
major areas of potential market, liquidity, and funding risks.
In addition, S&P believes that Metrofinanciera fails to
adequately manage risks heuristically.  S&P has seen major
improvements in the company's overall risk governance, including
much better and more balanced corporate governance and decision-
making processes afforded by the addition of independent Board
members.

The outlook is negative.  S&P's outlook reflects the refinancing
risk posed by the large amount of debt maturing over the next 14
months, and its expectation that the company's limited
liquidity, its exposure to land investments, and the continuing
pressures on its funding capabilities and financial flexibility
will continue.  ?We expect the company to continue it efforts in
improving further its ERM capabilities.  If SHF reduces its
support for Metrofinanciera, a negative rating action may become
necessary.  Also, a major deterioration in asset quality
indicators that might place negative pressures on its financial
profile could also potentially lead to negative rating actions.
For rating stability, divestiture of its exposure to land is
needed; SHF's continued support and the firm's ability to
increase the amount of eligible assets are also crucial,? Mr.
Suarez added.

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


RADIOSHACK CORP: Prices US$325 Million Senior Notes Offering
------------------------------------------------------------
RadioShack Corporation has priced its offering of US$325 million
aggregate principal amount of 2.50% convertible senior notes due
2013 through an offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended.  The aggregate principal amount offered was increased
from the previously announced US$300 million.  In connection
with the offering, RadioShack granted the initial purchasers a
30-day option to purchase up to US$50 million aggregate
principal amount of additional notes solely to cover over-
allotments, if any.  The sale of the note is expected to close
on August 18, 2008, subject to satisfaction of customary closing
conditions.

The senior unsecured notes will bear interest at a rate of 2.50%
per year, payable semi-annually in arrears, beginning on
February 1, 2009.

The notes will be convertible, subject to certain conditions,
into cash and shares of RadioShack's common stock, if any, at an
initial conversion rate of 41.2414 shares of common stock per
US$1,000 principal amount of the notes.  The conversion rate is
subject to adjustment in certain circumstances.  The initial
conversion rate represents an initial conversion price of
approximately US$24.25 per share, or a conversion premium of
approximately 32.50% to the closing price of RadioShack's common
stock on August 12, 2008, which was US$18.30 per share.

RadioShack may not redeem the notes prior to their maturity.
Holders of the notes may require RadioShack to purchase all or a
portion of their notes, in cash, upon the occurrence of certain
fundamental changes involving RadioShack.

RadioShack estimates that the net proceeds of this offering will
be approximately US$316.7 million (or approximately US$365.6
million if the initial purchasers' over-allotment option is
exercised in full), after deducting discounts and commissions
and estimated expenses.  RadioShack intends to use approximately
US$40.1 million of the net proceeds of this offering to pay the
net cost of convertible note hedge and warrant transactions that
it expects to enter into with affiliates of certain initial
purchasers, which are referred to as the option counterparties
(representing the cost of the convertible note hedge
transactions, partially offset by the proceeds of the warrant
transactions).  RadioShack also intends to use approximately
US$100 million of the net proceeds from this offering to
repurchase shares of its common stock concurrently with the
offering in privately negotiated transactions.  RadioShack
expects to use the remaining proceeds for general corporate
purposes, including as a source of working capital to replace
RadioShack's US$300.0 million revolving credit facility, which
is scheduled to terminate in June 2009.

In connection with the pricing of the notes, RadioShack entered
into privately-negotiated convertible note hedge transactions
relating to shares of its common stock initially issuable upon
conversion of the notes with the option counterparties.
RadioShack has also entered into privately-negotiated warrant
transactions relating to shares of its common stock with the
option counterparties, pursuant to which it may be obligated to
issue shares of its common stock.  The convertible note hedge
transactions have a strike price equal to the initial conversion
price of the notes and the warrant transactions have a strike
price of US$36.60 per share, which is 100% higher than the
closing price of RadioShack's common stock on August 12, 2008.
The convertible note hedge transactions are expected to reduce
the potential dilution to RadioShack's common stock upon any
conversion of the notes.  Although the warrant transactions
could separately have a dilutive effect to the extent that the
price of RadioShack's common stock exceeds the applicable strike
price of the warrants, from RadioShack's perspective, the
convertible note hedge transactions and warrant transactions,
taken together, will have the net economic effect of increasing
the conversion price of the notes.

If the initial purchasers exercise their over-allotment option
to purchase additional notes, the notional size of the
convertible note hedge transactions and warrant transactions
will be automatically increased so that they also relate to a
number of shares of RadioShack's common stock initially issuable
upon conversion of the additional notes.

In connection with establishing their initial hedge of these
convertible note hedge and warrant transactions, RadioShack has
been advised that the option counterparties and/or their
respective affiliates expect to, concurrently with, or shortly
after, the pricing of the notes, enter into various over-the-
counter derivative transactions with respect to RadioShack's
common stock and/or purchase shares of RadioShack's common stock
in secondary market transactions.  These activities could have
the effect of increasing or preventing a decline in the price of
RadioShack's common stock concurrently with or following the
pricing of the notes.  In addition, the option counterparties
and/or their respective affiliates expect to modify their hedge
position following the pricing of the notes from time to time by
entering into or unwinding various derivative transactions with
respect to RadioShack's common stock and/or by purchasing or
selling RadioShack's common stock in secondary market
transactions (and are likely to do so during any observation
period related to the conversion of the notes).  These
transactions and activities could have the effect of increasing,
preventing a decline in or adversely impacting the value of
RadioShack's common stock and/or the value of the notes.

RadioShack Corporation (NYSE: RSH) -- http://radioshack.com/--
retails consumer electronics specialty products through almost
6,000 company-operated stores and dealer outlets in the United
States, over 100 RadioShack locations in Mexico and nearly 800
wireless phone kiosks.


RADIOSHACK CORP: Moody's Affirms Ba1 CF Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed RadioShack Corporation's Ba1
Corporate Family Rating and SGL-1 Speculative Grade Liquidity
rating; the outlook is stable.

The affirmation of the Ba1 Corporate Family Rating considers
that despite the weakening in leverage metrics that will occur
following the closing of RadioShack's announced convertible debt
offering of up to US$350 million, the company continues to be
well-positioned in the Ba1 rating category.  ?Improvements in
operating performance over the past 18 months generated
sufficient cushion at this rating level such that this
transaction has no immediate impact on RadioShack's ratings or
outlook,? stated Moody's Senior Analyst Charlie O'Shea.

RadioShack's ratings and outlook continue to reflect the
company's nationwide franchise including its 4,439 retail
stores, and its somewhat unique product mix, especially in the
peripheral and accessories segments.  At the same time, the
rating and outlook acknowledge the continuing competitive
challenges the company faces from the discounters such as Wal-
Mart and Target, home electronics superstores such as Best Buy
and Circuit City, warehouse clubs such as Sam's Club and Costco,
as well as proprietary cellular phone retailers.

The affirmation of the SGL-1 speculative grade liquidity rating
reflects RadioShack's very good liquidity which is supported by
significant cash balances, healthy free cash flow, and
significant availability under the committed US$625 million in
unsecured credit facilities.

Ratings affirmed:

   -- Corporate Family Rating of Ba1

   -- Probability of Default Rating of Ba1

   -- Senior unsecured notes at Ba2 (LGD 4, 55%)

   -- Speculative Grade Liquidity rating of SGL-1

RadioShack Corporation (NYSE: RSH) -- http://radioshack.com/--
retails consumer electronics specialty products through almost
6,000 company-operated stores and dealer outlets in the United
States, over 100 RadioShack locations in Mexico.  Its retail
network include 4,439 retail stores, 721 kiosks, and 1,444
dealer and other outlets throughout the United States, and
generated LTM June 2008 revenues of US$4.27 billion.


SALLY BEAUTY: June 30 Balance Sheet Upside-Down by US$701 Mln
-------------------------------------------------------------
Sally Beauty Holdings Inc. disclosed Thursday financial results
for its third quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet
showed US$1.49 billion in total assets, US$2.19 billion in total
liabilities, and US$6.1 million in stock options subject to
redemption, resulting in a roughly US$701.0 million
stockholders' deficit.

On a GAAP basis, net earnings for the fiscal 2008 third quarter
more than doubled to reach US$29.4 million, compared to
US$13.4 million for the fiscal 2007 third quarter.

Consolidated net sales for the fiscal 2008 third quarter were
US$676.8 million versus net sales of US$634.9 million in the
fiscal 2007 third quarter, an increase of 6.6%.  This increase
is attributed to consolidated same stores growth of 3.4% over
the fiscal 2007 third quarter, the addition of new stores, and
the acquisition of Pro-Duo, N.V on May 8, 2008.

For the fiscal 2008 third quarter, adjusted net earnings, a non-
GAAP measure, were US$24.5 million, after adjusting for
US$4.9 million in non-cash interest credit from marked-to-market
changes in the fair value of two of the company's interest rate
swaps.  For the fiscal 2007 third quarter, adjusted net earnings
were US$11.0 million, after adjusting for US$2.5 million in non-
cash interest credit.

?As demonstrated by our strong financial performance, we
continue to execute on our initiatives set forth at the
beginning of the 2008 fiscal year and deliver strong results
despite the challenging business environment,? stated Gary
Winterhalter, president and chief executive officer.  ?We
significantly improved the bottom line year-over-year and
consolidated net sales and same store sales comparables have
sequentially improved for the third quarter in a row.  We
believe our operating results are further evidence that our
business is fairly recession resistant.?

Consolidated gross profit for the fiscal 2008 third quarter was
US$315.1 million, an increase of 8.3% over last years gross
profit of US$290.9 million.  Gross profit as a percentage of
sales was 46.6%, an 80 basis point improvement over 45.8% in the
fiscal 2007 third quarter.

For the fiscal 2008 third quarter, selling, general and
administrative (SG&A) expenses were US$226.7 million, or 33.5%
of sales, a 140 basis point improvement over the fiscal 2007
third quarter metric of 34.9% of sales and total SG&A of
US$221.5 million.   Fiscal 2008 third quarter SG&A expense
increased US$5.2 million, or 2.3%, compared to the fiscal 2007
third quarter primarily due to acquisition related costs for
Pro-Duo and increased rent expense for new stores.

Interest expense, net of interest income, for the fiscal 2008
third quarter was US$29.9 million and included US$7.6 million of
non-cash credit related to two of the company's interest rate
swap transactions.  Fiscal 2007 third quarter interest expense
included US$4.0 million of non-cash credit for the marked-to-
market change in fair value for these interest rate swap
transactions.

Income taxes were US$17.3 million for the fiscal 2008 third
quarter.  The company's effective tax rate for fiscal 2008 is
currently projected to be approximately 36.0%.

                    Financial Position, Capital
                  Expenditures and Working Capital

Cash and cash equivalents as of June 30, 2008, were
US$33.7 million.  As of June 30, 2008, the company had
US$306.9 million available for additional borrowings under its
asset-based (ABL) facility, subject to borrowing base
limitations, as reduced by outstanding letters of credit.  The
company paid down US$4.2 million of its Senior Term Loans during
the fiscal 2008 third quarter.  The company's debt, excluding
capital leases, totaled US$1.8 billion as of June 30, 2008.

Capital expenditures in the fiscal 2008 third quarter were
US$10.0 million.  During the fiscal 2008 third quarter the
company completed the acquisition of Pro-Duo for a total of
approximately US$30.0 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available
for free at http://researcharchives.com/t/s?30b2

                         About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul
Mitchell, Wella, Sebastian, Goldwell, and TIGI which are
targeted exclusively for professional and salon use and resale
to their customers.


SEMGROUP LP: Alon Demands Return of US$39,737,181 Products
----------------------------------------------------------
Alon USA, L.P., an independent refiner and marketer of petroleum
products, delivered to SemMaterials, L.P., high sulfur gas oil
and vacuum tower bottom products for US$39,737,181, on credit
before the bankruptcy filing.

On July 24, 2008, Alon sent a written demand to SemMaterials for
the immediate return of the goods it delivered pursuant to
Section 546(c) of the Bankruptcy Code.  Alon determined that
certain invoices had already been paid, and certain unpaid
invoices had been omitted for the reclaimed goods.

Alon complained that SemMaterials has not returned the reclaimed
goods.  Marc J. Phillips, Esq., at Connoly Bove Lodge & Hutz
LLP, in Wilmington, Delaware, asserted that the reclaimed goods
were in the custody of SemMaterials at the time it received the
reclamation demand.

Accordingly, Alon asked the U.S. Bankruptcy Court for the
District of Delaware to order SemMaterials to return the
reclaimed goods.

                         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)


SEMGROUP LP: Enterra, et al., Disclose Financial Exposures
----------------------------------------------------------
Enterra Energy Trust, NAL Oil & Gas Trust, and TRAFINA Energy
Ltd., disclosed potential financial exposures in the bankruptcy
case of SemGroup L.P. and its debtor-affiliates.

A. Enterra Energy

Enterra Energy Trust has a potential financial exposure of up to
US$10 million primarily from oil and gas sales to subsidiaries
of SemGroup L.P. in Canada and the U.S. during the months of
June and July 2008.  A financial instrument held in Canada with
SemGroup offsets a substantial portion of this exposure.

On July 22, 2008, certain of the U.S. subsidiaries of SemGroup
filed for protection under Chapter 11 of the U.S. Bankruptcy
Code and two Canadian SemGroup subsidiaries filed for creditor
protection under the Canadian Companies' Creditors Arrangement
Act.  In Oklahoma, Enterra sells roughly 900 barrels of oil
equivalent per day to SemGroup and in Canada the Trust sells
approximately 1,000 barrels per day of crude to SemGroup.  In
addition, Enterra participates in a joint venture crude oil
blending facility in Canada with SemGroup.

Enterra is currently working with SemGroup to ensure that the
Trust's exposure is minimized.  While the amounts owed by
SemGroup to the Trust are held in abeyance during the court-
supervised restructuring processes, Enterra is reasonably
confident of the recovery of most, if not all, the amounts owing
to it from SemGroup.  Similarly, the Trust believes its go-
forward business with SemGroup is established on terms that are
in the normal course.  The delayed receipt and even the possible
loss of funds owed to Enterra at July 22, 2008, while
unsatisfactory, does not threaten the financial viability of the
Trust or any of its individual businesses.

In the U.S., Enterra believes that its production for much of
the period in question will be a high priority debt as SemGroup
reorganizes.  Further, Enterra's Oklahoma subsidiary has
applied for status under SemGroup's court approved Critical
Supplier Protection Program which is intended to keep whole
suppliers who continue to sell product to SemGroup over the next
six months, and may include full and immediate payment for
products shipped before the Chapter 11 filing.

In Canada, Enterra has agreed with SemGroup that while SemGroup
is operating under CCAA protection, Enterra will continue to
ship product and operate the joint blending facility on the
basis of pre-payment for such production and operations.  On
Monday, July 28, 2008, Enterra received payment for production
and operations for the period of July 22 through Aug. 25, 2008.

Enterra will provide further significant information regarding
this matter as it becomes available.

B. NAL Oil & Gas Trust

NAL Oil & Gas Trust announced today that the trust  has a
potential exposure of between US$3.5 million and US$7.5 million
from oil, butane and condensate sales to SemCanada Crude
Company, a subsidiary of SemGroup, L.P. for the marketing of a
portion of NAL's oil production.


NAL management has retained legal counsel and continues to have
discussions with SemCanada and its Monitor to best manage and
resolve this matter.  NAL is currently uncertain what portion
of the exposure may be collectible, but the amount is not
considered significant to NAL's financial position.

C. TRAFINA Energy Ltd.

TRAFINA Energy Ltd. said that it has potential exposure of
approximately US$480,000 to SemCanada Energy Company and
SemCanada Crude Company, both subsidiaries of SemGroup, L.P.,
relating to the marketing of a portion of the Company's natural
gas for the month of June, 2008 and crude oil production for the
period June, 2008 up to July 22, 2008.

At this time, TRAFINA is not able to quantify the portion, if
any, that may be recovered, however it will pursue all
reasonable means available to recover amounts owing to the
company.  TRAFINA has made alternative arrangements for the
marketing of the portion of natural gas previously marketed by
SemCanada and SemCanada Crude.

                           About TRAFINA

TRAFINA Energy Ltd. (TSX VENTURE:TFA.A) is a junior oil and gas
company based in Calgary, Alberta.  It is primarily a natural
gas producer, with its main areas of interest being in
Wetaskiwin, Jenner, Carson Creek/Judy Creek and Bindloss; all of
which are located in Alberta.  TRAFINA's shares trade on the TSX
Venture Exchange under the stock symbol TFA.A.

                      About NAL Oil & Gas Trust

NAL Oil & Gas Trust (TSX:NAE.UN) is an open-end investment trust
that generates distributions through the acquisition,
development, production and marketing of oil, natural gas and
natural gas liquids.  The Trust owns high quality assets in
British Columbia, Alberta, Saskatchewan and Ontario.  Trust
units trade on the Toronto Stock Exchange under the symbol
?NAE.UN?.

                      About Enterra Energy Trust

Enterra Energy Trust (TSX: ENT.UN) (NYSE: ENT) is an exploration
and production oil and gas trust based in Calgary, Alberta.  The
Trust acquires, operates and exploits petroleum and natural gas
assets principally in western Canada and in Oklahoma, U.S.A.

                         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)


SEMGROUP LP: Eagle Rock Asserts US$6 Million Claim on June Sales
----------------------------------------------------------------
Eagle Rock Energy Partners, L.P., said in a public statement
that it has an approximately US$6 million receivable from
certain subsidiaries of SemGroup, L.P., related to its June
sales of condensate.

In July 2008, SemGroup filed petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code and accordingly, the
Partnership's receivable associated with its June sales of
condensate represents a pre-bankruptcy claim.  The Partnership
is seeking payment of its June receivable as a critical supplier
to SemGroup under SemGroup's Supplier Protection Program.

During July 2008, the Partnership sold, pre-bankruptcy, and
continued to sell, post-bankruptcy, condensate to SemGroup,
primarily from the Partnership's Texas Panhandle and East Texas
midstream systems.  The Partnership's financial exposure for its
July sales of condensate currently is approximately US$5 million
to US$6 million.  The Partnership is evaluating its ability to
collect on its July 2008 sales in light of SemGroup's
bankruptcy.  The Partnership will continue to monitor SemGroup's
situation and will sell condensate to alternate purchasers
should it become necessary.

                         About Eagle Rock

Eagle Rock Energy Partners, L.P. (Nasdaq GS:EROC) is a growth-
oriented master limited partnership engaged in three businesses:
a) midstream, which includes (i) gathering, compressing,
treating, processing, transporting and selling natural gas, and
(ii) fractionating and transporting natural gas liquids; b)
upstream, which includes acquiring, exploiting, developing, and
producing crude oil and natural gas interests; and c) minerals,
which includes acquiring and managing fee minerals and royalty
interests.  Its corporate office is located in Houston, Texas.

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


SEMGROUP LP: Three Parties Respond to Cash Collateral Motion
------------------------------------------------------------
Prima Exploration, Inc., and Kirby Corporation, in separate
filings, asked the U.S. Bankruptcy Court for the District of
Delaware to deny a cash collateral motion of SemGroup L.P. and
its debtor-affiliates.

TransMontaigne Partners L.P., which alleges to have a lien and
security interest in petroleum products pursuant to servicing
agreements with SemMaterials, L.P., reserved all of its rights,
including the right to withhold or suspend providing services to
SemMaterials, in the event that SemMaterials will not be able to
provide adequate protection for TransMontaigne's interest in the
collateral.

Prima Exploration complained that the motion seeks to elevate
the administrative claims of professionals over the
administrative claims of other entities.  Prima added that the
Motion grants rights to lenders, effecting in the subordination
of its security interests and eliminating its timely exercised
reclamation rights.  Prima insisted that, by virtue of its
claims totaling US$5,767,352 for oil purchased by SemCrude,
L.P., it is on equal footing with the professionals and other
administrative claimants, and does not consent to the
subordination of its claims.

Kirby Corporation objected to the Cash Collateral Motion to the
extent the Debtors intend to terminate their right to pay
administrative expenses, as well as the granting of super-
priority administrative expense claims to prepetition secured
Lenders as adequate protection, to the extent that the claims
deprive the Debtors' ability to pay its postpetition operating
costs.

Kirby Corporation, a party to an agreement under which the
Debtors charter Kirby's barges and vessels to transport asphalt
and fuel oil, says the Debtors were in default under the Charter
for failure to pay US$949,659 in charter hire and other charges.
According to Kirby, the terms of Cash Collateral Interim Order
eliminate the Debtors' ability to pay Kirby's administrative
claims once a default, occurs, despite benefiting from the
postpetition goods and services.

Furthermore, Kirby objected to the prohibition of the imposition
of preservation costs, to the extent that it prevents a charge
for goods and services.

           Debtors & BofA Address Term Lenders' Concerns

In separate filings, the Debtors and the Bank of America, N.A.,
as administrative agent for certain of the Debtors' prepetition
lenders, addressed the objections raised by the Debtors'
prepetition term loan lenders.

The Debtors told the Court that payment of the Term Lenders'
professional fees and expenses is not adequate protection under
the Bankruptcy Code.  Any adequate protection to the Term
Lenders is determined by the requirements of the Bankruptcy
Code, and not on any consensual negotiations by secured
creditors, Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in Dallas, Texas, argued on behalf of the Debtors.  The
payment of the administrative agent's professional fees and
expenses is not grounds for the payment of the same to the Term
Lenders on an ongoing basis under the credit facility, he added.

According to the Debtors, the terms of the credit facility do
not support paying the Term Lenders' professional fees and
expenses incurred in connection with the Debtors' Chapter 11
cases.

BofA told the Court that it does not take position on the Term
Lenders' request for payment of the fees and expenses of its
professionals.  However, BofA sought to clarify the record
regarding certain provisions of the Prepetition Loan Documents
and their implications as they relate to the issues before the
Court.

BofA's counsel, Laurie Seiber Silverstein, Esq., at Potter
Anderson & Corroon LLP, in Wilmington, Delaware, pointed out
that the Term Lenders' demand is based on false premises.  The
Term Lenders insisted that their security interests and secured
claims are distinct from those of other lenders under the Credit
Agreement, and assert that BofA serves in a mere ?administrative
capacity? with respect to the Prepetition Collateral.

According to Ms. Silverstein, the Debtors' Term Obligations
share precisely the same rights with respect to the Prepetition
Collateral as the Revolver Obligations, as stated in the plain
terms of the Prepetition Loan Documents.  Moreover, the liens
and security interests in the Prepetition Collateral are granted
to BofA as secured party for its benefit, and for the benefit of
the respective Lenders under the Prepetition Credit Agreement.
Hence, BofA is charged with significant control over and
discretion with respect to the Prepetition Collateral.

Ms. Silverstein contended that payment of BofA's fees and
expenses of professionals is part of the adequate protection
granted to BofA for its benefit, as well as the benefit of all
the Lenders, as a condition to the Debtors' use of cash
collateral.  Pursuant to Section 506(b) of the Bankruptcy Code,
when a prepetition claim is oversecured, the allowed amount of
the secured claim may increase, securing that claim to include
any reasonable fees, costs or charges.  Reasonable attorneys'
fees become part of the secured creditors allowed secured claim.
BofA, the Administrative Agent is receiving reimbursement of
professional fees as a condition to authorizing the use of cash
collateral, Ms. Silverstein clarified.

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


WENDY'S INTERNATIONAL: Will Not Renew US$200 Mln Credit Facility
----------------------------------------------------------------
Wendy's International Inc. does not intend to renew its
US$200 million revolving credit facility that expires on
Sept. 1, 2008.  The company stated that as of June 29, 2008, no
amounts under this revolving credit facility were drawn.  If the
company consummates the Merger Agreement with Triarc Companies
Inc., the revolving credit facility would not be available to
the company.

On Feb. 29, 2008, the company negotiated a renewal of its
US$200 million revolving credit facility.  This amended
revolving credit facility contains various covenants which,
among other things: require the maintenance of certain ratios,
including indebtedness to total capitalization and a fixed
charge coverage ratio; limit the amounts of assets that can be
sold, shares that can be repurchased, liens that can be placed
on the company's assets, indebtedness of subsidiaries to third
parties excluding indebtedness of The Wendy's National
Advertising Program Inc., and contingent and off balance sheet
liabilities that can exist; eliminate the company's ability to
perform asset securitizations and sale and leaseback
transactions; and establish the maintenance of minimum on-hand
balances of cash and cash equivalents of
US$50 million.

The company was in compliance with these covenants as of
June 29, 2008.  The company is charged interest on advances,
that varies based on the type of advance utilized by the
company, which is either an alternate base rate or a rate based
on LIBOR plus a margin that varies based on the company's debt
rating at the time of the advance.  The company is also charged
a facility fee based on the total credit facility.  This fee
varies from 0.15% to 0.40% based on the company's debt rating.

                 About Wendy's International

  Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.   It has restaurants in the United States,
Canada, Mexico, Argentina, among others.


WENDY'S INT'L: Moody's Maintains Ratings Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service stated that the ratings of Wendy's
International Inc. remain on review for possible downgrade after
the company's disclosure in its most recent 10-Q filing that it
does not intend to renew its US$200 million revolving credit
facility that expires on Sept. 1, 2008.  Although Wendy's
decision not to renew its revolving credit facility will result
in the elimination of a significant source of external
liquidity, the combination of internally generated cash flow, a
significant cash balance, and no near term debt maturities is
expected to provide adequate liquidity over the near-term.  As
of June 29, 2008, there were no outstanding revolver borrowings.

Wendy's ratings are currently on review for possible downgrade
primarily as a result of both the company's continued weak
operating performance and its pending merger agreement with
Triarc Companies, Inc. which was announced on April 24, 2008.
Triarc is the owner and franchisor of the Arby's restaurants
system.  The merger is currently scheduled to close in the
second half of 2008.

Wendy's decision not to renew its revolver creates a new credit
concern independent of the existing credit concerns of weak
consumer environment, escalating cost pressures, and weaker pro
forma credit measures for the combined entity that are
responsible for the review for downgrade status.  More
specifically, in the event that the merger does not close as
planned, Moody's expects Wendy's will need to secure an adequate
and permanent source of external liquidity.  Given the current
volatility in the debt capital markets, the ability to secure
this type of liquidity on terms favorable to the company is
subject to some level of uncertainty.  In the event that the
merger fails to close and Wendy's is unable to obtain the long-
term liquidity it will need to operate as a standalone entity,
ratings could be negatively impacted to a level above and beyond
the rating pressures caused by a weak economy and costs
pressures.

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.   It has restaurants in the United States,
Canada, Mexico, Argentina, among others.  Total revenues for the
twelve month period ending June 29, 2008 were approximately
US$2.44 billion.



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

UNIVISION COMM: Revenue Decline Prompts Moody's to Cut CF Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Univision Communications
Inc.'s Corporate Family rating and Probability of Default rating
to B2 from B1, senior secured debt to B1 from Ba3, senior
secured second lien asset sale bridge facility to Caa1 from B3,
and senior unsecured notes to Caa1 from B3.  The downgrade
follows the company's announcement that second quarter revenue
and EBITDA declined and reflects Moody's expectation that weak
advertising market conditions and lower than anticipated asset
sale proceeds will prevent the company from reducing debt-to-
EBITDA to the 9.0x range in 2008 that was anticipated in the
prior rating.  LGD point estimates were adjusted as detailed
below to reflect capital structure changes.  The ratings remain
on review for possible downgrade.

Downgrades:

Issuer: Univision Communications Inc.

   -- Corporate Family Rating, Downgraded to B2 from B1

   -- Probability of Default Rating, Downgraded to B2 from B1

   -- Senior Secured Bank Credit Facility, Downgraded to B1,
      LGD3 - 40% from Ba3, LGD3 - 39%

   -- Senior Secured Bonds, Downgraded to B1, LGD3 - 40% from
      Ba3, LGD3 - 39%

   -- Second Lien Asset Sale Bridge Credit Facility, Downgraded
      to Caa1, LGD5 - 86% from B3, LGD5 - 86%

   -- Senior Unsecured Regular Bonds, Downgraded to Caa1, LGD6 -
      93% from B3, LGD6 - 92%

   -- Multiple Seniority Shelf, Downgraded to (P)Caa1 from (P)B3

Outlook Actions:

Issuer: Univision Communications Inc.

   -- Outlook, Changed To Rating Under Review From Negative

In the review, Moody's will evaluate the effect that continued
weakness in client advertising spending could have on
Univision's cash flow and liquidity position.  Moody's will
consider Univision's ability to execute on revenue opportunities
and reduce cash operating and interest costs to mitigate the
effect of weaker client spending, well as the company's plan to
reduce its very high leverage and its progress in completing
asset sales.  As part of the review, Moody's will also consider
ongoing developments with respect to the Televisa litigation and
the range of potential outcomes.

Maintaining adequate liquidity is critical to the rating in
order to bridge any internal cash flow gaps that may arise as a
result of near term cyclical fluctuations in the advertising
market. The SGL-3 liquidity rating indicates Univision has
adequate liquidity over the 12-month liquidity horizon.  Moody's
projects Univision's cash burn rate to be approximately
US$50-100 million over the next 12 months (after World Cup
rights payments and assuming cash interest on the US$1.5 billion
senior notes), creating reliance on asset sale proceeds and cash
from the April 2008 credit facility drawdowns to fund
US$635 million of maturities over the next 12 months.  Moody's
estimates that Univision's covenant-defined EBITDA could decline
in a 12-15% range from its current level within the first-lien
senior secured leverage covenant through September 2009.  The
rating agency considers the level of cushion adequate at this
time, but continued weakness in the advertising market could
erode this cushion.


Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  Annual revenue approximates US$2.1 billion.


W HOLDING: Freddy Maldonado Resumes Chief Financial Officer Post
----------------------------------------------------------------
W Holding Company, Inc., the bank holding company of
Westernbank Puerto Rico, disclosed that Freddy Maldonado has
been appointed and resumes the duties of Senior Executive Vice
President and Chief Financial Officer (SEVP-CFO) of the company
and its subsidiaries, replacing Jose Armando Ramirez, who was
retained as Chief Financial Officer and Chief Operating Officer
in August 2007.  Mr. Ramirez and the company mutually and
amicably agreed to conclude the existing contractual
relationship in accordance with the provisions of his employment
agreement as of Aug. 8, 2008.

In connection with the appointment of Mr. Maldonado as CFO, he
has relinquished the duties of President and Chief Investment
Officer of the company's subsidiaries, in order to employ all of
his time, effort and energy in finalizing the matters pertaining
to the financial statements of the company.  Mr. Maldonado will
remain as director of the company, while Mr. Frank C. Stipes,
Esq., Chairman and CEO of its W Holding's subsidiaries,
reassumed the position of President of W Holding Company, Inc.,
effective immediately.  Mr. Stipes wished the best to Mr.
Ramirez and stated that the return of Mr. Maldonado as CFO was
extremely positive, indicating ?he (Mr. Maldonado) is
unquestionably one of the most talented, respected, well reputed
and experienced CFO's in Puerto Rico as well as abroad, who was
at the helm of the financials of this fine company throughout
the most important and significant years of its outstanding
history and is here again to bring the company back to main
street.?

W Holding also announced that Mayra Hansen, former director of
the Federal Deposit Insurance Corporation's Puerto Rico Office,
had joined the company as Senior Vice President and Chief Risk
Officer (SVP/CRO).  Ms. Hansen will be involved and supervising
the company's loan review, credit risk and compliance functions,
among other responsibilities.  ?Ms. Hansen is one the most
highly respected, knowledgeable and experienced professionals in
the field, with approximately 30 years of experience as a former
examiner and regulator, a true honor and privilege to have on
board as part of the senior executive team of the Bank and
Company,? said Mr. Stipes.

W Holding Company, Inc. (NYSE: WHI) -- http://www.wholding.com.
-- is the financial holding company for Westernbank Puerto Rico,
the second-largest commercial bank in Puerto Rico, based on
total assets, operating through 56 full-fledged branches,
including 20 Expresso of Westernbank branches), including 33 in
the southwestern region of Puerto Rico, 7 in the northeastern
region, 14 in the San Juan Metropolitan area and 2 in the
eastern region of Puerto Rico, and a fully functional banking
site on the Internet.  W Holding also owns Westernbank Insurance
Corp., a general insurance agent placing property, casualty,
life and disability insurance, whose results of operations and
financial condition are reported on a consolidated basis.

                    Non-Compliance Notification

As reported in the Troubled Company Reporter-Latin America on
July 28, 2008, the company has been notified by the New York
Stock Exchange, Inc. (NYSE) that the company is not in
compliance with NYSE Listed company Manual Section 802.01C
because the average closing price of the company's common stock
has been less than US$1 for 30 consecutive trading days.

Accordingly, the company is subject to the procedures specified
in Section 802.01C, which provides, among other things, that the
company must bring its share price and average share price back
above US$1 within six months following receipt of notification
of non-compliance.  If at the expiration of the six-month cure
period, the company's share price and average share price over
the preceding 30 trading days do not exceed US$1, the NYSE will
commence suspension and delisting proceedings.


W HOLDING: Board Oks Reverse Split of Common Stocks on Dec. 31
--------------------------------------------------------------
W Holding Company, Inc., the bank holding company of
Westernbank Puerto Rico, said that its Board of Directors has
unanimously approved a reverse split of the its common stock at
a specific ratio to be determined by the Board in its discretion
within the range of not less than 1-for-10 and not more than
1-for-50, and recommended that the reverse split be presented to
the company's shareholders for approval.

If approved by the company's shareholders, the Board may choose
to effect the reverse split at any time prior to Dec. 31, 2008.
The purpose of the reverse split is to increase the per share
market price of the company's common stock, so as to bring the
company into compliance with the continued listing requirements
of the New York Stock Exchange, Inc.

W Holding Company, Inc. (NYSE: WHI) -- http://www.wholding.com.
-- is the financial holding company for Westernbank Puerto Rico,
the second-largest commercial bank in Puerto Rico, based on
total assets, operating through 56 full-fledged branches,
including 20 Expresso of Westernbank branches), including 33 in
the southwestern region of Puerto Rico, 7 in the northeastern
region, 14 in the San Juan Metropolitan area and 2 in the
eastern region of Puerto Rico, and a fully functional banking
site on the Internet.  W Holding also owns Westernbank Insurance
Corp., a general insurance agent placing property, casualty,
life and disability insurance, whose results of operations and
financial condition are reported on a consolidated basis.

                    Non-Compliance Notification

As reported in the Troubled Company Reporter-Latin America on
July 28, 2008, the company has been notified by the New York
Stock Exchange, Inc. (NYSE) that the company is not in
compliance with NYSE Listed company Manual Section 802.01C
because the average closing price of the company's common stock
has been less than US$1 for 30 consecutive trading days.

Accordingly, the company is subject to the procedures specified
in Section 802.01C, which provides, among other things, that the
company must bring its share price and average share price back
above US$1 within six months following receipt of notification
of non-compliance.  If at the expiration of the six-month cure
period, the company's share price and average share price over
the preceding 30 trading days do not exceed US$1, the NYSE will
commence suspension and delisting proceedings.



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

CHRYSLER LLC: To Implement Special Work Week on Three Facilities
----------------------------------------------------------------
Chrysler LLC is in discussions with the United Auto Workers
union on putting some plants on four-day, 10-hour work days in
order to cut costs, The Wall Street Journal reports.

WSJ, citing Chrysler spokesman Ed Saenz, says the decision to
permanently implement the special work week for the five
assembly, three engine and four component plants will be made
within a few weeks.

Chrysler, according to the report, is pressing on cost-cutting
measures to deal with a slumping U.S. market that is dragging
down revenue and intensifying costs.  Some businesses and
governments around the country are switching to the shortened
work week to cut energy costs, WSJ indicates.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 11, 2008, Standard & Poor's Ratings Services said lowered
its ratings on Chrysler LLC, including the corporate credit
rating, to 'CCC+' from 'B-'.

As reported in the Troubled Company Reporter June 24, 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.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the issuer default rating of Chrysler
LLC to 'B' from 'B+', with a negative rating outlook.  Fitch
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: Financial Unit Changes Top Management Line-Up
-----------------------------------------------------------
Chrysler Financial, the financing arm of Chrysler LLC, appointed
Thomas F. Gilman as vice chairperson and chief executive and
Darryl R. Jackson as chief operating officer, The Wall Street
Journal reports.

As part of the executives revamp, Paul Knauss, president and
CEO, and William F. Jones Jr., chief operating officer, are
retiring, WSJ adds.

According to WSJ, the position of vice chairman and CEO is a
combination of the former roles of executive vice chairman and
president and CEO.  Mr. Gilman had been executive vice chairman,
WSJ notes.  WSJ says that in his new role, Mr. Gilman will set
the strategic direction and ensure that the company's
performance is in line with investors' expectation.

Mr. Jackson was previously the vice president-U.S. sales of
Chrysler LLC.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 11, 2008, Standard & Poor's Ratings Services said lowered
its ratings on Chrysler LLC, including the corporate credit
rating, to 'CCC+' from 'B-'.

As reported in the Troubled Company Reporter June 24, 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.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the issuer default rating of Chrysler
LLC to 'B' from 'B+', with a negative rating outlook.  Fitch
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.


HARVEST NATURAL: CEO to Present at Enercom Oil & Gas Conference
---------------------------------------------------------------
Harvest Natural Resources, Inc.'s President and Chief Executive
Officer James A. Edmiston will present at the 2008 Enercom Oil
& Gas Conference in Denver, Colorado at 11:40 a.m. EDT, Eastern
Daylight Time, on Aug. 13, 2008.

The presentation can be heard live on the company's website at:
http://www.harvestnr.comor
http://www.investorcalendar.com/CEPage.asp?ID=132203

A replay of the presentation will be available soon after the
live event.  A copy of the presentation is also available on the
Harvest Natural's Web site.

Harvest Natural Resources, Inc. (NYSE: HNR) --
http://www.harvestnr.com/-- is an independent energy company
engaged in the acquisition, exploration, development, production
and disposition of oil and natural gas properties.  The company
has acquired and developed significant interests in the
Venezuela, Russia and has also undeveloped acreage offshore of
China.  The company's only producing assets are in Venezuela.
Its subsidiary, Harvest Vinccler S.C.A. has been providing
operating services to Petroleos de Venezuela SA (PDVSA).

                          *     *     *

As reported in December 2007, Harvest Natural Resources said in
a statement that it incurred a US$6.5 million loss in the first
quarter 2007, and a net loss of US$62.5 million as of Dec. 31,
2006.

Moody's Investors Service upgraded the company's senior implied
rating to Caa1 from Caa2 in September 2004.  The rating still
hold to date.


NORTHWEST AIR: Pilots Ratify Joint Collective Bargaining Deal
-------------------------------------------------------------
The Delta and Northwest pilots, both represented by the Air Line
Pilots Association, Int'l., ratified a Joint Collective
Bargaining Agreement, the agreement reached between Delta Air
Lines and the Delta and Northwest union leadership in June.  The
voting closed this afternoon with 82.17% of eligible Delta
pilots casting a ballot. Of those, 61.74% voted ?in favor? of
the new agreement.

The Northwest pilots ratified the same agreement with 80.87% of
eligible Northwest pilots casting a ballot with 86.76% voting
?in favor? of the agreement.  With ratification by both pilot
groups, the JCBA will become effective when the merger between
Delta and Northwest closes which could occur before year's end.

Delta MEC Chairman, Captain Lee Moak, stated, ?The ratification
of the Joint Collective Bargaining Agreement represents the
culmination of many months of effort by everyone involved.  This
historic milestone marks the first time that a labor agreement
has been reached in advance of the close of an airline merger.
It is far superior to the traditional well-worn labor role in
that all pilots will receive financial returns from day one for
the value we provide to the merger.  We look forward to
participating in Delta's future growth and success as our
nation's first truly global airline.?

Captain Dave Stevens, Northwest MEC Chairperson, said, ?This
momentous vote broke the traditional merger paradigm.  Because
the pilot groups of Northwest and Delta were willing to make an
affirmative decision, we will have a joint contract that becomes
effective on the date of corporate closing, a seniority list
process that provides a method to achieve a fair and equitable
list and two pilot groups that will be unified to face the
challenges ahead.?

Captain Stevens said, ?The pilots' precedent setting
contributions will allow the merged company to take advantage of
all the efficiencies as soon as possible and begin marketing the
first global airline to our customers and Wall Street.?

Both pilot groups will continue to focus on the process of
integrating the seniority lists.  In June, the two MECs signed a
Seniority List Integration Process Agreement.  This agreement
allows the MECs to shape the procedural elements leading to
seniority list integration.  The agreement calls for
negotiations and if necessary, a period of arbitration before a
panel of three neutral arbitrators with a written decision to be
issued no later than Nov. 20, 2008.  Captain Moak added, ?We
believe that the best seniority list solution is one that is
resolved through negotiations?by pilots working with pilots.
While we have confidence in the arbitration process, we will
remain open to a negotiated solution of a fair and equitable
single seniority list.?

Founded in 1931, ALPA represents 55,000 pilots at 40 airlines in
the U.S. and Canada. ALPA represents approximately 7,000 active
DAL pilots and 5,100 active NWA pilots.

ALPA on the net: http://www.alpa.org/
Delta pilots' on the net: http://www.deltapilots.org/
NWA ALPA on the net: http://www.nwaalpa.org/

                           About Delta Air

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

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

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

                      About Northwest Airlines

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

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors has retained Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. as its
bankruptcy counsel in the Debtors' chapter 11 cases.  When the
Debtors filed for bankruptcy, they listed US$14.4 billion in
total assets and US$17.9 billion in total debts.  On Jan. 12,
2007, the Debtors filed with the Court their chapter 11 plan.
On Feb. 15, 2007, the Debtors filed an amended plan and
disclosure statement.  The Court approved the adequacy of the
Debtors' amended disclosure statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' amended plan.
That amended plan took effect May 31, 2007.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 30, 2008, Standard & Poor's Ratings Services lowered its
ratings on Northwest Airlines Corp. and subsidiary Northwest
Airlines Inc. (both rated B/Negative/--), including lowering the
long-term corporate credit ratings on both entities to 'B' from
'B+', and removed the ratings from CreditWatch, where they had
been placed with negative implications April 15, 2008.  S&P said
the outlook is negative.

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also
lowered its ratings on enhanced equipment trust certificates, in
some cases by more than one notch.



                             ***********

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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