TCRLA_Public/080818.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Monday, August 18, 2008, Vol. 9, No. 163

                            Headlines


A R G E N T I N A

AEROLINEAS ARGENTINAS: Renationalization News Untrue, Says Jaime
ALITALIA SPA: Intesa Sanpalo Recommends Lufthansa as Partner
CALARCA SA: Files for Reorganization in Buenos Aires Court
GRAN TIERRA: To Retain Argentine Assets on Low Oil Prices
PATAGONIA WINES: Files for Reorganization in Buenos Aires Court

PLAYAS ARGENTINAS: Trustee Verifies Claims Until Oct. 14

* ARGENTINA: Moody's Revises Outlook to Stable From Positive
* BUENOS AIRES: Moody's Shifts Outlook to Stable From Positive
* MENDOZA PROVINCE: Moody's Shifts FC Rating Outlook to Stable


B E R M U D A

BLUEPOINT RE: Files for Chapter 15 Bankruptcy Protection
GEARBULK HOLDING: Moody's Withdraws Ba2 and Ba3 Credit Ratings


B O L I V I A

BANCO INDUSVAL: Reports BRL39.0BB Net Profit in First Six Months
LA BOLIVIANA: Moody's Upgrades Global IFS Rating to B1 From B2
ZURICH PERSONALES: Moody's Lifts Global IFS Rating to B1 From B2


B R A Z I L

BANCO NACIONAL: Earns BRL4.1 Billion in 2008 First Quarter
BANCO NACIONAL: Okays BRL1.2 Bil. Financing for Cia. Brasileira
BURGER KING: Launches 1000th Restaurant in Brazil
CAIXA ECONOMICA: Reports BRL2.5BB Net Income in First Six Months
COMPANHIA NACIONAL: Net Income Ups 34% to BRL1 Bil. in 2Q 2008

DELPHI CORP: Inks Pact With Beck Aluminum to Sell K-Alloy
DELPHI CORP: Ct. Partly Grants Appaloosa's Suit Dismissal Motion
GOL LINHAS: Implements New Skies Ticket Sales System
JBS SA: Closes US$575 Mln Consent Solicitation With JBS Finance
MULIPLAN EMPREENDIMENTOS: Adjusted Income Grows to BRL53.7 Mln.

PROPEX INC: Committee Wants Rule 2004 Exam on Lenders
SA FABRICA: Moody's Confirms B2 Ratings with Stable Outlook
ULTRAPAR PARTICIPACOES: Inks Deal to Buy Marketing Biz in Brazil

* BRAZIL: Madeira Energia Gets IBAMA Santo Antonio Plant License


C A Y M A N  I S L A N D S

APACHE AUSTRIA III: Proofs of Claim Filing Is Until Aug. 19
CENTERLIGHT CORE: Proofs of Claim Filing Deadline Is Aug. 19
CENTERLIGHT CORE MASTER: Claims Filing Deadline Is Aug. 19
CIL RHINE: Deadline for Proofs of Claim Filing Is Aug. 20
JMAC LIMITED: Proofs of Claim Filing Deadline Is Aug. 20

NM FUNDING: Filing for Proofs of Claim Deadline Is Aug. 20
PARMALAT SPA: NY Court Dismisses Class Suit vs BoA & Citigroup
RED ORCHID: Deadline for Proofs of Claim Filing Is Aug. 20
SI INVESTMENTS: Proofs of Claim Filing Deadline Is Aug. 20
TURQUOISE II: Deadline for Proofs of Claim Filing Is Aug. 20


C O L O M B I A

QUEBECOR WORLD: Names Jeremy Roberts as Chief Financial Officer
QUEBECOR WORLD: Signs US$45 Mil. Printing Deal Eith Canada Wide


D O M I N I C A N   R E P U B L I C

ALCATEL-LUCENT SA: Extends Tender Offer for Motive Inc.
ALCATEL-LUCENT SA: To Provide Payment Solution to Dialog Telecom


E L  S A L V A D O R

SBARRO INC: Posts US$5 Million Net Loss in Quarter Ended June 29


G U A T E M A L A

BRITISH AIRWAYS: Inks Biz Deal With Iberia and American Airlines


J A M A I C A

CABLE & WIRELESS: Jamaican Unit Posts US$27.4MM Loss in 2nd Qtr.


M E X I C O

BEARINGPOINT INC: June 30 Balance Sheet Upside-Down by US$423MM
DURA AUTOMOTIVE: Has US$100 Mln of Inventories to Cull, CEO Says
FRONTIER AIRLINES: Can Amend Sale Deal With Verulamium Finance
FRONTIER AIRLINES: Court Approves Sale/Leaseback Deal With GECAS
FRONTIER AIRLINES: Court Moves Plan Filing Period to February 4

FRONTIER AIRLINES: Court OKs US$30MM Sec. Superpriority DIP Deal
JETBLUE AIRWAYS: To Add Mexico-Florida Flights on December 18
SEMGROUP LP: Wants to Hire Blackstone as Investment Banker
SEMGROUP LP: Owes More Than US$8 Million to Oil Vendors
SEMGROUP LP: US$150MM "Secret" Loan From Hedge Funds Ominous


P U E R T O  R I C O

MAXXAM INC: J. Kent Friedman Resigns as General Counsel


U R U G U A Y

ABN AMRO: Moody's Reviews B2 Deposit Rating for Likely Upgrade
BANCO BILBAO: S&P's BB- Rating Lift Reflects Improved Financials
BANCO ITAU: Moody's Puts B2 Rating on Review for Likely Upgrade
BANCO SANTANDER: Moody's Reviews B2 Rating for Possible Upgrade
CITIBANK (URUGUAY): Improved Financials Prompt S&P's BB- Rating

CREDIT URUGUAY: Moody's Reviews B2 Rating for Possible Upgrade
DISCOUNT BANK: S&P's BB- Rating Shows Improvement in Financials
LLOYDS (URUGUAY): Moody's Reviews B2 Rating for Likely Upgrade


T R I N I D A D  &  T O B A G O

HINDU CEDIT: Charles Mitchell Unfair to Firm, Says Farid Scoon
HINDU CREDIT: Clients Mull Legal Action Against Charles Mitchell


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Begins Tender Offer for Petrozuata Bonds

* BOND PRICING: For the Week August 11 - August 15, 2008




                         - - - - -


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

AEROLINEAS ARGENTINAS: Renationalization News Untrue, Says Jaime
----------------------------------------------------------------
National Transport Secretary Ricardo Jaime said that reports of
Aerolineas Argentinas' renationalization are false, adding he
would present documents proving the allegations as untrue,
Buenos Aires Herald reports.

According to Buenos Aires Herald, the claims were published in
Tuesday's edition of the business newspaper Ambito Financiero.  
The matter involves the renationalization of Aerolineas
Argentinas and sister company Austral and who will pay out the
companies' US$740 million dollars massive debt in the case of
Aerolineas.

The Herald relates that Mr. Jaime was shocked by the false
report, stating that the alleged secret deal "is just a
preliminary draft on the financial feasibility of an agreement
whereby the shareholding stock would be redistributed; (the
document) has nothing to do with the renationalization issue.  
There's no secret about this agreement, either.  It was signed
on May 15 between Air Comet (part of the Marsans group),
Interinvest (a US asset management firm) and Federal Planning
Minister Julio De Vido,"

Aerolineas Argentinas is controlled by Spanish tourism group
Marsans, which purchased the airline in 2001 when the Argentine
company was bankrupt.  Aerolineas Argentinas has 80% of the
domestic flights in Argentina.

Aerolineas Argentinas is behind on the payment of its June 2008
salary and other benefits.  The airline has been facing protests
and complaints about poor service.  It was forced to run under
state-controlled fares.  Despite subsidized jet fuel, it has
accumulated growing debts.  Aerolineas Argentinas declared
operating losses of US$100 million in the first half of the
year.

Aerolineas Argentinas had financial problems in the past.  As
reported in the Troubled Company Reporter on June 15, 2000,
Aerolineas Argentinas needed a US$650 million capital injection
and sweeping cost cuts to save it from bankruptcy.  Aerolineas'
biggest shareholder covered a bulk of its losses, which Spanish
sources put at US$300 million in 2000.  Aerolineas Argentinas
also defaulted on a US$50 million bonds due on Dec. 23, 2003.
In 2005 the airline admitted the possibility of letting
Argentine partners into the company.  Earlier in 2008, Marsans
reached a preliminary accord to reduce its stake in Aerolineas
Argentinas to 35% from 95% including a local private investor
(35%) and greater participation of the Argentine state and
provinces.


ALITALIA SPA: Intesa Sanpalo Recommends Lufthansa as Partner
------------------------------------------------------------
Intesa Sanpaolo S.p.A., the Italian government's adviser for the
sale of its 49.9% stake in Alitalia S.p.A., has recommended
Deutsche Lufthansa AG as a strategic partner for the loss-making
national airline, Bloomberg News reports citing Il Sole 24 Ore.

Il Sole cites banking sources as saying that Lufthansa will be
approached mid-August about its interest in an alliance in
Alitalia.  

As reported in the TCR-Europe on March 12, 2008, Lufthansa Chief
Executive Wolfgang Mayrhuber said the carrier is not interested
in acquiring Alitalia.  Mr. Mayhuber stressed that though
Lufthansa is planning to participate in mergers in Europe's
airline industry, it was not at the time eyeing Alitalia.

According to Il Sole, Lufthansa is preferred over French rival
Air France-KLM SA.

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.


CALARCA SA: Files for Reorganization in Buenos Aires Court
----------------------------------------------------------
Calarca SA has requested for reorganization approval after
failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Calarca 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. 7 in Buenos Aires.  Clerk No. 14 assists the court
in this case.

The debtor can be reached at:

                Calarca SA
                Guamini 4689
                Buenos Aires, Argentina


GRAN TIERRA: To Retain Argentine Assets on Low Oil Prices
---------------------------------------------------------
Gran Tierra Energy Inc. Chief Executive Officer, Dana Coffield,
said in a conference call that the company is keeping its
Argentine assets in reference to the low oil prices in the
region, Business News Americas reports.

BNamericas quotes the CEO as saying, "In Argentina, the federal
government controls the price of oil, gas and refined products
and investments in Argentina are obviously not as attractive as
those in Colombia or other parts of the world."

According to BNamericas, Mr. Coffield added that Argentina has a
substantial potential saying, "At this time, it doesn't make
sense to pursue them given the current fiscal structure.  But we
expect at some point in future the situation to change and
improve given Argentina is now a net natural gas importer and
will soon be a net oil importer."

Gran Tierra is maintaining its interests in the country
operating seven of eight Argentine blocks, BNamericas notes.

"We have a very large prospective land position there, which we
hope to capitalize on in future.  But at this time, we are
retaining our position with the expectation the fiscal
environment will improve," Mr. Coffield told BNamericas.

                    About Gran Tierra Energy

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

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

                      Successive Net Losses

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

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


PATAGONIA WINES: Files for Reorganization in Buenos Aires Court
---------------------------------------------------------------
Patagonia Wines & Foods SA has requested for reorganization
approval after failing to pay its liabilities on July 15, 2008.

The reorganization petition, once approved by the court, will
allow Patagonia Wines 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. 11 in Buenos Aires.  Clerk No. 22 assists the court
in this case.

The debtor can be reached at:

                Patagonia Wines & Foods SA
                Avenida de Mayo 1123
                Buenos Aires, Argentina


PLAYAS ARGENTINAS: Trustee Verifies Claims Until Oct. 14
--------------------------------------------------------
Jacobo Luterstein, the court-appointed trustee for Playas
Argentinas SA's bankruptcy proceeding, will be verifying
creditors' proofs of claim until Oct. 14, 2008.

Mr. Luterstein will present the validated claims in court as  
individual reports.  The National Commercial Court of First
Instance No. 5 in Buenos Aires, with the assistance of Clerk
No. 9, 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 Playas Argentinas 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 Playas Argentinas's
accounting and banking records will be submitted in court.

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

The debtor can be reached at:

                     Playas Argentinas SA
                     Hipolito Yrigoyen 860
                     Buenos Aires, Argentina

The trustee can be reached at:

                     Jacobo Luterstein
                     Rodriguez Pena 694
                     Buenos Aires, Argentina


* ARGENTINA: Moody's Revises Outlook to Stable From Positive
------------------------------------------------------------
Moody's Investors Service has changed the outlook on Argentina's
B3 foreign- and local-currency government bond ratings to stable
from positive.  At the same time, Moody's changed the outlook on
both Argentina's Caa1 foreign-currency bank deposit ceiling and
B2 foreign-currency bond ceiling to stable from positive.

The revised outlooks reflect the reduced likelihood of an
upgrade given the heightened political volatility and
contentiousness that has buffeted Argentina in recent months.   
Moody's believes that elevated political uncertainties are
increasingly constraining the policy environment, exacerbating
concerns about Argentina's ability to manage potential economic
or fiscal shocks.

Although credit metrics in Argentina have improved in recent
years, a slowing economy and high inflation rate pose stiff
fiscal and political challenges.  With political debate having
polarized in recent months, reaching a consensus on how to
address policy challenges has become increasingly difficult, the
rating agency says.

GDP growth is likely to slow this year, which should adversely
affect budget revenue and the currently small budget surpluses.
Fiscal spending has risen very rapidly in recent years.

"If revenues fail to keep up with spending, the government has
little political leeway to sustain budget surpluses by cutting
expenditures," says Moody's Gabriel Torres, a Vice President and
Senior Analyst.  "At the same time, inflation is exacerbating
political tensions, and a lack of credible official data on
inflation raises questions about the government's ability and
willingness to pay its debt," Mr. Torres added.

The current B3 ratings fully reflect Argentina's weak payment
capacity, says Moody's.  Given the country's high foreign
exchange liquidity, however, further downward ratings pressure
is unlikely in the short term.


* BUENOS AIRES: Moody's Shifts Outlook to Stable From Positive
--------------------------------------------------------------
Moody's Investors Service has changed the foreign currency
rating outlook to stable from positive, for two local
governments in Argentina.  The action is prompted by a similar
outlook change for Argentina's B2 foreign currency country
ceiling for bonds.

The governments and ratings affected are:

City of Buenos Aires foreign currency bonds rated B2 (Global
Scale) and Aa3.ar (Argentina National Scale) now have an outlook
that is stable, lowered from positive.  The outlook for the
City's domestic currency issuer ratings of B1 (Global Scale) and
Aa2.ar (National Scale) is not affected and remains stable
reflecting Moody's expectation that the city will continue with
budget policies and practices needed to maintain fiscal
flexibility in a challenging environment.

Province of Mendoza foreign currency bonds due September 2018
rated B2 (Global Scale) and Aa3.ar (National Scale) now also
have a stable outlook, lowered from positive.  Similarly, the
outlook for the province's domestic currency issuer ratings of
B1 (Global Scale) and Aa3.ar (Argentina National Scale) remains
stable, reflecting the better operating margins, lower debt
ratios and improving labor market conditions in recent years,
balanced by continuing economic uncertainty and spending
pressures.

Foreign currency ratings for regional and local governments are
constrained by Argentina's foreign currency country ceiling for
bonds, now B2, stable outlook.


* MENDOZA PROVINCE: Moody's Shifts FC Rating Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has changed the foreign currency
rating outlook to stable from positive, for two local
governments in Argentina.  The action is prompted by a similar
outlook change for Argentina's B2 foreign currency country
ceiling for bonds.

The governments and ratings affected are:

City of Buenos Aires foreign currency bonds rated B2 (Global
Scale) and Aa3.ar (Argentina National Scale) now have an outlook
that is stable, lowered from positive.  The outlook for the
City's domestic currency issuer ratings of B1 (Global Scale) and
Aa2.ar (National Scale) is not affected and remains stable
reflecting Moody's expectation that the city will continue with
budget policies and practices needed to maintain fiscal
flexibility in a challenging environment.

Province of Mendoza foreign currency bonds due September 2018
rated B2 (Global Scale) and Aa3.ar (National Scale) now also
have a stable outlook, lowered from positive.  Similarly, the
outlook for the province's domestic currency issuer ratings of
B1 (Global Scale) and Aa3.ar (Argentina National Scale) remains
stable, reflecting the better operating margins, lower debt
ratios and improving labor market conditions in recent years,
balanced by continuing economic uncertainty and spending
pressures.

Foreign currency ratings for regional and local governments are
constrained by Argentina's foreign currency country ceiling for
bonds, now B2, stable outlook.



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

BLUEPOINT RE: Files for Chapter 15 Bankruptcy Protection
--------------------------------------------------------
BluePoint Re, Ltd., sought for Chapter 15 bankruptcy protection
before the United States Bankruptcy Court for the Southern
District of New York (Bankr. S.D. N.Y. 08-13169) on
Aug. 13, 2008.  John C. McKeena, the Debtor's provisional
liquidator, filed the Chapter 15 petition on BluePoint's behalf.

Based in Bermuda, 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.

The Debtor principally reinsures financial guarantees of public
finance and asset-backed debt obligations insured by monoline
financial guaranty companies.  This insurance was provided
through treaties and facultative agreements.  The reinsurance
generally provided for guarantees of scheduled principal and
interest payments on an issuer's obligation in accordance with
the obligor's original payment schedule.

In addition to providing reinsurance to monoline bond insurers,
the Debtor also sold credit default protection on asset-backed
securities, and other credit risks, via credit default swaps
using standard documentation and confirmations.

On Aug. 7, 2008, the Debtor requested and obtained an order from
the Supreme Court of Bermuda to be wound up pursuant to the
Bermuda Companies Act of 1981.  The Court also appointed
Mr. McKeena as the Debtor's provisional liquidator on the same
day.


GEARBULK HOLDING: Moody's Withdraws Ba2 and Ba3 Credit Ratings
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Gearbulk
Holding Limited for business reasons.  Moody's added that the
ratings were withdrawn at the request of Gearbulk.  The issuer
has no rated debt outstanding.  For additional information,
please refer to Moody's Withdrawal Policy on Moodys.com.

These  ratings were withdrawn by Moody's:

   -- Ba2 Corporate Family Rating;
   -- Ba2 Probability of Default Rating; and
   -- Ba3 Issuer Rating.

Gearbulk Holding Limited, incorporated in Bermuda, is 60% owned
by the Jebsen family and 40% by Mitsui O.S.K. Lines of Japan,
and operates specialized dry bulk vessels primarily serving the
forest products and nonferrous metals markets.  In 2007, the
company had total consolidated revenues for about
US$1.2 billion.



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

BANCO INDUSVAL: Reports BRL39.0BB Net Profit in First Six Months
----------------------------------------------------------------
Banco Indusval S.A.'s net profit (excluding nonrecurring initial
public offering expenses) increased 124.3% to BRL39.0 million in
the first half of 2008, compared to the same period last year,
with the return on average equity of 19.4%.

Average equity in the first half of 2008 was BRL419.8 million,
compared to BRL151.3 million in the first half of 2007.  
Operating profit increased by 105.0%, while income from
financial intermediation grew by 83.5%, proving better
efficiency.  In the second quarter 2008, net profit totaled
BRL22.3 million, up 168.7% compared to the same period last year
(excluding initial public offering expenses).  Return on average
equity was 22.7%.  

Banco Indusval's 11 branches, including the headquarters in Sao
Paulo, and the new retail financing operation totaled a
loan portfolio of BRL1.7 billion, up 86.0% compared to June
2007.

Total deposits grew by 60.3% in relation to June 2007, reaching
BRL1.1 billion, which, added to the foreign trade funding and
the local loans and onlending resources, totaled BRL1.5 billion
funding in June 2008, up 71.3% higher compared to the same
period last year.

Income from financial intermediation was BRL114.0 million in the
second quarter of 2008, up 88.7%, mainly due to the 86.0% growth
in the loan portfolio during the period.  Loan operations
accounted for 65.3% of these revenues, while securities
accounted for 27.7% and trade finance 7.0%.  In the first half
of 2008, this income stood at BRL222.2 million, up 94.4% over
BRL114.3 million in the same period last year.

Income from loan operations in the second quarter of 2008 was
BRL74.4 million, up 93.2% year on year, driven mainly by the
growth in the loan portfolio in Brazilian real, which expanded
by 87.8% year on year while maintaining attractive rates.  

Revenue from loans and discounted bills in Brazilian real
(BRL71.4 million) represented 96.0% of total income, and grew by
91.4% in the quarter.  The loan portfolio includes import
financing (income of BRL0.8 million), BNDES onlending operations
(BRL1.2 million), and vehicle financing (BRL0.4 million).  

In the first half of 2008, income from loan operations totaled
BRL140.3 million, up 87.3% year on year, led by income from loan
operations and discounted bills denominated in Brazilian real,
which accounted for 95.4% of this amount.

In the second quarter of 2008, foreign exchange operations were
basically from our Trade Finance portfolio (excluding Import
Financing operations, which are booked under Loan Operations),
registered growth of 42.9%, from BRL5.6 million in second
quarter 2007 to BRL8.0 million this quarter.  In the first half
of 2008, this amount was BRL25.2 million, up 142.3% over the
BRL10.4 million in the same period last year, despite the 17.4%
depreciation of the U.S. dollar against the Brazilian real in
the period.

Income from securities operations in the quarter was
BRL31.6 million, up 93.9% year on year, driven mainly by the
larger cash position and higher volume of short-term financial
investments, mainly in government bonds.

In the first half of 2008, income from Securities Operations
stood at BRL56.7 million, up 95.5% year on year.

Financial intermediation expenses rose 83.3%, from
BRL34.7 million to BRL63.6 million in second quarter 2008.  
Money market funding accounted for 80.7% of these expenses,
while expenses with loans and onlending accounted for 7.7% and
allowance for loan losses for 11.3%.

In first half of 2008, Expenses with Financial Intermediation
totaled BRL126.6 million, up 103.5% compared to the
BRL62.2 million recorded in the first half of 2007.

Money market operations expenses, the item with the highest
share in financial intermediation expenses, are related to the
loan operations denominated in Brazilian real and to the
increase in government bonds position.  In second quarter 2008,
expenses with money market funding increased by 96.6%, from
BRL26.1 million to BRL51.3 million, caused mainly by the 163.4%
increase in repurchase operations and the 56.3% variation in
expenses with time deposits.

Market funding expenses stood at BRL91.5 million in first half
of 2008, up 88.7% year on year, mainly due to the 173.9%
increase in repurchase operations, from BRL15.7 million in first
half of 2007 to BRL43.0 million in 2008.  Time deposit
expenses increased by 45.1% in the period and totaled
BRL42.8 million up to June 2008.

Foreign loan expenses, linked to the trade finance portfolio,
accounted for 65.3% of the total of BRL 4.9 million in the
quarter.  Expenses with BNDES' onlending operations (under the
Finame and BNDES automatic financing lines) totaled
BRL1.7 million, accounting for 34.7% of the expenses with loans,
assignments and onlending.  In second quarter 2008, the bank
also has the real-denominated funding operations via loan
portfolio assignment with recourse, in the domestic loans line,
which accounted for 14.3% of these expenses.  Expenses with
loans, assignments and onlending increased by 69.0% in second
quarter 2008 due to the growth of the loan portfolio in real.

The foreign loan balance was BRL326.0 million in second quarter
2008 versus BRL198.5 million in second quarter 2007 (+64.2%).  
In the six-month period ended on June 30, 2008, expenses with
loans, assignments and onlending totaled BRL20.1 million, up
258.9% versus the BRL5.6 million in the same period last year.

Income from Derivative Financial Instruments was a loss of
BRL0.2 million in the quarter and BRL0.9 million in the first
half of 2008.  

Expenses with allowance for loan losses increased by 84.6%, from
BRL3.9 million to BRL7.2 million in second quarter 2008, mainly
due to the growth of the loan portfolio in the period (+86.0%)
and a lengthening of the average terms from 268 days in June
2007 to 320 days in 2008.  Longer operations changed the
composition of guarantees, increasing the share of properties
and vehicles with the impact on rating and, consequently,
provisions.  The balance of provisions remained at 2.2% of the
loan portfolio.

The ratio of non-performing loans to loan portfolio dropped by
0.2 percentage points, from 1.2% in first quarter 2008 to 1.0%
this quarter.  

Gross profit from financial intermediation totaled
BRL50.5 million in second quarter 2008, 95.7% above the
BRL25.8 million registered in the same period in 2007.

In the first half of 2008, gross profit was BRL95.6 million with
an 83.5% growth year on year.  This result is due to the
successful implementation of the bank's expansion strategy and
the ability to increase its funding resources, both in local and
foreign currency, considering the reduction in foreign and
domestic liquidity demanding compulsory deposits for banks
operating leasing portfolios, in addition to the increase in the
basic interest rate.  This reduction in liquidity resulted in
increased funding spreads both local and foreign currency.
However, it was possible to transfer this increase in costs to
loan operations even resulting in higher spreads.

Net operating expenses rose 58.7%, from BRL12.6 million in
second quarter 2007 to BRL20.0 million this quarter.  In the
first half of 2008, net operating expenses came to
BRL37.3 million, up 57.4% when compared to the same period last
year (excluding nonrecurring initial public offering expenses,
which were fully provisioned in the second quarter of 2007).

Financial intermediation result increased by 95.7% in the period
reflecting the significant revenue growth and positively
influencing the efficiency ratio.  Income from services rendered
grew from by 82.1% to BRL7.1 million in the quarter, from
BRL3.9 million in second quarter 2007, mainly due to the
increase of 96.2% in the income from stock brokerage operations,
which represented 71.6% of the total income from services
rendered in the quarter.  Also contributing to this result was
the income from collection fees, which accounted for 14.1% of
service income, and grew by 52.3% in the period.

In first half of 2008, income from services rendered totaled
BRL13.5 million, up 92.9% year on year, with stock brokerage and
collection operations once again accounting for the biggest
share.

Personnel expenses totaled BRL14.3 million in the quarter, a
62.5% increase, due to the increase in the number of employees
from 279 to 406 at the close of June 2008, as a result of the
expansion in the bank's operations and, mainly, due to the
transfer of part of management compensation from the account
"Contributions and Profit-sharing" to the account "Management
Fees", from this quarter.  These changes impacted the line
"Payroll Charges", which increased from BRL1.8 million in second
quarter 2007 to BRL2.9 million in June 2008.  In first half of
2008, personnel expenses totaled BRL26.1 million, versus
BRL16.7 million in 2007.

Other administrative expenses rose 92.2% in the quarter to
BRL9.8 million, from BRL5.1 million in second quarter 2007
(excluding initial public offering expenses).  These mainly
pertained to outsourced services, specialized technical services
and financial system services that basically refer to legal,
audit, consultancy, financial system service providers
and acquisition of information technology systems, as a result
of the investments to improve the systems and controls, and the
natural growth in operations.  In first half of 2008,
administrative expenses totaled BRL18.5 million, up 86.9% over
the same period last year (excluding initial public offering
expenses).

Operating Profit was BRL30.4 million in second quarter 2008, an
increase of 133.8% over the BRL13.0 million in second quarter
2007. The operating profit of first half of 2008 was
BRL58.2 million, up 105.0% on the BRL28.4 million in the same
period last year.

Headquarterered in Sao Paulo, Brazil, Banco Indusval S.A. --
http://www.indusval.com.br-- holds commercial and foreign
exchange portfolios and operates other transactions related to
security brokers.  The bank focuses on credit products and
personalized services tailored to the financial needs of the
middle market.  Its credit operations are offered in foreign or
local currency.  Structured payment operations are offered to
the agribusiness sector.  The bank operates in four important
Brazilian centers in Campinas, Curitiba, Belo Horizonte and
Goiania.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 18, 2008, Standard & Poor's Ratings Services affirmed its
'B+/B' counterparty credit rating on Banco Indusval S.A.  S&P
said the outlook is revised to positive from stable.


LA BOLIVIANA: Moody's Upgrades Global IFS Rating to B1 From B2
--------------------------------------------------------------
Moody's Investors Service has upgraded the global local-currency
(GLC) insurance financial strength ratings of La Boliviana
Ciacruz de Seguros y Reaseguros to B1 from B2, and has affirmed
the companies' Aa2.bo national scale IFS ratings.  Both ratings
have a stable outlook.  La Boliviana are 51%-owned by
Switzerland-based Zurich Financial Services.

According to Moody's, the GLC rating upgrades primarily reflect
the companies' improved fundamentals, as reflected by their good
market position, brand recognition and reputation, and their
relatively strong and sustained financial profiles in comparison
with other Bolivian insurers.  In 2007, La Boliviana ranked
second among the eight property/casualty insurers with a market
share of approximately 27%.

Expanding on its rationale for the rating upgrades, Moody's
noted that La Boliviana has improved its efficiency -- as
reflected in a decreasing underwriting expense ratio over the
past five years, while sustaining profitable underwriting
margins and stable gross underwriting leverage.

Moody's regards La Boliviana as benefiting from a certain degree
of parental support from Zurich Financial Services with respect
to product design, underwriting, staff training, as well as
internal reporting and controls.   Furthermore, the use of the
"Zurich" brand in the local life operating subsidiary is an
important factor in terms of market reputation and growth
potential.

Offsetting these strengths, however, is La Boliviana's exposure
to underwriting volatility arising from its relatively high risk
retention policy -- in comparison with many of its peers --
reflecting the relatively high attachment points of its
reinsurance agreements.  Moody's also noted that both companies
have significant investment risks - common to all Bolivian
insurers - arising from their concentrated investments in
Bolivian sovereign bonds and Bolivian bank deposits, both of
which have a non-investment-grade credit profile, and that also
significantly constrains capital strength when viewed on a risk-
adjusted basis.  Investment policy is mandated by local
regulatory guidelines; therefore, local insurers have limited
flexibility with respect to portfolio composition.

La Boliviana reported net written premiums of BOB74 million for
the first six months of 2008, and shareholders' equity of
BOB77.1 million as of June 30, 2008.

Based in La Paz, Bolivia, La Boliviana Ciacruz de Seguros y
Reaseguros is a property-and-casualty insurer and underwrites
insurance coverages for both personal and commercial lines,
including fire, general liability, motor, and transportation.


ZURICH PERSONALES: Moody's Lifts Global IFS Rating to B1 From B2
----------------------------------------------------------------
Moody's Investors Service has upgraded the global local-currency
insurance financial strength  ratings of Zurich Boliviana
Seguros Personales to B1 from B2, and has affirmed the company's
Aa2.bo national scale IFS ratings.  Both ratings have a stable
outlook.  Zurich Personalesis 51%-owned by Switzerland-based
Zurich Financial Services.

According to Moody's, the GLC rating upgrades primarily reflect
the companies' improved fundamentals, as reflected by their good
market position, brand recognition and reputation, and their
relatively strong and sustained financial profiles in comparison
with other Bolivian insurers.  In 2007, Zurich Personales was
the third largest among the six Bolivian life insurers, with a
market share of approximately 20%, based on premiums, whereas La
Boliviana ranked second among the eight property/casualty
insurers with a market share of approximately 27%.

Expanding on its rationale for the rating upgrades, Moody's
noted that Zurich Personales has consistently maintained an
extremely strong capital position relative to other local
insurers, along with improving profitability and good product
diversification.  

Moody's regards Zurich Personales as benefiting from a certain
degree of parental support from Zurich Financial Services with
respect to product design, underwriting, staff training, as well
as internal reporting and controls.   Furthermore, the use of
the "Zurich" brand in the local life operating subsidiary is an
important factor in terms of market reputation and growth
potential.

Moody's also noted that Zurich Personales has significant
investment risks -- common to all Bolivian insurers -- arising
from their concentrated investments in Bolivian sovereign bonds
and Bolivian bank deposits, both of which have a non-investment-
grade credit profile, and that also significantly constrains
capital strength when viewed on a risk-adjusted basis.  
Investment policy is mandated by local regulatory guidelines;
therefore, local insurers have limited flexibility with respect
to portfolio composition.

Zurich Personales is a medium-sized life insurer in the Bolivian
market, and focuses primarily on underwriting life insurance
policies for both individuals and corporations.  The company
distributes its policies through multiple sales channels,
including independent agents, bancassurance, and direct sales,
and it is a leading company in the development of microinsurance
in the country.

Based in La Paz, Bolivia, Zurich Personales reported gross
written premiums of BOB29.1 million for the first six months of
2008, and shareholder's equity of BOB52.6 million as of June 30,
2008.



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

BANCO NACIONAL: Earns BRL4.1 Billion in 2008 First Quarter
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA, a.k.a.
BNDES, recorded a net income of BRL4.1 billion for the first
quarter of 2008.  This performance was influenced by positive
contributions of shareholding interest results, which achieved
BRL4.8 billion, reflecting an increase of 111.7% as compared
with the first semester of 2007.  The result of biannual
shareholding interest is of BRL2.3 billion.

The income recorded from January to June 2008 - the second
largest in BNDES history throughout a semester - was obtained
despite the reduction of spreads, provided in BNDES new
operational policy last semester.  Basic rates charged in BNDES
loans ranging from 0% to 3%, decreased to 0% to 1.8%.

The result observed in the first two months of 2008 is aligned
with the one recorded for the same period of 2007,
BRL4.4 billion, when BNDES had an outstanding performance
benefited by non-recurrent events.  That is, unexpected facts
that leveraged the results which did not happen again in the
following months.

Performance in the 2007 fist semester was positively affected by
settlement in advance of financings to export (BRL649 million)
and by the extraordinary reversion to provision of credit risk,
amounting BRL1.2 billion (in comparison with BRL415 million
during the same period of 2008).

One of the most outstanding results was the high quality of
BNDES facility portfolio, with 97.5% of credits ranked in AA and
C levels, considered as low risk credit.  The rate is high,
assuming that the Brazilian Financing System average, in this
category, is 92.1%.

BNDES portfolio quality can also be seen in the small level of
defaults up to June of this year, corresponding to 0.02% of
total loans granted. The balance of the Allowance for Credit
Risk totaled BRL3.9 billion, corresponding to 103.79 times the
portfolio, pointing out that the amount allocated is quite
enough to cover any losses with defaulting credits.

BNDES credit operations grew BRL15 billion in 6 months, reaching
BRL181.7 billion in June 2008.  This growth is aligned to the
best loan disbursements in the period -- BRL72 billion -- from
July 2007 to June 2008.  In December 2007, credit operations
totaled BRL168.8 billion.

BNDESPAR shareholding interest portfolio grew 11.1% as compared
to December 2007, reaching BRL21 billion on June 30, 2008.  In
the first semester, the market value of this portfolio reached
BRL86.7 billion, exceeding by 313.4% its book value.

BNDES shareholders' equity at the end of the six months of 2008
totaled BRL28.8 billion.  Such result, according to the rules of
the Central Bank, increases BNDES reference capital for
BRL47.8 billion (BRL41.5 billion in 2007).

The reference capital is critical, as it is the basis used by
the Central Bank to set up preventive limits that must be
followed by all financial institutions.  Due to this reason,
BNDES depends on this value to calculate its operation limits
with the public sector, foreign exchange exposure, permanent
investments and even loan limits.

That is, the higher is the Bank's reference capital, the higher
will be loans disbursements.  In 2002, BNDES reference capital
was BRL18.5 billion, reached BRL23.5 billion in 2005 until it
increased by two-fold in June 2008.

Profitability on average shareholders' equity reached 15.4%
between January and June 2008, below 20.8% obtained in the same
months of 2007.  Such decrease is mainly due to the positive
increase in the shareholders' equity, which serves as a
denominator for this calculation.

Assets and liabilities -- Total BNDES assets totaled BRL222.8
billion on June 30, 2008, reflecting a 9.9% growth as compared
to the bottom line as of Dec. 31, 2007.  From the total assets,
79.8% is represented by the net portfolio of loans and
disbursements, which is lower than the 81.2% recorded at the end
of last year.  In terms of long-term credit portfolio volume,
BNDES is still the leader among the Brazilian financial
institutions.

                        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 NACIONAL: Okays BRL1.2 Bil. Financing for Cia. Brasileira
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA, a.k.a.
BNDES, has approved financial support of BRL1.2 billion for
Companhia Brasileira de Energia Renovavel (Brenco) to implement
the Alto Taquari-Mineiros Plant, consisting of four sugarcane
processing units and crops, in the cities of Alto Taquari, Costa
Rica and Mineiros.  The project will provide 8.4 thousand direct
jobs in crop planting and harvest will be solely made by
mechanical means.

Altogether, the units will have an installed milling capacity of
15 million tons of sugarcane per crop, producing 1.4 million
cubic meters of ethanol and may export up to 220 megawatts of
electric power.  Two of which are expected to be started up by
2009 and two others in 1010.

Part of the project will be directly funded by BNDES and another
one will be transferred by means of a pool of banks.  Total
investments amount to BRL1.8 billion, split into the industrial,
agricultural and energy production areas.  BNDES funds to Brenco
also include funding to environmental and social projects,
involving the community around the units.

The best features of the project supported by BNDES include
acquisition of national equipment, in the amount of
BRL880 million, creation of 8.4 thousand direct jobs and 100%
mechanical harvest.  The units will work during the harvest in
three shifts of eight hours each.

Additionally, the project involves the construction of units in
new crops and large scale production.  Brenco adopts corporate
governance practices and is focused on the production of ethanol
and electricity, two sources of renewable energy under the
government's priority.

Several countries start to think in a new, cleaner and renewable
energy matrix, due to several factors, such as skyrocketing oil
prices, the conflicts in the main producing areas and
perspective of shortage of product still in this century, plus
the need to establish programs to cut emissions of greenhouse
effect gases.

Brasil outstands in the international scenario due to its 30-
year experience in the use of bioetanol as am alternative source
of clean fuel, holding special features that assure competitive
edges against the other producers.

Such fact delivers an opportunity to reach a stable position as
supplier of renewable energy for the domestic and internal
market.  Brazil has been increasing its domestic market of
alcohol consumption by increasing the fleet of flex-fuel
vehicles.

Within this context, projects like Brenco's, which involve large
production scale with low costs, focused on ethanol and
cogeneration of energy, have been increasingly common in BNDES
operations portfolio.  Bank disbursements for the sugarcane
sector, amount to BRL10 billion since 2004 up to July 2008, have
been huge.

                        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.


BURGER KING: Launches 1000th Restaurant in Brazil
-------------------------------------------------
Burger King Corp. reported that it now has 1,000 restaurants
open in the Latin America and Caribbean region.  BURGER KING(R)
restaurants now operate in 27 countries across the region and
have realized 15 years of positive comparable sales growth.  
Most recently, the BURGER KING(R) brand surpassed its closest
competitor in Mexico in total number of restaurants making it
the region's 17th country to successfully attain market
leadership.

The region's 1,000th restaurant opening took place in Rio de
Janeiro, Brazil in June 2008 with franchisee Emilio Westermann.  
Westermann has a development agreement to open an additional 30
restaurants in Brazil over the next five years.

"The Latin America and Caribbean region's strategy has always
focused on delivering clear, tangible and profitable results by
providing our guests a superior dining experience over the
competition," said Armando Jacomino, president of Burger King
Corp.'s Latin America & Caribbean operations, "Jointly, with our
franchise and company restaurants, we are confident that we will
continue to gain market leadership.  We will grow our brand by
offering quality products and exceptional service with
increasing convenience as we pursue significant restaurant
development opportunities throughout the region," Mr. Jacomino
stated.

Much of the BURGER KING(R) brand's recent restaurant expansion
can also be attributed to new market entries in Colombia,
Curacao, Suriname and Uruguay and the further development of
existing markets such as Mexico, Brazil and the Southern Cone.

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

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

                          *     *     *

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

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


CAIXA ECONOMICA: Reports BRL2.5BB Net Income in First Six Months
----------------------------------------------------------------
News daily Gazeta Mercantil reports that Caixa Economica
Federal's net income increased 53.5% to BRL2.5 billion in the
first half of 2008, compared to the same period in 2007.

According to Gazeta Mercantil, Caixa Economica's net income in
the first half of 2008 is the same in the end of 2007.  

Caixa Economica's assets totaled BRL264.4 billion, Gazeta
Mercantil states.

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

                        *    *    *

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


COMPANHIA NACIONAL: Net Income Ups 34% to BRL1 Bil. in 2Q 2008
--------------------------------------------------------------
Companhia Siderurgica Nacional has reported its results for
the second quarter of 2008:

  -- Second-quarter net revenue totaled BRL3.6 billion, a
     quarterly record, 17% up on the previous three months and
     19% up year-on-year.  First-half net revenue stood at
     BRL6.6 billion, also a new record, 21%, or more than
     BRL1.1 billion more than in the same period in 2007;

  -- Second-quarter EBITDA of BRL1.7 billion, another quarterly
     record, was 33% up on the BRL1.3 billion recorded in the
     first quarter 2008 and second quarter 2007.  EBITDA in the
     first six months reached BRL3 billion, yet another record
     and a 30% year-on-year improvement;

  -- In second quarter 2008, the parent-company and consolidated
     EBITDA margin stood at 50% and 48%, respectively, up by 5
     p.p. and 6 p.p. over the first quarter 2008 and by 1 p.p.
     and 5 p.p. over the second quarter 2007.  The company has
     consistently recorded EBITDA margins of above 40% for more
     than 7 years;

  -- Gross profit totaled BRL1.7 billion in the second quarter
     2008 and BRL2.9 billion in the first half of 2008, both of
     which also new records;

  -- In the second quarter 2008 alone, net income exceeded
     BRL1 billion, 34% higher than the previous quarter.  In the
     first half 2008, net income reached BRL1.8 billion, the
     best six-month result in the Company's history, 5% up on
     the same period last year;

  -- The net debt/EBITDA ratio closed the second quarter 2008 at
     0.91, despite the payment of BRL2.1 billion in dividends
     and interest on equity since the beginning of the year.

The full second quarter 2008 Earnings Release is available on
the company's IR Web site at http://www.csn.com.br/ir.

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

                        *     *     *

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


DELPHI CORP: Inks Pact With Beck Aluminum to Sell K-Alloy
---------------------------------------------------------
Delphi Corp. disclosed a strategic licensing agreement with Beck
Aluminum to produce and market Delphi's patented corrosion-
resistant K-Alloy(TM).

The agreement is designed to improve the competitiveness of the
product through increased availability at attractive prices.  
The Delphi agreement with Beck Aluminum helps simplify the
process to gain access to the patented material.

"We are excited to announce this new relationship with Beck
Aluminum," Timothy Forbes, Delphi director of commercialization
and licensing, said.  

"Our new strategic licensing agreement will allow us to
significantly increase the adoption of this outstanding alloy by
increasing the availability to aluminum die casters," Mr. Forbes
added.

Delphi's K-Alloy is an innovative new aluminum die casting alloy
that resists corrosion.  It can eliminate expensive processes
such as anodizing, chromating, powder coating and painting that
are designed to slow corrosion.  

In addition to cosmetic improvements, K-Alloy provides increased
functional durability for aluminum cast components in harsh
environments.

Originally developed to withstand extreme salt corrosion and
temperatures, vibration and shock experienced in vehicle engine
electronics, K-Alloy aluminum is now currently used or being
tested on products as diverse as sporting goods, outdoor
lighting, furniture, water systems, mail boxes, radios,
communications enclosures and vehicle roof racks.

K-Alloy has been tested to withstand 3,000 hours of salt spray
testing with no metal loss or surface damage.  Other aluminum
alloys would require additional processes and/or coatings to
withstand this harsh environment.

"Beck is ISO certified and has support resources serving an
extensive customer base," Bryan Beck, executive vice president
of Beck Aluminum, said.  "K-Alloy's unique qualities allow Beck
to offer customers a product that will provide them with rugged
durability and more process flexibility."

"We're pleased that we're already producing over 100,000 pounds
of K-Alloy per month at our smelter in Lebanon, Pennsylvania,"
Beck said.  "We have already had inquiries for new programs and
applications that will each require several million pounds of K-
Alloy per year."

Delphi has appointed MDW Technologies LLC as its technical and
licensing representative to broaden its customer base.

                        About Beck Aluminum

Based in Cleveland, Ohio, Beck Aluminum --
http://beckaluminum.com/-- is a distributor of primary aluminum  
alloys in North America.  The company currently supplies
aluminum alloys for more than 700 customer locations in the
U.S., Canada and Mexico.  In addition, Beck Aluminum
International was recently formed by the company to handle their
growing import/export shipments.  Every month Beck Aluminum
sells more than 30 million pounds of aluminum products and
recycles approximately 15 million pounds of scrap.

                         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 US$2,550,000,000 in equity financing to
Delphi.


DELPHI CORP: Ct. Partly Grants Appaloosa's Suit Dismissal Motion
----------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a ruling granting in part
and denying in part, each of the motions of Appaloosa Management
L.P, Harbinger Del-Auto Investment Company Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. and UBS
Securities LLC for the dismissal of the complaints filed against
them by the Debtors, pursuant to Rules 9(b), 12(b)(6) and
(12)(f) of the Federal Rules of Civil Procedure, as incorporated
by Rules 7009 and 7012(b) of the Federal Rules of Bankruptcy
Procedure.

As disclosed in the Troubled Company Reporter on Aug. 7, 2008,
Delphi has accused Appaloosa and other investors of defrauding
the Court by stating that they had every intention of performing
under the Equity Purchase and Commitment Agreement.  Appaloosa,
however, argued that Delphi cannot seek specific performance
because it is currently unable to perform under the conditions-
precedent of the EPCA, including obtaining commitment to its
US$6,100,000,000 debt financing and the completion of the rights
offering.

Judge Drain ruled that:

   *  the motion filed by Appaloosa Management L.P. and A-D
      Acquisition Holdings, LLC is granted to the extent
      of dismissing Delphi's complaint of fraud against
      Appaloosa, pursuant to Federal Rules of Civil Procedure
      9(b)as incorporated in Rule 7009 Federal Rules of
      Bankruptcy Procedure, to the extent it asserts a claim for    
      fraud based on Appaloosa's failure to inform Delphi of the
      facts alleged in the complaint. Judge Drain denies
      Appaloosa's motion in all other respects.

   *  the motions filed by Harbinger Del-Auto Investment
      Company Ltd., Merrill Lynch, Pierce, Fenner & Smith
      Incorporated, Goldman Sachs & Co. and UBS Securities LLC
      are granted to the extent of dismissing the part of
      Delphi's complaint against each of them for:

        (i) Breach of Contract under the Equity Purchase and
            Commitment Agreement to the extent it seeks monetary
            damages from Harbinger, Merrill Lynch, Goldman Sachs
            and UBS in excess of the cap on aggregate liability
            in section 11(b) of the EPCA; and
       
       (ii) Equitable Subordination and Disallowance to the
            extent it seeks relief as against Harbinger, Merrill
            Lynch, Goldman Sachs and UBS.

   *  Harbinger's motion to dismiss Delphi's complaint for
      Breach of contract under the Commitment Letter Agreements
      dated Dec. 10, 2007, is granted to the extent it seeks
      relief from Harbinger or Pardus other than monetary
      damages up to the amount of the cap on aggregate liability
      applicable to Harbinger and Pardus; and

   *  the motions of Harbinger, Merrill Lynch, Goldman Sachs,
      and UBS are denied in all other respects.

                         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 US$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)


GOL LINHAS: Implements New Skies Ticket Sales System
----------------------------------------------------
GOL Linhas Aereas Inteligentes S.A., the parent company of
Brazilian airlines GOL Transportes Aereos S.A. and VRG Linhas
Aereas S.A., has implemented at GTA a new ticket sales system,
New Skies, developed by Navitaire.  The platform will replace
GTA's current system, Open Skies, and will improve the
performance and quality of customer service, in addition to
maximizing the company's distribution channels, particularly its
Internet sales platform.

"GOL has always been committed to offering its customers
innovative solutions.  With New Skies, we'll have the necessary
technology to keep costs low while expanding services and
continuing to grow the Company," explains Wilson Maciel Ramos,
GOL's planning and information technology vice-president.

New Skies is a next generation system of distribution and sale
and was specially designed for fast-growing airline companies
that operate in the low-cost model.  With this tool, the
company's web site will offer more options for GTA's customers,
including a more functional ticket sales interface.  For
example, with the new system, after selecting a departure and
arrival city, customers can now also refine the search by fare
or date.

New Skies also offers additional features for GTA's authorized
travel agencies.  Unlike the previous system, which provided one
password per agency, the new platform allows individual profiles
for each travel agent.  GTA has trained over 7,000 travel agents
on the New Skies system.  Each agency can also designate an
administrator, which allows the agency to manage all tickets
issued by its registered agents.  This ensures increased
security of information submitted through the site.

"In addition to benefitting our customers, New Skies will also
allow the Company to integrate its organization and planning
areas," Mr. Ramos stated.

Among New Skies' benefits for GTA is its unlimited processing
capacity due to the system's architecture and data processing
infrastructure.

Although this new system is based on the "ticketless" concept,
it is able to process code-share and interline agreements with
airlines that issue e-tickets.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 25, 2007, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Gol Linhas Aereas
Inteligentes S.A.  Fitch also affirmed the outstanding US$200
million perpetual bonds and US$200 million of senior notes due
2017 at 'BB+' as well as the company's 'AA-' (bra) national
scale rating.  Fitch said the rating outlook is stable.


JBS SA: Closes US$575 Mln Consent Solicitation With JBS Finance
---------------------------------------------------------------
JBS S.A. and JBS Finance Ltd. has reported the results of their
consent solicitation relating to their US$275 million 9.375%
Senior Notes due 2011 and their US$300 million 10.50% Senior
Notes due 2016 conducted in accordance with JBS's Consent
Solicitation Statement, dated July 31, 2008, which expired at
5:00 p.m. (New York City time) on Aug. 13, 2008.

As of the Expiration Time, JBS received consents from holders
representing a majority of the aggregate principal amount of
2011 Notes and more than two-thirds of the aggregate principal
amount of 2016 Notes.  Accordingly, JBS will execute the related
Supplemental Indentures relating to the Consent Solicitation.

ING Wholesale Banking, Santander Investment and UBS Investment
Bank acted as Solicitation Agents for the Consent Solicitation.
D.F. King & Co was the Information Agent and Tabulation Agent
for the Consent Solicitation.

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

                         *     *     *

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

TCR-Latin America reported on Aug. 4, 2008, JBS S.A. has
incurred a net loss of BRL364.4 million for the three months
ended June 30, 2008, compared to a net loss of BRL38.7 million
for the same period of 2007.


MULIPLAN EMPREENDIMENTOS: Adjusted Income Grows to BRL53.7 Mln.
---------------------------------------------------------------
Multiplan Empreendimentos Imobiliarios S.A. has released its
results for the second quarter of 2008.

                          Highlights:

  -- Net Revenue increased 32.2% to BRL104.1 million year over
     year for the quarter.

  -- Rent revenue grew 26.5%, to BRL68.8 million, boosted by a
     20.7% increase of minimum and overage rent and a 66.7%
     increase in merchandising.

  -- Key money grew 79.4% to BRL8.7 million, as Multiplan's
     efforts to rebalance its portfolio mix at select properties
     resulted in a turnover of 1.5% this quarter and 2.6% for
     the first half of 2008.

  -- NOI increased from BRL48.7 million to BRL64.1 million
     showing growth of 31.5% year over year for the quarter.  In
     addition to the increase noted above, the NOI was further
     enhanced by a margin increase from 82.5% to 83.2%.

  -- Adjusted EBITDA rose 38.2%, from BRL45.5 million to
     BRL62.8 million, showing a significant improvement in
     efficiency (from 57.7% to 60.3%) and in all company's
     activities.

  -- Adjusted FFO increased 49.3% to BRL62 million, the largest
     figure among listed Brazilian Shopping Center companies in
     second quarter 2008.

  -- Adjusted Income increased 48.3% to BRL53.7 million, when
     compared to BRL36.2 million in second quarter 2007.

  -- BRL90.3 million was invested in shopping center
     developments and expansions in second quarter 2008.

  -- Mixed-use project pipeline started with the announcement of
     an office tower project integrated to the coming
     BarraShoppingSul.  It has over BRL70 million in total sell
     out and is planned to be opened in the first half of 2011.
     Multiplan owns a further land bank of 905,198 square meters
     for future projects.

  -- More than 80% of over 800 stores which will be added to the
     shopping centers under expansion and new greenfields
     through 2009, have been pre-leased.  This reflects the
     success of the company's projects and the strength of the   
     company's commercial leasing team.

Headquartered in Rio de Janeiro, Brazil, Multiplan
Empreendimentos Imobiliarios SA -- http://www.multiplan.com.br/  
-- develops, operates, and owns shopping center portfolios in
Brazil, including BHShopping, BarraShopping, RibeiraoShopping,
MorumbiShopping and DiamondMall.  Multiplan specializes in the
prospecting of land plots; planning, development, marketing and
supervision of construction work, and management of the shopping
facilities, as well as its immediate surrounding areas and
parking spaces.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 7, 2008, Standard & Poor's Ratings Services assigned its
'BB' long-term corporate credit rating on Multiplan
Empreendimentos Imobiliarios S.A.  S&P also assigned its 'brAA-'
national scale long-term corporate credit rating to Multiplan.  
S&P's outlook is stable.


PROPEX INC: Committee Wants Rule 2004 Exam on Lenders
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Propex Inc. and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Eastern District of Tennessee to compel the Debtors and the DIP
Lenders to produce certain documents and give deposition
testimonies in relation to a Security Agreement between both
parties.

Judge John C. Cook had authorized Propex Inc. and its debtor-
affiliates, on a final basis, to:

   (i) obtain postpetition secured loans, advances and other
       financial accommodations of up to US$60,000,000, from BNP
       Paribas, as administrative agent, and a syndicate of
       lenders, and

  (ii) use the cash collateral of a syndicate of financial
       institutions arranged by BNP Paribas, as administrative
       agent.

The court also approved certain collateral documents,
accompanying the DIP Credit Agreement, including a security
agreement between the parties.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors of
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to compel the
Debtors and the DIP Lenders to produce certain documents and
give deposition testimonies in relation to a Security Agreement
between both parties.

The committee complains that the Final DIP Order and the
Security Agreement grants the DIP Lenders a lien on only two-
thirds of the stock of the Debtors' foreign subsidiaries.  

The DIP Credit Agreement, by contrast, contains a covenant that,
on its face, requires the Debtors to seek to enter into foreign
pledge agreements pursuant to which all of their foreign stock
will be pledged to the DIP Lenders by some certain date, Ira
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, points out.

More than two months after the DIP Order was entered, and
without providing any notice to the Committee or the Court, the
DIP Parties executed an amendment to the Security Agreement --
in direct violation of the DIP Order -- pursuant to which the
Debtors putatively pledged the unencumbered remaining one-third
of their foreign stock, Mr. Dizengoff informs the Court.

The DIP Parties entered into the Security Agreement amendment
despite the fact that:

   * the Final DIP Order expressly provides that the Committee
     must be given five business days' written notice of any
     amendment to the DIP Documents and an opportunity to object
     prior to any such amendment becoming effective;

   * the Final DIP Order expressly provides that the DIP Lenders
     have liens on only two-thirds of the foreign stock unless
     the DIP Documents "specifically" provide otherwise; and

   * a pledge in excess of two-thirds of foreign stock will have
     a material adverse effect on the Debtors.

The Committee believes that the amendment was expressly designed
to give the Prepetition Secured Lenders tens of millions of
dollars of additional collateral, something they did not have --
the value of the unencumbered remaining one-third of foreign
stock -- and wipe out what is possibly the most substantial
source of recovery for unsecured creditors in these cases.

Accordingly, the Committee, as the statutory fiduciary
representative of the Debtors' unsecured creditors, emphasizes
that it is necessary and appropriate to undertake discovery on
the Debtors, the DIP Lenders and, as necessary, the Prepetition
Secured Lenders, to:

   (1) resolve the disputed issues regarding the foreign stock
       pledge;

   (2) safeguard the rights of the Committee's unsecured
       creditor constituency;

   (3) determine whether any causes of action exist against the
       DIP Parties; and

   (4) ensure the proper administration of the Debtors'
       bankruptcy proceedings.

             Debtors Want to Amend Security Agreement

The Final DIP Order and DIP Credit Agreement authorized the
Debtors to grant a first priority lien on all of their property,
including all of the capital stock of their foreign and domestic
subsidiaries, to BNP Paribas, Henry J. Kaim, Esq., at King &
Spalding, LLP, in Houston, Texas, notes.

In carrying out their duties under the DIP Credit Agreement, the
Debtors were required to deliver to BNP Paribas certain foreign
pledge agreements of 100% of the capital of their foreign
subsidiaries on or before 90 days after the closing date of the
DIP Credit Agreement.  "The Debtors ran into time constraints
meeting the 90 day deadline," Mr. Kaim notes.

In lieu of defaulting on the foreign pledge requirement,
however, the Debtors and BNP Paribas reached an agreement, and
amended the Security Agreement on April 22, 2008.  The April 22
amendment gave the Debtors until May 23, 2008, to deliver the
Foreign Pledge Agreements in compliance with the terms of the
DIP Credit Agreement.  Mr. Kaim tells the Court that the Debtors
have complied with the needed requirement and thus, the delivery
date extension is no longer necessary.

The Amendment also updated and corrected information reflected
on a schedule 6 to the Security Agreement, according to Mr.
Kaim.  Schedule 6 pertains to stock holdings and precise names
of the Debtors' foreign subsidiaries.  The Revised Schedule 6
removed certain share certificate numbers, was further updated
in accord with the dissolution of Propex Canada, the merger of
Propex's Hungarian entities and the merger of Propex's UK
entities.

The primary purpose of the Amendment was to simply extend the
time for compliance with the terms of the DIP Credit Agreement
and thus, is wholly consistent with the Final DIP Order and
the DIP Credit Agreement, Mr. Kaim asserts.  The Debtors did not
then and do not now believe that Court approval is required for
the Amendment.  

However, because the Committee has raised issues relating to the
granting of liens on the foreign stock subsidiaries.  The
Debtors maintain the the Committee's contentions have no merit.

Accordingly, out of an abundance of caution, the Debtors ask the
Court to:

   (i) approve the Amendment, and

  (ii) confirm the liens granted to BNP Paribas on 100% of the
       foreign capital stock, in accordance with the explicit
       terms of the Final DIP Order and DIP Credit Agreement.

A full-text copy of the Amended Security Agreement is available
for free at:

  http://bankrupt.com/misc/PROPEX_AmendedDIPSecurityAgrmt.pdf

While it is true that the Revised Schedule 6 -- which relates to
representations, not lien granting provisions -- of the
Security Agreement, as amended, also reflects 100% ownership of
the stock of the foreign subsidiaries, as consistent with the
Debtors' actual ownership and their statements and schedules
filed in their Chapter 11 cases, the modification in the Revised
Schedule 6 did not modify the words "all" of the Investment
Property of the Debtors, found in the granting clause in the
body of the Security Agreement; and certainly did not change the
requirement in the DIP Credit Agreement that 100% of the capital
stock of the foreign subsidiaries be pledged, Mr. Kaim explains.  

The DIP Lenders had insisted on a lien on all of the capital
stock of the foreign subsidiaries of the Debtors, Mr. Kaim
clarifies.  Neither the Debtors nor the Committee were able to
persuade the DIP Lenders to modify this requirement, and it
remained clearly in the DIP Credit Agreement and the Final DIP
Order, unaltered from the versions filed with the Court,
containing an express pledge of "all" of the personal property,
including the stock of the Debtors' stock in the foreign
subsidiaries, Mr. Kaim concludes.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The debtors' has selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  As of Sept. 30, 2007, the
debtors' balance sheet showed total assets of US$585,700,000 and
total debts of US$527,400,000.  The Debtors' exclusive period to
file a plan of reorganization expired on Aug. 21, 2008.

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


SA FABRICA: Moody's Confirms B2 Ratings with Stable Outlook
-----------------------------------------------------------
Moody's Investors Service has confirmed its B2 senior unsecured
and corporate family ratings for S.A. Fabrica de Produtos
Alimenticios Vigor.  The rating outlook is now stable.  This
rating action concludes the review process initiated on Nov. 27,
2007.

"The confirmation of Vigor's B2 ratings is based on the delay of
expected scale and synergy benefits between Bertin and Vigor, in
combination with weaker operating results at Vigor during the
past two quarters," said Moody's Vice-President Senior Analyst,
Soummo Mukherjee.

The company's first half 2008 results were impacted by higher
milk and soy prices, which represent approximately 30% of the
company's variable costs.  The company implemented a price
increase in the first quarter of this year, but this has caused
lower volumes and market share.  Even if milk and soy prices are
significantly lower in the second half, Moody's view is that
Vigor could still have a limited ability to recover volumes
after its price increase earlier in the year due to the actions
of its competitors, which include many larger and better-
capitalized Brazilian and multinational players.

Vigor's B2 corporate family rating and stable outlook are
supported by the company's diversified product portfolio of
well-known brands, its leading positions in some niche
categories, as well as its business diversification into at
least four distinct segments (milk, yogurt, margarine and
cheeses) that represent more than 10% of net sales.  The rating
is, however, constrained by its small size, scale, loss of
market share in some segments, and geographic concentration in
the Southeast region of Brazil.  Additionally, the rating
incorporates the intensifying competition that Vigor faces
against its peers.

Over the coming years, Moody's expect meaningful improvements in
The company's cost structure as Bertin and Vigor identify and
execute on synergy opportunities in areas such as personnel,
logistics, procurement, and commercial and marketing expenses.  
Another positive is Vigor's renewal of its management team,
including a new CEO, Sales Director and Supply Chain Director,
all of which have solid experience with industry leaders.

On Nov. 25, 2007, Bertin S.A. (rated Ba3/stable) acquired 56% of
the share capital of Goult Participacoes Ltda., which owns 74.7%
of the company's capital stock.  Through this transaction,
Bertin acquired control of 42% of Vigor's capital stock, and
consequently indirectly controls Vigor and its subsidiaries.

At the end of June 2008, the company's total adjusted debt
amounted to BRL227 million (adjustment includes an interest-
bearing ICMS tax benefit payable of BRL5 million).  Of this
amount, about 28% came due by June 2009 and current cash and
cash equivalents of approximately BRL10 million do not cover
next 12 months debt maturities, resulting in a relatively weak
liquidity profile.   Approximately BRL20 million, or about a
third of Vigor's short term debt, is related to milk purchases,
and this debt is routinely rolled over, since it is related to
federal lending programs to the agricultural sector.  
Additionally, the company has stated that it has uncommitted
lines available with several banks.  Thus, Moody's expect Vigor
to be able to manage its near-term debt maturities.

The company's B2 ratings could come under upward pressure if it
is able to deliver on its strategy to restore its sales volumes
and regain market share and restore margins, together with
EBITA/Gross Interest Expense of 1.5 times (0.7 times LTM
June 30, 2008) and Debt to EBITDA of below 4.0 times (5.3 times
LTM June 30, 2008).

On the other hand, the company's rating or outlook would come
under negative pressure if the company's operating performance
does not improve in the second half of 2008, leading EBITA /
Gross Interest Expense to remain below 1.0 times or if Total
Debt to EBITDA increases to above 6.0 for two consecutive
quarters.   Its ratings would also come under negative pressure
if the company's continued access to uncommitted bank credit
lines come into question.  All above ratios are calculated
according to Moody's standard definitions and analytic
adjustments.

These ratings were confirmed with a stable outlook:

   -- Corporate family rating: B2; and
   -- US$100 million senior unsecured notes due 2017: B2

The Vigor Group, based in Sao Paulo, Brazil, is comprised of
S.A. Fabrica de Produtos Alimenticios Vigor and its subsidiaries
Dan Vigor (a 50/50 joint venture with Denmark's Arla Foods) and
Leco, a manufacturer of dairy and vegetable oil products.  The
group produces, markets, and sells a diverse range of products
including: milk, yogurts, dairy beverages, cheeses, deserts,
butter, margarine and mayonnaises.


ULTRAPAR PARTICIPACOES: Inks Deal to Buy Marketing Biz in Brazil
----------------------------------------------------------------
Ultrapar Participacoes S.A. has signed a purchase agreement to
acquire Texaco-branded fuels marketing business in Brazil from
Chevron Corporation.  With this acquisition, Ipiranga reaches
nationwide coverage. Ipiranga's and Texaco's operations will
create a network of more than 5 thousand service stations and
will have 23% market share in Brazil.

"Brazil entered a new phase recently, with stronger economic
growth and changes in distribution of income.  In this sense,
this acquisition is an investment in the renewed strength of the
Brazilian market," says Pedro Wongtschowski, Ultra's CEO.

The amount to be paid in this acquisition is BRL1.161 billion,
which will be entirely funded from Ultra's existing cash
resources.  Closing will occur after the procedures to segregate
Chevron's lubricant and oil exploration activities, which are
not being transferred.  Such procedures shall take place until
early 2009.

Texaco's brand name use will be licensed for up to five years,
to ensure a gradual re-branding of the entire network to
Ipiranga's brand name.  The merge of the two fuels distribution
networks will allow important economies of scale, such as
optimized use of the distribution terminals, improved efficiency
in the sales process, dilution of advertising, marketing, new
products development and management functions.

The incorporation of Texaco's services stations in Central West,
Northeast and North regions of Brazil will allow Ipiranga to
more efficiently serve its clients with nationwide operations
and requirements.  Ipiranga will again have exposure to regions
with higher fuels consumption growth.

"Ipiranga will consolidate its position as the second largest
fuels distributor in the country, capable of competing
nationwide.  The larger scale resulting from the enlarged
network will result in better quality services and stronger
competitiveness to the entire network, with benefits to all
fuels consumers," Mr. Wongtschowski said.

Texaco's network comprises approximately 2 thousand services
stations and 48 distribution terminals.  Ultra operates in the
fuels marketing business also through Ultragaz, the largest LPG
distributor in the country.  In addition, the group operates in
two other sectors, chemicals and logistics, and is carrying out
major investments in these two business units aiming at increase
its operations in the Brazilian market.  In chemicals, Ultra is
investing BRL650 million in Oxiteno to expand its specialty
chemicals production capacity.  In logistics, through
Ultracargo, Ultra agreed to acquire Uniao Terminais in June for
BRL510 million, transforming this business unit in the largest
operator company for liquid bulk cargo in South America.

Headquartered in Sao Paulo, Brazil, Ultrapar Participacoes S.A.
(NYSE: UGP) (BOVESPA: UGPA4) is a company with two main
operations: LPG distribution (through its fully-owned subsidiary
Ultragaz Participacoes Ltda.) and chemical production (through
its also fully-owned subsidiary Oxiteno S.A.).  A third smaller
but growing business is the transportation and storage of
chemicals and fuels, Ultracargo Operacoes Logisticas e
Participacoes Ltda., which completes Ultrapar's business
portfolio and reinforces the trend for further business
diversity in the long run.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
May 23, 2008, Standard & Poor's Ratings Services affirmed its
'BB+' long-term corporate credit rating and its 'brAA+' Brazil
national scale rating on Ultrapar Participacoes SA.  At the same
time, S&P revised the outlook on both ratings to positive from
stable.


* BRAZIL: Madeira Energia Gets IBAMA Santo Antonio Plant License
----------------------------------------------------------------
Brazilian Institute of Environment and Renewable Natural
Resources (IBAMA) has awarded the license for the 3.15GW Santo
Antonio hydro plant on the Madeira river to Madeira Energia,
BNamericas reports.

According to BNamericas, the IBAMA license has 40 conditions,
which includes a requirement to invest BRL30 million (US$18.5
million) for the sanitation of Porto Velho, Rondonia.

Environment Minister, Carlos Minc told BNamericas that the
license was just in time as the consortium is slow in submitting
documents and added that, "Several documents were submitted 10,
three days ago.  That's unacceptable."

BNamericas relates that Madeira Energia consortium is composed
of engineering firm Odebrecht and its subsidiary Odebrecht
Investimentos em Infra-estrutura, engineering firm Andrade
Gutierrez Participacoes, federal power company Furnas, the FIP
Amazonia Energia Fund and Brazilian power company Companhia
Energetica de Minas Gerais (Cemig).



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

APACHE AUSTRIA III: Proofs of Claim Filing Is Until Aug. 19
-----------------------------------------------------------
Apache Austria Investment III LDC's creditors have until
Aug. 19, 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 10, 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


CENTERLIGHT CORE: Proofs of Claim Filing Deadline Is Aug. 19
------------------------------------------------------------
Centerlight Core MultiStrategy Offshore Fund Ltd.'s creditors
have until Aug. 19, 2008, to prove their claims to Centerlight
Capital Management LLC, 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.

Centerlight Core's shareholder decided on July 15, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Centerlight Capital Management LLC
               c/o Ogier
               P.O. Box 1234
               Grand Cayman, Cayman Islands

Contact for inquiries:

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


CENTERLIGHT CORE MASTER: Claims Filing Deadline Is Aug. 19
----------------------------------------------------------
Centerlight Core MultiStrategy Master Fund Ltd.'s creditors have
until Aug. 19, 2008, to prove their claims to Centerlight
Capital Management LLC, 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.

Centerlight Core's shareholder decided on July 15, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Centerlight Capital Management LLC
               c/o Ogier
               P.O. Box 1234
               Grand Cayman, Cayman Islands

Contact for inquiries:

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


CIL RHINE: Deadline for Proofs of Claim Filing Is Aug. 20
---------------------------------------------------------
CIL Rhine Ltd.'s creditors have until Aug. 20, 2008, to prove
their claims to Condor Nominees 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.

CIL Rhine's shareholders agreed on July 2, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

            Condor Nominees Limited
            c/o Barclays Private Bank & Trust (Cayman) Limited
            4th Floor FirstCaribbean House
            P.O. Box 487
            George Town, Grand Cayman
            Cayman Islands


JMAC LIMITED: Proofs of Claim Filing Deadline Is Aug. 20
--------------------------------------------------------
JMAC Ltd.'s creditors have until Aug. 20, 2008, to prove their
claims to Mark Hill and Giles Le Sueur, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

JMAC's shareholders agreed on July 10, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


NM FUNDING: Filing for Proofs of Claim Deadline Is Aug. 20
----------------------------------------------------------
NM Funding Inc.'s creditors have until Aug. 20, 2008, to prove
their claims to Mark Hill and Giles Le Sueur, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

NM Funding's shareholders agreed on July 10, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


PARMALAT SPA: NY Court Dismisses Class Suit vs BoA & Citigroup
--------------------------------------------------------------
The Hon. Lewis Kaplan of the U.S. District Court for the
Southern District of New York has dismissed the securities class
action against Bank of America Corp. and Citigroup Inc. in
relation to the collapse of Parmalat Finanziaria S.p.A.,
Bloomberg News reports.

Judge Kaplan said the dismissal was mandated by a recent U.S.
Supreme Court ruling that made it more difficult to sue banks
and auditors for a client's fraud, referring to the Stoneridge
v. Scientific-Atlanta case.

"Investors must show reliance upon a defendant's own deceptive
conduct," Mr. Kaplan said.  "Plaintiffs' evidence falls well
short of this standard."

Both BoA and Citigroup said they are pleased with the ruling.

Investors led by Hermes Focus Asset Management Europe Ltd.
commenced a class action lawsuit against Parmalat's former
management banks -- including BoA and Citigroup -- and auditors,
alleging violations of the Securities Exchange Act of 1934.  The
investors purchased or acquired securities of Parmalat
Finanziaria and its subsidiaries and affiliates between and
including Jan. 5, 1999, and Dec. 18, 2003, in reliance on the
company's materially false and misleading financial statements
and other public statements.  

The investors sought more than US$8 billion in damages after
they lost their money when Parmalat collapsed in December 2003
due to substantial operating losses that had been concealed for
over a decade.

In May 2008, Parmalat reached an agreement with investors to
settle the securities class action.  Parmalat said it will issue
around 10.5 million shares of stock in full satisfaction of any
and all claims asserted against it in the class action,
worldwide.  Parmalat will also incur up to EUR1 million of the
cost of notifying the class members of the settlement.

In July 2, 2008, Judge Kaplan certified the settlement class,  
composed of shareholders who purchased Parmalat stock between
Jan. 5, 1999, and Dec. 18, 2003.  

Judge Kaplan also stipulated that the settlement class excludes
Parmalat; all defendants named in the case; any officers and
directors of Parmalat or its subsidiaries; and banks and
insurance companies employed by Parmalat.

Judge Kaplan will convene a hearing on Sept. 24, 2008, at
9:30 a.m., to determine whether the Settlement is fair,
reasonable and accurate.  The Court will also consider the
approval of the related plan of allocation, as well as the
reimbursement of attorneys' fees and other costs.

The case is In Re Parmalat Securities Litigation, 04-MD- 01653,
U.S. District Court for the Southern District of New York
(Manhattan).

                        About Parmalat

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

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

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

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

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

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


RED ORCHID: Deadline for Proofs of Claim Filing Is Aug. 20
----------------------------------------------------------
Red Orchid Secured Assets Ltd.'s creditors have until
Aug. 20, 2008, to prove their claims to Mark Hill and Giles Le
Sueur, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Red Orchid's shareholders agreed on July 10, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               Mark Hill and Giles Le Sueur
               c/o Maples Finance Jersey Limited
               2nd Floor Le Masurier House
               La Rue Le Masurier
               St. Helier, Jersey


SI INVESTMENTS: Proofs of Claim Filing Deadline Is Aug. 20
----------------------------------------------------------
SI Investments Ltd.'s creditors have until Aug. 20, 2008, to
prove their claims to Jayne Sutcliffe and David McMahon, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

SI Investments' shareholders agreed on July 9, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Jayne Sutcliffe and David McMahon
               c/o Maples and Calder
               P.O. Box 309
               George Town, Grand Cayman
               Cayman Islands
               Telephone: (345)949-8066
               Fax: (345)949-8080


TURQUOISE II: Deadline for Proofs of Claim Filing Is Aug. 20
------------------------------------------------------------
The Turquoise II Fund Ltd. 's creditors have until Aug. 20,
2008, to prove their claims to Christina Wilgress, Laurent
Minvielle, Laurent Minvielle, Francois Bathemy, Stanislas
Debreu, and Alexandre Labbe, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

Turquoise II's shareholders agreed on June 23, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Christina Wilgress
               Laurent Minvielle
               Francois Bathemy
               Stanislas Debreu
               Alexandre Labbe
               c/o SH Corporate Services
               P.O. Box 61
               4th Floor, Harbour Center
               George Town, Grand Cayman
               Cayman Islands



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

QUEBECOR WORLD: Names Jeremy Roberts as Chief Financial Officer
---------------------------------------------------------------
Quebecor World Inc. appointed Jeremy Roberts as chief financial
officer of the company.  Mr. Roberts was previously senior vice
president, corporate finance and treasurer.

"[Mr. Roberts'] strong financial background combined with his
extensive knowledge of our company and our industry make him an
excellent choice for this position.  During the last several
months, [Mr. Roberts] has worked extensively with our various
stakeholders.  His experience and ability to build constructive
relationships will help the process to exit creditor protection
as quickly as possible as a strong player in our industry,"
commented Jacques Mallette, President and CEO, Quebecor World
Inc.

Mr. Roberts is assuming the position of CFO from Mr. Mallette
who was appointed president and CEO of Quebecor World on Dec.
17, 2007.  Mr. Roberts has worked at Quebecor World since 1997
and has held a series of increasingly more responsible positions
in corporate finance, treasury and investor relations.  Prior to
joining Quebecor World, he was Assistant Treasurer at Bell
Canada, where he spent 10 years in corporate finance and
treasury.  Mr. Roberts is a Chartered Financial Analyst and
holds an M.B.A. and a B.A. in Economics from the University of
Western Ontario.

Roland Ribotti, currently Quebecor World's Vice President,
Investor Relations and Assistant Treasurer, is appointed Vice
President, Corporate Finance and Treasurer.

                       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: Signs US$45 Mil. Printing Deal Eith Canada Wide
---------------------------------------------------------------
Quebecor World Inc. has reached a new 7-year agreement valued
at approximately US$45 million with Canada Wide Media Ltd. to
print Magazines and Periodicals for the Vancouver-based
publisher.  The agreement includes renewal work on titles such
as BC Business, Westworld Publications, BC Home, Alberta Home,
Gardenwise and Granville Magazine.

"Quebecor World's dedication to quality and service was a key
contributing factor in partnering with them for another 7
years," said Peter Legge, Chairman and CEO Canada Wide Media.  
"Our business was built on print over 30 years ago and this
partnership renewal with Quebecor World shows our commitment to
the importance of printed media in the Canadian marketplace.  We
look forward to working with Quebecor World as we actively
pursue our growth objectives over the next 7 years."

"We are pleased to extend our long term partnership with Canada
Wide Media," said Jacques Mallette, President and CEO of
Quebecor World Inc.

"Our ability to provide an unparalleled service approach allows
us to deliver the value and quality an independent industry
publishing leader such as Canada Wide Media Ltd demands," said
Antonio Galasso, President of Quebecor World Canada.

Quebecor World's Canadian division is one of the leading
magazine print and related service providers in Canada.  The
company provides complete premedia, print, distribution and
mailing services across the country for publishers in the
consumer, B2B, Association, City and Regional Magazine markets.

                 About Canada Wide Media Limited

Canada Wide Media Limited (CWM) is one of the largest
Independent Publishers in Canada producing a diverse range of
media services and products, ranging from high-end printed
publications to the latest in digital media.  The company
produces self owned publications as well as produces contract
publications for leading companies that inform, entertain and
inspire people of all ages and cultures around the world.  CWM's
corporate headquarters are located in Burnaby, British Columbia.

                       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)



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

ALCATEL-LUCENT SA: Extends Tender Offer for Motive Inc.
-------------------------------------------------------
Alcatel-Lucent SA's wholly owned subsidiary, Lucent Technologies
Inc., has extended its announced tender offer for all of the
issued and outstanding shares of common stock of Motive, Inc.,
until 12:00 midnight, New York City time, at the end of
Sept. 10, 2008.

The tender offer was previously set to expire at 12:00 midnight,
New York City time, at the end of Aug. 12, 2008.

As of 12:00 midnight, New York City time, at the end of
Aug. 12, 2008, approximately 27.0 million shares had been
tendered into the tender offer and not withdrawn.

                      About Alcatel-Lucent

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

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

                           *     *     *

As appeared in the TCR-Europe on Aug. 4, 2008, Standard & Poor's
Ratings Services revised to negative from stable its outlook on
France-based telecommunications equipment supplier Alcatel
Lucent.  At the same time, the 'BB-/B' long- and short-term
corporate credit ratings on Alcatel Lucent, the 'BB-/B-1' long
and short-term corporate credit ratings on subsidiary Lucent
Technologies Inc., and all issue ratings on both companies were
affirmed.

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

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


ALCATEL-LUCENT SA: To Provide Payment Solution to Dialog Telecom
----------------------------------------------------------------  
Dialog Telecom has selected Alcatel-Lucent's convergent payment
solution for its Mobile Virtual Network Operator services.

Under the terms of the contract, Alcatel-Lucent will deploy a
service delivery platform which includes the Alcatel-Lucent 8610
Instant Convergent Charging suite and the 5900 Specialized
Resource Point for IVR functionality.  It will also deliver its
8985 Mobile Provisioning system and NGN switching subsystem
based on the Alcatel-Lucent 5020 Media Gateway Controller and
Alcatel-Lucent 7515 Media Gateway, which support SIP-based OSP
applications.

The Alcatel-Lucent 8610 Instant Convergent Charging Suite, based
on the Open Services Platform, will give Dialog the capacity to
expand its convergent service offering with mobile prepaid and
post-paid services.  Alcatel-Lucent will also integrate the
platform with the core network of a mobile network operator,
acting as a host for Dialog's mobile services, as Dialog, a
virtual operator, doesn't own a network.

Piotr Mazurkiewicz, President of Management Board of Dialog
Telecom, said, "Dialog wants to be a leader in service
convergence among independent operators in Poland.  As one of
the leading brands in the Polish telecommunication market we are
in good position to integrate our fixed, Internet and multimedia
services with a mobile portfolio and create a winning quadruple-
play service bundle."

Mr. Mazurkiewicz added, "We chose Alcatel-Lucent because we are
convinced that the MVNO capabilities of their solution provide
the performance and flexibility required for creating attractive
and reliable services for our customers.  It was also very
important that Alcatel-Lucent has the references of a leading
integrator of telecommunication systems, and these skills are
vital for the success of this project."

Mr. Etienne Fouques, President of Alcatel-Lucent's activities in
Europe, Asia and Africa, said, "We are very pleased that we can
help Dialog realize a key piece of its strategy.  Our MVNO
platform fits very well with Dialog's requirements and future
plans.  It allows Dialog to create advanced and flexible mobile
service offerings, bring them to market quickly and bundle them
with other services to meet the needs of customers."

                     About Telefonia Dialog

Telefonia Dialog is one of the largest alternative fixed line
operators in Poland.  Over half a million clients have come to
appreciate the company's innovative telephony and Internet
solutions and their high satisfaction level was reflected in
independent customer satisfaction surveys. Over 120,000
subscribers are now using broadband DialNet Internet access.

                      About Alcatel-Lucent

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

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

                           *     *     *

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

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



====================
E L  S A L V A D O R
====================

SBARRO INC: Posts US$5 Million Net Loss in Quarter Ended June 29
----------------------------------------------------------------
Sbarro, Inc. disclosed results of operations for the quarter and
the six months ended June 29, 2008.

                  Second Quarter Financial Results

Net loss for the quarter ended June 29, 2008 was US$5.0 million,
as compared to a net loss of US$2.4 million for the quarter
ended July 1, 2007.

Revenues were US$85.4 million for the quarter ended June 29,
2008, as compared to revenues of US$82.6 million for the quarter
ended July 1, 2007.  The increase in revenues was generated by
new company owned and franchise stores opened in 2007 and the
first half of 2008 and revenue growth attributable to the
company's comparable unit sales in its International Franchise
restaurants offset by a slight decrease in comparable unit sales
in company owned and Domestic Franchise restaurants.

EBITDA, as calculated in accordance with the terms of the
company's bank credit agreement, was US$5.5 million for the
quarter ended June 29, 2008, as compared to US$9.7 million for
the quarter ended July 1, 2007.  The decline in EBITDA is
primarily a result of increased cost of products, in particular
in the cost of cheese, flour and flour related commodity costs
such as pasta, as well as increased cost of labor, while
comparable unit sales declined slightly.

                  Year to Date Financial Results

The company has reported operating results and its financial
position for all periods presented as of and prior to Jan. 30,
2007, as those of the Predecessor Company and for all periods
from and after Jan. 31, 2007, as those of the Successor Company.  
The company's operating results for the six months ended July 1,
2007 are presented as the combined results of the Predecessor
and Successor companies.  The presentations of "Combined"
results is not consistent with the requirements of GAAP;
however, the company's management believes that it is a
meaningful way to present the results of operations for the six
months ended July 1, 2007.

Revenues were US$168.6 million for the six months ended June 29,
2008, as compared to combined revenues of US$163.1 million for
the six months ended July 1, 2007.  The company's revenue
increase was primarily driven from new stores opened in 2007 and
the first half of 2008 in both company owned and franchise
restaurants and revenue growth attributable to the company's
comparable unit sales in its International Franchise
restaurants.

Net loss for the six months ended June 29, 2008 was
US$7.7 million, as compared to the combined US$35.6 million net
loss for the six months ended July 1, 2007.  Included in the
combined net loss for the six months ended July 1, 2007, was
US$31.4 million attributable to special event bonuses in
connection with the Merger.

EBITDA for the six months ended June 29, 2008, as calculated in
accordance with the terms of the company's bank credit
agreement, was US$13.4 million as compared to US$19.6 million
EBITDA for the combined six months ended July 1, 2007.  The
decline in EBITDA was attributable to increased cost of
products, in particular in the cost of cheese, flour and flour
related commodity costs such as pasta, while comparable sales
remained relatively flat.

"The reduction in profitability in the first half of the year
was driven primarily by higher commodity costs versus the
comparable period in 2007," Peter Beaudrault, Chairperson of the
Board, President and CEO of Sbarro, commented.  "Commodity
prices started to increase towards the end of the second quarter
of 2007 and therefore we do not expect to see a corresponding
negative impact on a year over year basis from commodity costs
in the second half of 2008.  Furthermore, in recent weeks we
have begun to see a decline in overall commodity costs which, if
maintained, would favorably affect our year over year
comparisons.  We also expect to benefit from same store sales
comparisons as our same store sales decreased 1.8% in the fourth
quarter of 2007.  Year to date we have reported flat same store
sales as compared to a 3% increase in the first half of 2007."

             MidOcean Partners' Acquisition of Sbarro

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings, LLC, an affiliate of
MidOcean Partners III, L.P., and certain of its affiliates
merged with and into the company in exchange for consideration
of US$450 million in cash, subject to certain adjustments.  As a
result of the merger, the company is now an indirect wholly
owned subsidiary of Holdings.

In addition, the former shareholders received a distribution of
the cash on hand in excess of (i) US$11 million, plus (ii) all
amounts required to be paid in connection with various special
event bonuses paid in connection with completion of the merger.

In connection with the merger, the company transferred interests
in certain non-core assets to a newly formed company owned by
certain of our former shareholders.  There was no additional
consideration given for the transfer of these assets as they
were treated as a dividend.  The assets and related costs that
transferred were:

   * the interests in Broadhollow Realty LLC. and Broadhollow
     Fitness Center LLC., which owned the corporate headquarters
     of the company, the fitness center and the assets of the
     Sbarro Cafe located at the corporate headquarters;

   * a parcel of undeveloped real property located in East
     Northport, New York;

   * the interests in Boulder Creek Ventures, LLC and Boulder
     Creek Holdings, LLC, which own a 40% interest in a joint
     venture that operates 15 steakhouses under "Boulder Creek"
     and other names; and

   * the interest in Two Mex-SS, LLC, which owns a 50% interest
     in a joint venture that operates two tex-mex restaurants
     under the "Baja Grill" name.

                           Balance Sheet

At June 29, 2008, the company's balance sheet showed total
assets of US$629.3 million and total liabilities of
US$501.4 million, resulting in a US$127.8 million stockholders'
equity.

                       About Sbarro Inc.

Based in Melville, New York, Sbarro Inc. --
http://www.sbarro.com/-- and its franchisees develop and  
operate family oriented cafeteria-style Italian restaurants
principally under the "Sbarro", "Mama Sbarro", "Carmela's",
"Sbarro The Italian Eatery" and "Sbarro Fresh Italian Cooking"
names.  The company has approximately 1,040 restaurants in 43
countries.  Sbarro restaurants feature a menu of popular Italian
food, including pizza, a selection of pasta dishes and other hot
and cold Italian entrees, salads, sandwiches, drinks and
desserts.  The company announced on June 19, 2006, its
international expansion by opening more than 25 restaurants in
Guatemala, El Salvador, Honduras, The Bahamas, and Romania.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 14, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Sbarro Inc. to 'CCC+' from 'B-'.  
Concurrently, S&P lowered the ratings on the company's
US$25 million revolving facility and US$183 million first-lien
term loan to 'B-' from 'B+', and revised the recovery ratings on
these facilities to '2' from '1'.  S&P also lowered the rating
on the US$150 million senior notes to 'CCC-' from 'CCC+' and
affirmed the recovery rating of '6' on this debt issue.  S&P
said the outlook is negative.

In April 2008, the TCR-LA disclosed that Moody's Investors
Service affirmed all the ratings of Sbarro Inc. including the
company's "B3" Corporate family rating and the "Caa1" rating on
the company's US$150 million senior unsecured notes maturing in
2015.  Moody's said the rating outlook is negative.



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

BRITISH AIRWAYS: Inks Biz Deal With Iberia and American Airlines
----------------------------------------------------------------
British Airways Plc, American Airlines, and Iberia SA have
signed a joint business agreement on flights between North
America and Europe and plan to expand their global cooperation.

This relationship will benefit consumers by providing easy,
seamless and convenient travel to more global destinations with
better connections, improved flight schedules and enhanced
frequent flyer benefits.  It will improve customer choice by
enabling the oneworld global alliance, of which American,
British Airways and Iberia are key members, to compete more
effectively around the world with other global alliances.

The airlines plan to file today for worldwide anti-trust
immunity from the US Department of Transportation and will
notify the appropriate regulatory authorities in the European
Union.

In addition, fellow oneworld members Finnair and Royal Jordanian
are included in the anti-trust immunity application.

Under the joint business agreement, the three airlines will
cooperate commercially on flights between the United States,
Mexico and Canada, and the European Union, Switzerland and
Norway while continuing to operate as separate legal entities.  
They will expand their codeshare arrangements on flights within
and beyond the EU and U.S., significantly increasing the number
of destination choices that the airlines can offer customers.

Today's announcement is a significant step towards strengthening
customer choice.  This agreement would enable oneworld to
compete effectively with rival global air alliances that have
already received transatlantic anti-trust immunity.  Currently,
six airlines in SkyTeam and nine Star Alliance airlines have
such immunity.

Customers will be able to travel more easily on the three
airlines' combined route network which will serve 443
destinations in 106 countries with more than 6200 daily
departures and more frequent and convenient schedule options
than any of the three carriers could offer individually.  By
working together to provide links for connecting passengers, the
airlines can expand customer choice by supporting routes that
would not be economically viable for the individual airlines.

Customers will also benefit from expanded opportunities to earn
and redeem frequent flyer miles and elite tier benefits on
flights worldwide and continued reciprocal airport lounge
access.

The joint business agreement will enable the airlines to reduce
costs and attract new customers, helping to mitigate pressure on
fares from record fuel costs.  This means that the airlines will
have greater ability to invest in their products, services and
fleets.  Employees and shareholders will also benefit from the
agreement.

Gerard Arpey, chairperson and chief executive of AMR Corp., the
parent company of American Airlines, said, "We believe our
proposed cooperation is an important step towards ensuring that
we can compete effectively with rival alliances and manage
through the challenges of record fuel prices and growing
economic concerns.  In addition, we believe we will be more
effective competitors with greater ability to invest in our
products and services.  As a result, this business agreement
will create positive outcomes for our customers, shareholders,
employees and the communities we serve."

Willie Walsh, British Airways' chief executive, said, "This
strategic relationship strengthens competition by providing
consumers with easier journeys to more destinations with better
aligned schedules and frequencies.  We are applying for EU US
anti-trust immunity in a changed regulatory world where London
Heathrow is open to any US or EU airline that wants to fly to
the United States and where rival alliances have immunity."

Fernando Conte, Iberia chairman and chief executive, said,
"Customers will benefit the most from this relationship as they
will have better connections to more destinations around the
world.  It will increase competition as the three global airline
alliances will play under the same rules.  We are taking a very
important step towards consolidation which is necessary in
today's aviation industry."

                    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
=============

CABLE & WIRELESS: Jamaican Unit Posts US$27.4MM Loss in 2nd Qtr.
----------------------------------------------------------------
Cable and Wireless Jamaica Limited has incurred a net loss of
US$27.4 million for the three months ended June 30, 2008,
compared to a US$28 million net loss during the corresponding
period last year, Radio Jamaica reports.

The report says revenue for the 2008 quarter dropped from
US$5.9 billion in 2007 to US$5.7 billion between April and June
this year.

In the company's data segment, revenue increased by 14% over
2007 due to a high demand for internet-related services.  
However, this was offset by a 16% reduction in mobile revenue to
US$1.3 billion, the report adds.

The company is working to improve its performance and expects to
see the benefits in upcoming quarters, the report states.

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.



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

BEARINGPOINT INC: June 30 Balance Sheet Upside-Down by US$423MM
---------------------------------------------------------------
BearingPoint Inc.'s balance sheet at June 30, 2008, showed total
assets of US$1.95 billion, total liabilities of US$2.37 billion,
resulting in a stockholders' deficit of roughly US$423 million.

The company related that its net income in the second quarter
was US$18.5 million compared to a loss of US$64.0 million in the
second quarter of 2007.  The company's second quarter tax
provision includes an US$18.9 million foreign corporate
restructuring charge, related to a reorganization of our
European operations.

Cash balance was US$350.9 million on June 30, 2008, compared to
US$352.9 million on June 30, 2007.

The company also disclosed that it is engaged in discussions in
relation to its exploring strategic alternatives in order to
reduce or restructure the company's outstanding indebtedness.  
The company also stated that due diligence continues.  

In early 2008, BearingPoint hired Greenhill & Co. LLC to explore
strategic alternatives including a merger or sale of the company
as a whole, a sale of all or substantially all of the assets of
the company or the sale by the company of any of its six
principal business units.

The company hopes that these discussions can be completed in the
near future, and protecting the interests of its clients,
shareholders, creditors and employees will be at the heart of
its analysis and decisions.

At present, the company can give no assurance that a sale of all
or a portion of the company's business can be completed in the
near term at or near current market prices or at all.

                     About BearingPoint Inc.

Headquartered in McLean, Virginia, BearingPoint, Inc. (NYSE:BE)
-- http://www.bearingpoint.com-- is a provider of management  
and technology consulting services to Global 2000 companies and
government organizations in more than 60 countries worldwide.  
The company's core services include management consulting,
technology solutions, application services and managed services.  
In North America, BearingPoint delivers consulting services
through its Public Services, Commercial Services and Financial
Services industry groups (North American Industry Groups), which
provides industry-specific knowledge and service offerings.  
Outside of North America, BearingPoint operates in Europe, the
Middle East and Africa (EMEA); the Asia Pacific region, and
Latin America (including Mexico).


DURA AUTOMOTIVE: Has US$100 Mln of Inventories to Cull, CEO Says
----------------------------------------------------------------
DURA Automotive Systems Inc.'s president and chief executive
officer, Tim Leuliette, said the company still has at least
US$100,000,000 of cost savings to pluck from operations after
recently emerging from Chapter 11 bankruptcy protection, Crain's
Detroit Business reported.  DURA, Mr. Leuliette said, has large
inventories to cull.

Mr. Leuliette added that DURA also needs to return to better
payment terms with its suppliers, the report said.  Some terms
required DURA to pay cash in advance or in 10 days for parts
deliveries when normal payment terms are from 30 days to 60
days, he told the Detroit Business.  He added that DURA has room
to improve on 5% EBITDA.  The autoparts industry average is
twice that level, he said.

Mr. Leuliette, according to the Detroit Free Press, said he
expects DURA to put its shares on a stock exchange in the next
12 to 18 months.  That time frame, in part, is to wait until
investors will be willing to put their money in automotive
stocks. "The market's got to be there," Mr. Leuliette said.

DURA, after its emergence from its 20-month stint in Chapter 11
on June 27, 2008, issued 7,234,060 shares of new common stock,
par value US$0.01 per share.  

In a speech delivered at the Center for Automotive Research's
Management Briefing Seminar, Mr. Leuliette blamed U.S. auto
makers for helping force auto-parts suppliers into bankruptcy.  
Auto makers have "begun to realize they have been passing on too
many commodity cost increases to suppliers", he told The Wall
Street Journal.

All Headline News said the worldwide automotive market declined
18.3% in 2008.  General Motors Corp. reported a sales slump for
June 2008, while Toyota Corp. reported a 21% decline.  Nissan
Motor Company reported a drop in sales by nearly 18%, while
sales at Ford Motor Company, also dropped to 28%.  Chrysler LLC
plunged to 36%.  Audodata Corp. attributed the decrease in sales
to soaring fuel prices, which hit record highs from March to
June 2008, AHN said.

According to AHN, citing analysts, automakers are shifting their
focus to producing hybrid cars or fuel-efficient models.  In the
U.S., AHN said Asian automakers Honda Motor Corp. and Hyundai
Motor Company experienced increased in sales in June, outdoing
American car firms GM, Ford and Chrysler.

Mr. Leuliette criticized the U.S. auto makers for "failing to
prepare for the sharp rise in oil and the decline in demand for
large sport-utility vehicles and trucks", the Journal added.

"We had warning.  We knew gasoline prices would rise.  We
watched as emerging markets demanded more and more of the oil,"
The Detroit Free Press quoted Mr. Leuliette as saying.  "As a
nation, we did nothing.  As an industry, we pretended that cheap
oil would last forever."

"GM and Ford moved too slowly to import fuel-saving autos from
overseas to combat record gasoline prices," Mr. Leuliette told
Bloomberg News.  "Japanese automakers already had the vehicles
to bring to market while their U.S. counterparts had no plan to
import the more fuel-efficient vehicles they were selling
overseas."

As a result of the declined in automobile sales in the first
months of 2008, the auto makers have canceled supply agreements,
re-sourced the auto parts to other suppliers for cheaper prices,
resulting to lower sales of the auto suppliers, and leading them
to bankruptcy.

Recently, Intermet Corp. and 19 of its affiliates filed for
Chapter 11 protection, for the second time, citing low demand
for trucks and sport-utility vehicles due to high fuel costs.  
Intermet joins other auto-parts makers including Lexington
Precision Corp., Diamond Glass Inc.  Plastech Engineered
Products Inc., Progressive Molded Products Inc. and Blue Water
Automotive, which filed for Chapter 11 bankruptcy this year due
to rising costs and slowdown in demand.  Plastech and Blue Water
have been liquidating their assets.  Progressive has shut its
business operations after its key customers elected to terminate
their supply contracts.

                           About DURA

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

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

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

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

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.

(Dura Automotive Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Can Amend Sale Deal With Verulamium Finance
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Frontier Airlines
Holdings Inc. and its subsidiaries to terminate the letter of
intent for the sale of two Airbus A319-111 aircraft, and two
Airbus A318-111 aircraft dated as of March 13, 2008, and amended
as of April 28, between the Debtors and Verulamium Finance Ltd.,
and its affiliate Bakersvalley Partners Corp., as the buyer.

Parties to the Original Aircraft Agreements will be released
from their obligations with respect to the Original 318
Aircraft.

The Court also authorized the Debtors to amend the Agency
Agreement, dated as of Dec. 17, 2007, with respect to the
remarketing of four A320 Series aircraft between the Debtors and
JetWorks Leasing, LLC, now known as Skyworks Leasing, LLC, as
amended on May 2, 2008.

Frontier entered, in December 2007, into the Agency Agreement,
pursuant to which Skyworks was appointed the exclusive and
world-wide agent to arrange for a sale or lease of, among
others, the Original 318 Aircraft.

In March 2008, Frontier and Bakersvalley executed the Original
Letter of Intent, as amended in April 2008, pursuant to which
the parties agreed that Bakersvalley would purchase the Original
Aircraft for an aggregate purchase price of US$106,000,000.

The Court approved the assumption of the Original Letter of
Intent on May 2, 2008.

Since the assumption of the Original Letter of Intent,
Bakersvalley expressed its intent to acquire additional aircraft
from Frontier and its preference for the Airbus A319-111 model
of aircraft, especially given the technical challenges
associated with certifying Airbus A318-111 aircraft under local
law, Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New
York, related.

As a result, Mr. Huebner said, Frontier and Bakersvalley have
agreed to enter into the Aircraft Agreements, pursuant to which  
Bakervalley will purchase the Aircraft for an aggregate purchase
price of US$165,000,000.

Additionally, the parties also agree, upon the closing of the
purchases under the Aircraft Agreements, to (i) terminate the
Original Aircraft Agreements, (ii) release all of the
obligations of the parties with respect to the Original 318
Aircraft, and (iii) apply the funds held in escrow with respect
to the Original 318 Aircraft to the purchase price of the
Aircraft.

The mortgages to be discharged using the proceeds of the
purchase price secures an indebtedness of approximately
US$97,700,000, which will result in net cash proceeds to the
estate of approximately US$67,300,000, Mr. Huebner told the
Court.

Frontier and Bakersvalley expect to consummate the sale of all
of the Aircraft on or about Aug. 15, 2008, with title to the
Aircraft passing to Bakersvalley.

Except in certain limited circumstances, the Aircraft will be
physically delivered within the period from Aug. 15, 2008, to
Oct. 31, 2008.  In the interim, Frontier will store and
maintain each Aircraft and Bakersvalley will compensate Frontier
for costs incurred by the storage and maintenance.

Under the Agency Agreement, Skyworks was to receive fees of
US$357,350 on account of the sales of the Original 318 Aircraft.  
Under the Agreement's amended terms, however, Skyworks will
receive only US$170,000 total on account of the sales of the
Replacement Aircraft, which accounts for less than 0.31% of the
gross proceeds of the sale of the Replacement Aircraft and is
entirely reasonable for the valuable services provided by
Skyworks in connection with these transactions, Mr. Huebner
avers.

Mr. Huebner submitted that Frontier's decision to amend the
Agency Agreement, as a result of changes in the underlying
structure of the Debtors' sale of their Aircraft will generate
substantial cash for the estates.

Furthermore, absent an amendment of the Agency Agreement and
termination of the Original Letter of Intent, the Debtors will
need to conduct an additional marketing and sales process which
would only duplicate their and Skyworks' previous efforts,
resulting in additional expenses and delay, Mr. Huebner adds.

Mr. Huebner said the Aircraft Agreements are expected to (i)
contribute significant cash flows to Frontier's 2008 operating
plan, (ii) allow the Debtors to save significant costs on the
maintenance and storage of unneeded aircraft, (iii) enable the
Debtors to continue implementing their operational strategy, and
(iv) provide more cash flow and less risk than any other
alternative plan to lease or sell aircraft in the market.

Mr. Huebner added that the proceeds from the sale of the
Aircraft will generate sufficient proceeds to discharge any
liens or encumbrances on the Aircraft.  Thus, the Sale will
transfer the Aircraft to Bakersvalley free and clear of all
liens, claims and encumbrances and any other interests held by,
or relate against, the Debtors.

The Official Committee of Unsecured Creditors fully supports the
Debtors' request, Mr. Huebner noted.

Each Aircraft subject to the Sale Transactions will be free and
clear of all liens, claims and encumbrances, pursuant to Section
363(f) of the Bankruptcy Code.

As a good-faith purchaser, Bakersvalley is entitled with the
protections under Section 363(m) of the Bankruptcy Code, Judge
Drain ruled.

                   About Frontier Airlines Inc.

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

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

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


FRONTIER AIRLINES: Court Approves Sale/Leaseback Deal With GECAS
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frontier Airlines Holdings Inc. and its subsidiaries
to enter into the Sale/Leaseback and Early Lease Termination
Agreements with GE Commercial Aviation Services LLC.

The Debtors' fleet consists of 70 aircraft, 43 of which are
leased, and 27 are owned by the Debtors.  Of the Debtors' leased
aircraft, 26 are leased from GE Commercial Aviation Services
LLC, and of their owned aircraft, two are pledged to GECAS.  The
Debtors also separately lease three engines from GECAS.

The Debtors have concluded, based on their analysis, that
entering into certain transactions with GECAS will allow them to
monetize the significant equity in certain of their owned
aircraft, while simultaneously achieving the goal of
rationalizing the overall size and composition of their fleet.

After extensive negotiations, the Debtors and GECAS finalized
term sheets that contemplate several transactions between the
parties.  

                    Sale/Leaseback Transactions

A. Transaction Term Sheet 1

The salient provisions under the Transaction 1 Term Sheet
include, without limitation:

   (a) GECAS will purchase one A319 aircraft bearing FAA
       Registration No. N948FR, and lease the aircraft back to
       Frontier for a term of eight years;

   (b) if requested by Frontier no later than August 29, 2008,
       GECAS will purchase an additional aircraft and lease the
       aircraft back to the Lessee for a term of eight years;

   (c) following the consummation of SLB 1, three of the
       operating leases between GECAS and the Lessee will be
       terminated early.  If SLB 2 closes, two further operating
       leases between the parties will be terminated early; and

   (d) the Early Lease Terminations that occur after the closing
       of SLB 1 will be in respect of three A319 aircraft
       bearing FAA Registration Nos. N944FR, N946FR and N950FR.
       The Early Lease Terminations that occur after the closing
       of SLB 2 will be in respect of two A319 aircraft bearing
       FAA Registration Nos. N945FR and N942FR.  GECAS will have
       the right to substitute either of two A318 aircraft
       bearing FAA Registration Nos. N806FR and N807FR for any
       of the A319 aircraft that are subject to Early Lease
       Terminations.

B. Transaction Term Sheet 2

The Transaction 2 Term Sheet's salient provisions are, among
other things:

   (a) unless Frontier will have prepaid in full, on or prior to
       Sept. 5, 2008, all indebtedness secured by the two A319
       aircraft pledged to GECAS, GECAS will purchase and lease
       the Aircraft back to Frontier for a term of 7.5 years;
       and

   (b) for each T2 Sale/Leaseback Transaction which closes, two
       of the operating leases between GECAS and Frontier will
       be subject to Early Lease Terminations.

Under the Transactions 1 and 2 Term Sheets, each Aircraft that
is subject to a Sale/Leaseback Transaction will be delivered
free and clear of liens, and GECAS will retain all rights,
remedies and claims under Section 1110 of the Bankruptcy Code
with respect to the Sale/Leaseback Aircraft.  Upon an event of
default under the Leases, the automatic stay imposed under
Section 362(a) of the Bankruptcy Code will be lifted to allow
the Lessor to exercise its rights, claims, and remedies.

In addition, each aircraft that is subject to an Early Lease
Termination will be removed from service not later than 10 days
preceding designated date for redelivery.

Moreover, GECAS will retain the security deposit under each
Lease, in consideration for GECAS' agreement to waive compliance
with the requirement that each ELT Aircraft at redelivery is
fresh from a Redelivery "C" Check and is repainted in a livery
selected by GECAS.  GECAS will retain allowed administrative
expense claims for rent, supplemental rent, and maintenance
reserves with respect to each ELT Aircraft covering the period
to, and including the date of, surrender and return of the
Aircraft.

Certain "special termination triggers" under the Transactions
include (i) a Court order dismissing or converting the Debtors'
Chapter 11 cases to Chapter 7, (ii) the Debtors' commencement of
a liquidation in their cases, (iii) Frontier's suspension to
carry on all or a material part of its business, (iv) Frontier's
failure in any material respect to provide GECAS with copies of
all current and historical documents and records in respect of
each Aircraft, or (v) or a material breach by Frontier of the
Term Sheets.  Upon the occurrence of a Special Termination
Trigger, GECAS will be permitted to issue to Frontier a written
termination notice, and to exercise its remedies.

Under the Term Sheets, Frontier will provide document access to
GECAS.  Specifically, the parties agree that:

   * on or before Aug. 1, 2008, GECAS will provide Frontier
     with a written notice specifying the order of aircraft and
     engine priority for providing the relevant records;

   * Frontier will provide the Relevant Records to GECAS, and
     will ensure that (i) commencing on Aug. 8, 2008, and
     calculated at the end of each calendar week on a rolling
     cumulative average basis thereafter, the Relevant Records
     -- with respect to at least seven leased aircraft per week
     -- are delivered to GECAS, and (ii) all Relevant Records
     are delivered to GECAS by Frontier no later than
     Aug. 31, 2008;

   * on or prior to Sept. 5, 2008, GECAS will provide Frontier
     with a notice of deficiencies, if any, in the Relevant
     Records provided by Frontier, and the Debtors agree that it
     will rectify all discrepancies on or before Sept. 15, 2008;
     and

   * GECAS will be entitled to conduct an on-site review of
     the Relevant Records with respect to any noted
     discrepancies, to which Frontier will cooperate and assist.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New
York, related that given the unique, pre-existing relationship
between the Debtors and GECAS, the Debtors were able to
structure the Agreements to accomplish multiple goals and to
most effectively leverage the value of their existing assets.

According to Mr. Huebner, the ELT Aircraft are not necessary for
the Debtors' operations; thus, terminating them will allow the
Debtors to monetize the equity in the Transactions and generate
liquidity for the benefit of the Debtors' estates and creditors,  
while the Debtors finalize their potential postpetition
financing.

Furthermore, the ELTs will help achieve the Debtors' fleet
reduction goals over an agreed time frame, while reducing the
magnitude of claims associated with that fleet reduction,
pursuant to their business plan, Mr. Huebner added.

Pursuant to Section 363(f) of the Bankruptcy Code, each Aircraft
that is subject to a Sale/Leaseback Transaction will be
delivered free and clear of liens, including, without limitation
the liens filed by Tarrant County, Texas.

With respect to ELT Aircraft, GECAS (i) will retain all its
rights under Section 1110 of the Bankruptcy Code, and (ii) will
have an allowed administrative expense claim for rent,
supplemental rent, and maintenance reserves.

Additionally, Judge Robert D. Drain permitted GECAS to retain
any and all security deposits previously paid by Frontier with
respect to the ELT Aircraft.  Frontier will indemnify GECAS with
respect to any ELT Aircraft obligations the Debtors may have to
third parties.

Upon the occurrence of any Special Termination Trigger, Frontier
is deemed to have rejected all operating leases with GECAS.  The
Term Sheets will also be terminated, and the Stay imposed by
Section 362(a) of the Bankruptcy Code will be vacated.

In the event of a default under the SLT Leases, the Stay will be
vacated to allow GECAS to exercise its right and remedies.

The Court held that GECAS, as a good-faith purchaser, is
entitled with the protections under Section 363(m) of the
Bankruptcy Code.

                   About Frontier Airlines Inc.

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

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

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


FRONTIER AIRLINES: Court Moves Plan Filing Period to February 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Frontier Airlines Holdings Inc.
and its subsidiaries may file their plan of reorganization,
through and including Feb. 4, 2009.  

"[T]he time within which the Debtors may solicit acceptance, and
no competing plans may be filed, pursuant to Section 1121(c)(3)
of the Bankruptcy Code, is extended through and including
April 6, 2009," Judge Robert Drain held.

The Order is without prejudice to the Debtors' right to seek
additional extensions of, and parties-in-interests' right to
seek to shorten or terminate, the Exclusive Periods, pursuant to
Section 1121(d) of the Bankruptcy Code.

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

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

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


FRONTIER AIRLINES: Court OKs US$30MM Sec. Superpriority DIP Deal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an interim order authorizing Frontier Airlines Inc. and
its debtor-affiliates to enter into the Secured Superpriority
Debtor-In-Possession Credit Agreement with Republic Airways
Holdings Inc., Credit Suisse Securities (USA) LLC, and AQR
Capital, LLC as lenders, and Wells Fargo Bank Northwest,
National Association, as administrative and collateral agent.

The Court allowed the Debtors to borrow up to an aggregate
principal or face amount of US$30,000,000, pursuant to the terms
of the DIP Loan Documents.

                       DIP Obligations

Without further approval of the Court, the Debtors are
authorized to, among other things:

   (a) execute, deliver and perform under the DIP Credit
       Agreement and other DIP Loan Documents, including,
       without limitation, the Collateral Documents, as agreed
       between the Debtors and Wells Fargo;

   (b) pay the all amounts required to be paid to Wells Fargo       
       and the DIP Lenders in connection with the DIP Facility,
       including, among other things, the Commitment Fee for
       US$1,500,000; and

   (c) pay other fees referred under the DIP Credit Agreement,  
       including, among others, fees and expenses of the
       professionals retained.

The DIP Loan Documents will constitute the Debtors' valid and
binding obligations, which will not be stayed, restrained,
voided or recovered under the Bankruptcy Code, or subjected to
defense, reduction, set-off, recoupment or counterclaim.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the
DIP Obligations will constitute allowed claims against the
Debtors with priority over all administrative expenses,
diminution claims and other claims against the Debtors.  
However, the Superpriority Claims of Wells Fargo and the DIP
Lenders arising under the DIP Loan Documents will be pari passu
to the Superpriority Claims of First Data Merchant Services
Corporation.

The Court also vacated and modified the automatic stay under
Section 362 of the Bankruptcy Code to permit Wells Fargo and the
DIP Lenders to accelerate all Obligations due upon the
occurrence of an Event of Default.  The Loans and other
Obligations under the DIP Facility will bear interest at the
Default Rate, and will not be discharged by the confirmation of
the Debtors' plan of reorganization.

Any reversal or modification of the Order will not affect the
validity of any DIP Obligations, and the validity or
enforceability of any lien or priority authorized or created
respect to any DIP Obligations.  Similarly, the DIP Liens and
the Superpriority Claims of Wells Fargo and the DIP Lenders will
not be modified, impaired or discharged by the conversion of the
Debtors' cases to Chapter 7 or their dismissal, and the
confirmation of the Debtors' plan of reorganization.

                 Liens and Security Interests

The Court granted Wells Fargo with these security interests and
liens for the benefit of the DIP Lenders:

   * first lien on unencumbered property, including all of the
     Debtors' existing and after-acquired notes and capital
     stock, accounts, cash or cash equivalents, supporting
     obligations and general intangibles; and

   * liens junior to certain other liens, upon the portion of
     the DIP Collateral that is subject to valid, perfected and
     unavoidable liens in existence immediately prior to the
     Closing Date.

The DIP Liens will not be subject or subordinate to (i) any lien
or security interest that is preserved for the Debtors under
Section 551 of the Bankruptcy Code, or (ii) any liens arising
after the Closing Date, including liens or security interests
for any liability of the Debtors, granted in favor of any
governmental unit, commission, board or court.

All DIP Collateral will be free and clear of other liens, claims
and encumbrances, except for those expressly permitted under
the DIP Loan Documents.

              Section 1110 Assets and Beneficiaries

Judge Drain clarified that the Interim Order does not constitute
a waiver of the rights of any secured party, lessor or vendor
under Section 1110 of the Bankruptcy Code, and is without
prejudice to the rights of any Section 1110 beneficiary.

Any liens that are granted in any Section 1110 Assets will be
"silent" liens, to which Wells Fargo and the DIP Lenders will
not have the right to exercise any remedies, until the
obligations under the relevant Section 1110 Agreements have been
satisfied and paid in full.

Wells Fargo or the DIP Lenders will not be subject to, among
others, (i) the equitable doctrine of "marshaling, and (ii) an
"equities of the case" claim under Section 552(b) of the
Bankruptcy Code with respect to proceeds, product, offspring or
profits of the DIP Collateral.

The Court also directs the Debtors to pay Qwest Communications
Corporation's valid reclamation claim pursuant to Section 546(c)
of the Bankruptcy Code.

                      No Prejudice to CBAs

Judge Drain ruled that the Order will not constitute an
agreement, admission or acknowledgment by any union that any
concessions with respect to, or any changes to, any collective
bargaining agreement are necessary or appropriate.

"The Debtors aren't here seeking to implement any modifications
of their collective bargaining agreements, and I'm clearly not
ruling on any request to do so," Judge Drain said during the
Court hearing on Aug. 5, 2008, according to Bloomberg.

All unions reserve their rights with respect to, among others,
any claim that the terms of the DIP Credit Facility do not
constitute a valid basis in support of Section 1113 of the
Bankruptcy Code.  The Order does not relieve the Debtors of any
obligation with respect to the requirements of Section 1113,
Judge Drain clarified.

The provisions of the Order will govern in the event of its
inconsistencies with the DIP Loan Documents, Judge Drain ruled.

The Court will convene the Final DIP Financing Hearing on
Sept. 15, 2008, at 10:00 a.m., prevailing Eastern Time.  
Objections must be filed no later than August 29, at 5:00 p.m.,
prevailing Eastern Time.

                   Perseus' Improved Terms

Representing Perseus, L.L.C., Michael L. Bernstein, Esq., at
Arnold & Porter LLP, in Washington, D.C., told Judge Drain
during the Aug. 5 hearing that Frontier "didn't provide the
Court information on improved terms that [Perseus had] offered
over the last few days", according to Bloomberg News.

To recall, the Debtors entered into the Original DIP Credit
Agreement with Perseus, and sought authorization to obtain
postpetition financing of up to US$75,000,000, in two
installments, conditioned upon certain concessions which were
satisfactory to Perseus.

Frontier did not want to disclose Perseus' revised terms because
they were confidential and the loan from the new creditor group
was still preferable because it was a "straight loan", not
contingent on a buyout offer,  Marshall S. Huebner, Esq., at
Davis Polk & Wardwell, in New York, responded on behalf of the
airline, says the report.

Frontier, however, is willing to review all strategic offers,
including those from Perseus, Mr. Huebner added.

                 About Frontier Airlines Inc.

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

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

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


JETBLUE AIRWAYS: To Add Mexico-Florida Flights on December 18
-------------------------------------------------------------
JetBlue Airways Corporation is planning to further expand its
reach in the Caribbean region this winter with two new routes
from Cancun, Mexico.  JetBlue will begin daily nonstop service
between Cancun and Tampa, Fla. -- Tampa Bay's only service to
Mexico -- on Dec. 18, and kick off Saturday service between
Cancun and Washington's Dulles International Airport on Dec. 20.  
Fares between Tampa and Cancun start at just US$99 (a) each way
while fares between Washington and Cancun start at US$199 (a)
each way.

JetBlue's new service to the popular Yucatan resort region
complements its existing nonstop flights from Boston, New York
(JFK) and Orlando, Fla. to Cancun.  The airline will this winter
be the second-largest U.S. airline to the Caribbean/Atlantic
region with as many as 50 daily flights.

"Cancun -- it's so close, yet for the Tampa Bay region, which
has long lacked nonstop service to Mexico, it's been so far
away," said Jim Fuoco, manager of route planning for JetBlue.  
"Today we're thrilled to announce our first international routes
from Tampa, and provide our customers with more of the low fares
and great service they've been asking for.  Together with our
new weekend service from Washington, we look forward to
introducing even more travelers to the beauty and excitement of
Cancun this winter."

"We are very excited about JetBlue's newest addition to their
nonstop flights to Cancun from Tampa and Washington.  These are
important U.S. markets and we are confident that these new
direct flights will invite travel to Cancun, one of Mexico's top
destinations offering pristine blue waters, fantastic
gastronomy, luxurious hotels and spas and plenty of adventure
and entertainment," said Oscar Fitch, director of the Mexico
Tourism Board.

"We are appreciative that JetBlue is starting this new service
to Cancun and I have every confidence that the Tampa Bay Area
travelers will show their appreciation by flying to Cancun on
JetBlue," said Louis Miller, Tampa International Airport's
executive director.  "Working together to secure this new
international route demonstrates that JetBlue is putting its
planes where strong growth opportunities exist."

Low fares aren't all that JetBlue customers traveling to and
from Cancun can look forward to: they'll also enjoy comfy all-
leather seats with industry-leading legroom and a selection of
free and unlimited drinks and snacks.  JetBlue's new Tampa
service will be operated with 100-seat EMBRAER 190 jets while
Washington flights will be operated with 150-seat Airbus A320
aircraft.

                       About JetBlue Airways

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

JetBlue currently serves 53 cities with 600 daily flights.

                            *     *     *

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


SEMGROUP LP: Wants to Hire Blackstone as Investment Banker
----------------------------------------------------------
The SemGroup, L.P., and its debtor-affiliates seeks the
authority of the U.S. Bankruptcy Court for the District of
Delaware to retain Blackstone Advisory Services L.P., as their
investment banker, nunc pro tunc to the bankruptcy filing.

According to the Debtors, Blackstone has diverse experience,
knowledge, recognized expertise, and reputation in the
restructuring field.  The Debtors employed Blackstone on
July 14, 2008, to assist them in the evaluation of strategic
alternatives, and to serve as their financial adviser.

As investment banker, Blackstone will:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors,
       creditors, and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of those
       stakeholders impacted by the Restructuring;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' obligations;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors, and other interested
       parties;

   (i) value securities offered by the Debtors in connection
       with a restructuring;

   (j) advise the Debtors and negotiate with lenders with
       respect to potential waivers or amendments of various
       credit facilities;

   (k) assist in arranging debtor-in-possession financing for
       the Debtors;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services;

   (m) assist the Debtors in preparing marketing materials in
       conjunction with a possible transaction;

   (n) assist the Debtors in identifying potential buyers or
       parties-in-interest to a transaction and assist in the
       due diligence process;

   (o) assist and advise the Debtors concerning the terms,
       conditions and impact of any proposed transaction; and

   (p) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a restructuring or a transaction, as requested and
       mutually agreed.

Blackstone will be paid:

   * a US$350,000 monthly advisory fee, in cash;

   * a US$1,050,000 retainer, in cash;

   * a debt financing fee in the lesser amount of 1% of the face
     amount of any new debt financing raised, or US$3,000,000 in
     cash for any new debt financing;

   * an equity financing fee of 5.0% of the total amount of any
     new equity financing;

   * an additional US$20,000,000 restructuring fee, in cash; and

   * a transaction fee out of the gross proceeds of the
     transaction, calculated as 1.0% of the consideration, and
     credited against the restructuring fee.

The Debtors will also reimburse Blackstone of all reasonable
out-of-pocket expenses incurred during the engagement.

Steve Zelin, senior managing director at Blackstone, assured the
Court that his firm does not hold any interest adverse to the
Debtors, their estates, and their creditors.  Blackstone is a
"disinterested person" as that term is applied in Section
101(14) of the Bankruptcy Code.

                        About SemGroup L.P.

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

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

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

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

(SemGoup Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEMGROUP LP: Owes More Than US$8 Million to Oil Vendors
-------------------------------------------------------
SemGroup L.P. are parties to prepetition oil and gas purchase
agreements with each of Mull Drilling Company and D.E.
Exploration, Inc.  The purchase agreements incorporates
"Conoco's Latest General Terms and Conditions", which provides
parameters for measurement and testing of the oil and gas.  The
Debtors remit payments for the purchased products on the 20th
day of the month following delivery.

Under the purchase agreement, if the Debtors make a late payment
or fail to make a payment, the Conoco terms and conditions
provide that the oil vendors may charge interest on the due
amount at a per annum rate.  The Concoco terms are controlled by
the laws of the state of Texas.  To assure payment, the Conoco
Terms allow the vendors to require an advance cash payment or a
satisfactory security, through a letter of credit that covers
all deliveries of crude oil.  Failure to do so allows the
vendors or the Debtors to terminate the agreement.

Gary F. Seitz, Esq., at Rawle & Henderson, LLP, in Wilmington,
Delaware, representing the vendors, related that payments for
the June delivery of oil and gas by the vendors were due on
July 20, 2008, but no payments from the Debtors were received.  
He asserted that the Debtors are now in default under the
purchase agreement for failing to provide payment.

Mr. Seitz said the Debtors owe more than US$8,000,000 for oil
delivered by the vendors:

   Mull Drilling                  US$6,556,780
   D. E. Exploration                 2,200,048

Pursuant to Section 9.343 of the Texas Business & Commerce Code,
the vendors have perfected purchase money security interests in
the oil and gas production.  In the event that the delivered oil
and gas is sold to a second purchaser, the vendors have
continuing purchase money security interests in the resulting
proceeds, Mr Seitz said.  He said he believes that the delivered
oil and gas is currently in the Debtors' possession, or has been
sold to a second purchaser.

Mr. Seitz told the U.S. Bankruptcy Court for the District of
Delaware that the vendors seek to initiate federal court actions
against the Debtors for the lack of adequate protection of
interest in the delivered oil and gas.  

The vendors, accordingly, separately asked the Court to
terminate the automatic stay to recover the Delivered Oil and
Gas, and grant them adequate protection for those goods.

The vendors filed with the Court separate notices of claim
reclamation in the Debtors' chapter 11 cases.

                        About SemGroup L.P.

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

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

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: US$150MM "Secret" Loan From Hedge Funds Ominous
------------------------------------------------------------
A US$150 million loan provided by hedge funds Alerian Capital
Management LLC, of Dallas and Manchester Securities Corp. of New
York to SemGroup LP prior to the energy company's collapse could
emerge as a source of contention in SemGroup's bankruptcy
proceedings, Serena Ng and Annd Davis of The Wall Street Journal
report.  

The hedge funds provided the US$150 million to help SemGroup met
margin calls on futures contracts and derivative trades prior to
the company's bankruptcy filing on July 22.  Under the
agreement, the hedge funds would get SemGroup's interest in
SemGroup Energy Partners LP (SGLP), a profitable affiliate, once
SemGroup defaults on the debt, which it did.

"Some of SemGroup's other lenders -- owed a total of more than
US$3 billion -- said they were unaware of the loan or not fully
informed of its terms," according to the report.

                        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)



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

MAXXAM INC: J. Kent Friedman Resigns as General Counsel
-------------------------------------------------------
MAXXAM Inc. and J. Kent Friedman, the co-vice chairperson and
general counsel of the company, entered into a Separation,
Release and Confidentiality Agreement and related Addendum on
July 31, 2008.  

Under the Separation Agreement, Mr. Friedman terminated his
employment with the company effective as of July 31, 2008,
although he will continue to serve on the company's Board of
Directors as co-vice chairman and receive compensation as a non-
employee director.  

The Separation Agreement also contemplates that Mr. Friedman
will serve the company as outside general counsel through the
law firm he was joining following termination of his employment.

The Separation Agreement indicates that the company expects
Mr. Friedman will not be required to spend more than 20% of his
time on company legal matters.

The terms of the Separation Agreement confirmed that Mr.
Friedman would receive his benefits under the company's existing
plans and programs, including the company's Pension Plan and
Supplemental Executive Retirement Plan, 16 weeks of severance
pay, up to one year's of continued coverage under the company's
group health insurance (provided that he pays for 50% of the
cost), and his vested amounts under the company's Capital
Accumulation Plan and Supplemental Savings Plan.

The Separation Agreement also provided for the extension of the
time period in which Mr. Friedman can exercise his vested stock
options/stock appreciation rights.  Subject to approval by the
company's Section 162(m) Compensation Committee (which was
obtained), the exercise period was extended to Dec. 1, 2009, for
17,500 Options and to Dec. 31, 2009, for 46,887 Options.  

All of his unvested options were cancelled as of July 31, 2008.  
Mr. Friedman would also earn a specified cash payment under
certain circumstances if prior to Dec. 31, 2009:

     (i) the Texas Legislature allows video lottery terminals
         to be utilized at Texas horse and dog tracks, and

     (ii) if required, such legislation is approved by Texas
          voters.

                       About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly-
traded company, with business interests in three industries:
forest products, real estate investment and development and
racing operations.  MAXXAM's real estate interests include
commercial and residential properties in Arizona, California,
Texas, and Puerto Rico.  The company also owns the Sam Houston
Race Park, a horseracing track near Houston.  Its chairperson
and chief executive officer, Charles Hurwitz, controls 77% of
MAXXAM.

As reported in the Troubled Company Reporter-Latin America on
Aug. 14, 2008, MAXXAM Inc.'s consolidated balance sheet at
June 30, 2008, showed US$469.8 million in total assets and
US$776.1 million in total liabilities, resulting in a
US$306.3 million stockholders' deficit.

                       Going Concern Doubt

Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of the separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its
effect on the company, as well as the company's operating losses
at its remaining subsidiaries.



=============
U R U G U A Y
=============

ABN AMRO: Moody's Reviews B2 Deposit Rating for Likely Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the B2 foreign currency deposit ratings and the A3.uy
national scale foreign currency deposit ratings of ABN AMRO Bank
N.V.  These actions were based on Moody's review for possible
upgrade of Uruguay's B2 foreign currency deposit ceiling.

At the same time, Moody's upgraded to B1, from B2, the foreign
currency deposit ratings and to A2.uy, from A3.uy, the national
scale foreign currency deposit ratings of Banco de la Republica
Oriental del Uruguay and Banco Hipotecario del Uruguay, and
placed the ratings on review for possible upgrade, based on
Moody's review for upgrade of the Uruguayan government's B1
foreign currency bond rating.  These actions aligned the banks'
foreign currency deposit ratings with the government's B1
rating, in light of its full and unconditional guarantee of
their obligations.

Moody's also placed on review for possible upgrade the A2.uy
national scale foreign currency debt rating of Banco Hipotecario
del Uruguay, in line with the review for upgrade of the global
scale foreign currency bond rating of the Uruguayan government.

The bank's ratings that were affected:

ABN AMRO Bank N.V., Montevideo Branch

   -- Foreign Currency Deposit Rating of B2: placed on Review
      for Possible Upgrade; and

   -- National Scale Foreign Currency Deposit Rating of A3.uy:
      placed on Review for Possible Upgrade.

ABN AMRO Bank N.V. (Montevideo) -- http://www.abnamro.com.uy--  
is headquartered in Montevideo, Uruguay.


BANCO BILBAO: S&P's BB- Rating Lift Reflects Improved Financials
----------------------------------------------------------------
Standard & Poor's Ratings Services' rating on Banco Bilbao
Vizcaya Argentaria Uruguay S.A. reflects its comfortable
financial position and the explicit support from its parent,
Banco Bilbao Vizcaya Argentaria S.A. (BBVA; AA/Stable/A-1+).  
This support became evident with its implementation of
contingent liquidity lines during the Uruguay Banking Crisis and
its increase in ownership of its Uruguayan subsidiary to 100% in
June 2002.  The bank currently enjoys high liquidity and
adequate capitalization.  However, along with its peers in
Uruguay, the bank still suffers from the low but growing demand
for credit in the Uruguayan financial system.

The recent rating upgrade to 'BB-' from 'B+' on BBVA Uruguay
incorporates the country's stronger operating environment and
the improvements in the Uruguayan financial system, which have
benefited the bank's creditworthiness.  In addition to a better
economic environment, S&P believes that Uruguayan banks are now
subject to stricter prudential regulations that, along with an
overall improvement in risk management, is lessening the
financial system's intrinsic risk.  Nevertheless, despite an
incipient change in the currency structure of loans, the
still-high dollarization level (around 80% of total loans and
deposits are denominated in foreign currency) in private banks
poses an important risk for the whole banking sector.

After redefining its strategy following the 2002 financial
crisis, BBVA limited its expansion in the retail sector to focus
its efforts on servicing the corporate sector -- national and
international--and offering fee-based services, trying first to
increase business activity with its current clients.  More
recently, the bank has been increasingly focused on a more
retail-orientated business model in an effort to increase its
share of higher-yielding segments, including small and midsize
enterprises and individuals.  To this end, the bank has been
actively investing in new products and strengthening its
business network.

To increase profitability amid high liquidity and still-low
intermediation levels, the bank has increased its loans to the
nonfinancial sector and reduced its placements in foreign
financial institutions.  The bank's gross loan portfolio to the
private nonfinancial sector grew 40% from June 2008 to June
2007, well above loan growth in Uruguay's financial system.
During the first half of 2008, the bank reached an average
return on assets of 1.38% due to its better efficiency levels.

The increasing current loan demand in Uruguay could partially
compensate for the lower income stemming from the fall in
international interest rates and the Uruguayan Central Bank's
higher reserve requirements helping to maintain financial
margins during 2008.  The bank will face the challenge of
increasing its intermediation activity -- especially in the more
profitable niches -- while raising the fees on business
generated by its banking operation in order to keep
profitability at adequate levels.  In this regard, it is better
positioned than other banks in the Uruguayan financial system
due to its relatively more moderate cost structure.

The bank has adequate liquidity.  As of June 30, 2008, almost
26% of total assets were liquid instruments (cash, deposits in
the Central Bank, and investment securities), and 12% was
relatively short-term loans to other financial institutions --
down from 49% in 2006.

Good asset quality, low nonperforming loans, and good reserve
coverage support the rating.  The bank reported a nonperforming
loan ratio of 0.13% in June 2008, which compares well with that
of it peers.  The Uruguayan financial system has higher
provisioning requirements as observed by the high coverage ratio
of 880%.  Current nonperforming loans are likely to have found a
floor.

S&P believes that BBVA Uruguay has an adequate capital base
related to its current asset level and to its potential growth
in the medium term.  As of June 30, 2008, the ratio of adjusted
equity to assets based on S&P's methodology was 9%.

                           Outlook
      
The stable outlook reflects S&P's opinion that the bank will be
able to manage its renewed business strategy while maintaining
healthy asset quality indicators and adequate liquidity.  Future
upgrades will depend not only on the upgrade of the sovereign,
but also on the bank's stand-alone creditworthiness, especially
as measured by the quality and sustainability of asset quality,
funding, and profitability.  Conversely, if the bank's liquidity
and funding are pressured, or if there is a significant downturn
in asset quality or a material decline in profitability, S&P
could revise the outlook to negative or lower the ratings.

Headquartered in Montevideo, Uruguay, Banco Bilbao Vizcaya
Argentaria Uruguay SA -- http://www.bbva.com.uy-- is a  
subsidiary of Banco Bilbao Vizcaya Argentaria, one of the
largest financial groups in Latin America and runs the second
biggest banking franchise in Spain.  With consolidated assets of
US$653 million (UYU12.738 million) as of June 30, 2008, the bank
is the sixth-largest Uruguayan private bank in terms of assets,
and the seventh-largest in terms of loan portfolio (with a 7.5%
market share).


BANCO ITAU: Moody's Puts B2 Rating on Review for Likely Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the B2 foreign currency deposit ratings and the A3.uy
national scale foreign currency deposit ratings of Banco Itau
Uruguay S.A.  These actions were based on Moody's review for
possible upgrade of Uruguay's B2 foreign currency deposit
ceiling.

At the same time, Moody's upgraded to B1, from B2, the foreign
currency deposit ratings and to A2.uy, from A3.uy, the national
scale foreign currency deposit ratings of Banco de la Republica
Oriental del Uruguay and Banco Hipotecario del Uruguay, and
placed the ratings on review for possible upgrade, based on
Moody's review for upgrade of the Uruguayan government's B1
foreign currency bond rating.  These actions aligned the banks'
foreign currency deposit ratings with the government's B1
rating, in light of its full and unconditional guarantee of
their obligations.

Moody's also placed on review for possible upgrade the A2.uy
national scale foreign currency debt rating of Banco Hipotecario
del Uruguay, in line with the review for upgrade of the global
scale foreign currency bond rating of the Uruguayan government.

These bank ratings were affected:

Banco Itau Uruguay S.A.

   -- Foreign Currency Deposit Rating of B2: placed on Review
      for Possible Upgrade; and

   -- National Scale Foreign Currency Deposit Rating of A3.uy:
      placed on Review for Possible Upgrade.

Banco Itau Uruguay S.A. is a multi-product commercial bank, with
a branch network throughout the country.  As of June 2007 the
bank had UYU21.1 billion of assets and UYU1.9 billion of equity.


BANCO SANTANDER: Moody's Reviews B2 Rating for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the B2 foreign currency deposit ratings and the A3.uy
national scale foreign currency deposit ratings of Banco
Santander, S.A. (Uruguay).  These actions were based on Moody's
review for possible upgrade of Uruguay's B2 foreign currency
deposit ceiling.

At the same time, Moody's upgraded to B1, from B2, the foreign
currency deposit ratings and to A2.uy, from A3.uy, the national
scale foreign currency deposit ratings of Banco de la Republica
Oriental del Uruguay and Banco Hipotecario del Uruguay, and
placed the ratings on review for possible upgrade, based on
Moody's review for upgrade of the Uruguayan government's B1
foreign currency bond rating.  These actions aligned the banks'
foreign currency deposit ratings with the government's B1
rating, in light of its full and unconditional guarantee of
their obligations.

Moody's also placed on review for possible upgrade the A2.uy
national scale foreign currency debt rating of Banco Hipotecario
del Uruguay, in line with the review for upgrade of the global
scale foreign currency bond rating of the Uruguayan government.

These bank ratings were affected:

Banco Santander, S.A. (Uruguay)

   -- Foreign Currency Deposit Rating of B2: placed on Review
      for Possible Upgrade; and

   -- National Scale Foreign Currency Deposit Rating of A3.uy:
      placed on Review for Possible Upgrade.

Headquartered in Montevideo, Banco Santander SA (Uruguay) --
http://www.santander.com.uy--  is one of Uruguay's largest  
private banks and it focuses mainly on private banking and
lending to companies and big corporations.


CITIBANK (URUGUAY): Improved Financials Prompt S&P's BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Citibank N.A.
Uruguay Branch (Citibank Uruguay) are based on its status as a
branch of Citibank N.A. New York, NY (AA/Negative/A-1+).  S&P
assumes that, absent the sovereign's direct intervention, the
parent company would ensure full and timely payment of the
Uruguayan branch's obligations.

The recent rating upgrade to 'BB-' from 'B+' on Citibank Uruguay
incorporates the country's stronger operating environment and
the improvements in the Uruguayan financial system, which have
benefited the bank's creditworthiness.  In addition to a better
economic environment, S&P believes that Uruguayan banks are now
subject to stricter prudential regulations that, along with an
overall improvement in risk management, is lessening the
financial system's intrinsic risk.  Nevertheless, despite an
incipient change in the currency structure of loans, the
still-high dollarization level (around 80% of total loans and
deposits are denominated in foreign currency) in private banks
poses an important risk for the whole banking sector.

Citibank's presence in Uruguay dates back to 1915.  With total
assets of US$640 million (UYU12.483 million) as of June 30,
2008, it ranked seventh among the 14 private banks in Uruguay.
Compared to other countries, Citibank's Uruguayan operation is
relatively small and mainly focused on the wholesale business,
especially on large multinational corporations.  Nevertheless,
in line with Citibank's strategy for emerging markets, the
Uruguayan branch offers a wide array of traditional and
nontraditional products to a small segment of corporations and
individuals.  Additionally, Citibank Uruguay works actively with
the country's public sector.  Citibank Uruguay follows the same
policies and procedures as Citigroup worldwide, mainly in the
risk management, credit, and treasury areas.  As part of
Citigroup's world network, the bank also benefits from high
financial flexibility and constant support in terms of business
and product development.

Return on assets reached a relatively low 0.8% during the first
half of 2008.  Nevertheless, the increasing current loan demand
in Uruguay could partially compensate for the lower income
stemming from the fall in international interest rates and the
Uruguayan Central Bank's higher reserve requirements.  The
bank's gross, private nonfinancial sector loan portfolio
expanded significantly, well above the loan growth in Uruguay's
financial system.

The improvement in Uruguay's economy over the past year has
helped consolidate already good quality indicators for the
bank's portfolio.  The nonperforming loans-to-total loans ratio
improved to a historic low of 0.08% (from 0.29% at the end of
2007) and loss coverage reserves significantly increased.

The bank presents adequate capitalization with adjusted equity
to assets -- based on S&P's methodology -- of 7.8% as of
June 30, 2008.

                            Outlook
      
The stable outlook reflects S&P's expectation that Citibank
Uruguay will keep its position in the Uruguayan financial
system, while maintaining healthy asset quality indicators and
prudent liquidity.  Future upgrades will depend not only on the
upgrade of the sovereign, but also on the bank's stand-alone
creditworthiness, especially as measured by the quality and
sustainability of asset quality, funding, and profitability.  A
significant worsening of asset quality indicators, or a material
decline in profitability and capital levels, could trigger a
revision on the outlook or even a downgrade.

Headquartered in Montevideo, Uruguay, Citibank N.A. Uruguay --
http://www.citibank.com.uy-- is ranked seventh among the 14  
private banks in Uruguay, as of June 30, 2008.


CREDIT URUGUAY: Moody's Reviews B2 Rating for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the B2 foreign currency deposit ratings and the A3.uy
national scale foreign currency deposit ratings of Credit
Uruguay Banco S.A.  These actions were based on Moody's review
for possible upgrade of Uruguay's B2 foreign currency deposit
ceiling.

At the same time, Moody's upgraded to B1, from B2, the foreign
currency deposit ratings and to A2.uy, from A3.uy, the national
scale foreign currency deposit ratings of Banco de la Republica
Oriental del Uruguay and Banco Hipotecario del Uruguay, and
placed the ratings on review for possible upgrade, based on
Moody's review for upgrade of the Uruguayan government's B1
foreign currency bond rating.  These actions aligned the banks'
foreign currency deposit ratings with the government's B1
rating, in light of its full and unconditional guarantee of
their obligations.

Moody's also placed on review for possible upgrade the A2.uy
national scale foreign currency debt rating of Banco Hipotecario
del Uruguay, in line with the review for upgrade of the global
scale foreign currency bond rating of the Uruguayan government.

The bank's ratings were affected:

Credit Uruguay Banco S.A.

   -- Foreign Currency Deposit Rating of B2: placed on Review
      for Possible Upgrade; and

   -- National Scale Foreign Currency Deposit Rating of A3.uy:
      placed on Review for Possible Upgrade.

Credit Uruguay Banco S.A. -- http://www.credituruguay.com.uy--  
is headquartered in Montevideo, Uruguay.


DISCOUNT BANK: S&P's BB- Rating Shows Improvement in Financials
---------------------------------------------------------------
Standard & Poor's Ratings Services' rating on Uruguay-based
Discount Bank Latin America S.A. reflects its solid financial
position relative to other banks in Uruguay stemming from the
bank's good asset quality and efficient assignment of assets to
loans with higher profitability and no significant risk.  The
rating also incorporates the flexibility afforded to its
ultimate holding company, Israel Discount Bank Ltd. (IDB;
BBB/Stable/A-2), by this strategic foothold in Uruguay.  
Although the Uruguay bank is a small operation, it is the IDB
group's only bank operating in Latin America.  Along with the
rest of its peers, the bank still suffers from the low, but
increasing, demand for credit in the Uruguayan financial system.
The bank also benefits from the operations of other institutions
in the group.

The recent rating upgrade to 'BB-' from 'B+' on the bank
incorporates the country's stronger operating environment, the
improvements in the Uruguayan financial system, and Uruguay's
contribution to the bank's creditworthiness.  In addition to a
better economic environment, S&P believes that Uruguayan banks
are now subject to stricter prudential regulations that, along
with an overall improvement in risk management, is lessening the
financial system's intrinsic risk.  Nevertheless, despite an
incipient change in the currency structure of loans, the still-
high dollarization level (around 80% of total loans and deposits
are denominated in foreign currency) in private banks poses an
important risk for the whole banking sector.

With total assets of US$570 million (UYU11.126 million),
Discount Bank Latin America is a universal bank active in the
high-income segment.  It is one of the market leaders among
private banks in the payroll business, having agreements with
Uruguay's main unions and professional associations.  The bank
is increasingly targeting the import and export segment, trying
to rebound to the operating levels it achieved before the 2002
Uruguay Banking Crisis.  The bank aims to deliver new
competitive financial products in the high-income sector and to
expand its customer base in other demographic segments.

Even though loans to financial institutions declined
significantly (35% from June 2008 to June 2007), these loans
still represented 55% of total loans as of June 30, 2008.
Besides, loans to the nonfinancial sector experienced a moderate
increase, similar to that experienced by the Uruguayan financial
system as a whole.  S&P expects growth in financial-sector loans
to continue declining, mainly due to lower international
interest rates.  The bank is challenged to further diversify its
portfolio to partially offset the slower increase in interbank
loans.

Due to its lack of risk assets, the bank maintains a healthy
liquidity position, with liquid assets (cash and securities)
representing 45% of total assets, 28% of interbank loans, and
only 15% of loans to the nonfinancial private sector.

The bank has good asset quality arising from its conservative
credit policies and the low risk implicit in its type of
business.  The nonperforming-to-total loans ratio was still at a
low 1.3% as of June 30, 2008.  The bank's reserves coverage --
an elevated 321% as of June 30, 2008 -- also appears ample
relative to the risks implicit in its loan portfolio.

During the first half of 2008, the bank's consolidated financial
statement reported a decline in return on assets to a low 0.5%.  
In addition, the local financial statement net income amounted
to a UYU2 million loss.  The bank is challenged to increase
business diversification and market penetration to maintain its
profitability.

The bank presents adequate capitalization to sustain its loan
book in the medium term.  As of June 30, 2008, the ratio of
adjusted equity to assets based on S&P's methodology was 9.9%.

                           Outlook

The stable outlook reflects S&P's expectation that the bank will
be able to further grow its niche operation, while maintaining
healthy asset quality indicators and capitalization at prudent
levels.  Future upgrades will depend not only on the upgrade of
the sovereign, but also on the bank's stand-alone
creditworthiness, especially as measured by the quality and
sustainability of its asset quality, funding, and profitability.
Conversely, if the bank's liquidity and funding are pressured,
or if there is a significant downturn in its asset quality or a
material decline in profitability, S&P could revise the outlook
to negative or lower the rating.

Headquartered in Montevideo, Uruguay, Discount Bank Latin
America SA -- http://www.discbank.com.uy/-- is fully owned by  
Israel Discount Bank Ltd., a totally controlled subsidiary of
Discount Bancorp Inc., a holding company incorporated in
Delaware, USA.  The Uruguay bank has 12 branches.


LLOYDS (URUGUAY): Moody's Reviews B2 Rating for Likely Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the B2 foreign currency deposit ratings and the A3.uy
national scale foreign currency deposit ratings of Lloyds TSB
Bank plc (Uruguay).  These actions were based on Moody's review
for possible upgrade of Uruguay's B2 foreign currency deposit
ceiling.

At the same time, Moody's upgraded to B1, from B2, the foreign
currency deposit ratings and to A2.uy, from A3.uy, the national
scale foreign currency deposit ratings of Banco de la Republica
Oriental del Uruguay and Banco Hipotecario del Uruguay, and
placed the ratings on review for possible upgrade, based on
Moody's review for upgrade of the Uruguayan government's B1
foreign currency bond rating.  These actions aligned the banks'
foreign currency deposit ratings with the government's B1
rating, in light of its full and unconditional guarantee of
their obligations.

Moody's also placed on review for possible upgrade the A2.uy
national scale foreign currency debt rating of Banco Hipotecario
del Uruguay, in line with the review for upgrade of the global
scale foreign currency bond rating of the Uruguayan government.

The bank's ratings that were affected:

Lloyds TSB Bank plc (Uruguay)

   -- Foreign Currency Deposit Rating of B2: placed on Review
      for Possible Upgrade; and

   -- National Scale Foreign Currency Deposit Rating of A3.uy:
      placed on Review for Possible Upgrade.



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

HINDU CEDIT: Charles Mitchell Unfair to Firm, Says Farid Scoon
--------------------------------------------------------------
Francis Joseph at The Trinidad Guardian reports that Farid
Scoon, the attorney for Hindu Credit Union Co-Operative Society
Ltd., said that Charles Mitchell, the Commissioner of Co-
operatives, has been unfair to the company.

The Guardian notes that Mr. Scoon said Mr. Mitchell could have
summoned a special meeting of the society.  Mr. Scoon explained,
"If the people wanted Harry Harnarine out, the commissioner
could have summoned a meeting and have the members move
Harnarine."

The auditors at Ernst and Young that Mr. Mitchell brought into
Hindu Credit never asked one question about the firm's
operations, The Guardian relates, citing Mr. Scoon.  

According to The Guardian, Mr. Scoon also blamed the firm's
crisis on the non-Hindus admitted into the credit union.  Mr.
Scoon said that when Hindu Credit's President Harry Harnarine
decided to admit non-Hindus into the company, "it caused a
backlash where some radio stations and the defunct TTT carrying
reports which caused T$325 million to be withdrawn from the
credit union within months".

The Guardian relates that Hindu Credit had about 650 members
with assets at T$4.5 million when Mr. Harnarine became the
company's president.  The company now has 200,000 members with
assets worth T$1.1 billion, the report says, citing Mr.
Harnarine.

"Being the superior financial person that he is, Harnarine
managed to keep the credit union alive despite the T$325 million
run, out of the T$1.1 billion union," The Guardian quoted Mr.
Scoon as saying.

Headquartered in Borough, Chaguanas, Hindu Credit Union Co-
Operative Society Limited -- www.ourhcu.com -- reportedly has
between US$115.2 million and US$131.6 million in assets and a
total of US$32.9 million in liabilities.  It has a membership
totaling more than 200,000.

                            *     *     *

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


HINDU CREDIT: Clients Mull Legal Action Against Charles Mitchell
----------------------------------------------------------------
Clients at The Hindu Credit Union Co-Operative Society Ltd.
are threatening legal action against the co-operative's
development commissioner Charles Mitchell, The Trinidad and
Tobago Newsday reports.

In behalf of 53 depositors, attorneys Anand Ramlogan and Cindy
Bhagwandeen wrote a letter on Aug. 12 to Commissioner Mitchell
saying that the co-operative's depositors complain of having no
access to their own money and are blaiming Mr. Mitchell for not
protecting their assets, The Newsday relates.

According to the report, the pre-action protocol letter stated
that the Commissioner should have alerted his office and that
"red flashing warning" lights should convince Mr. Mitchell to
intervene immediately because "it raised questions about the
solvency and financial health of the company as it impacted
directly" on the co-operative's ability to repay its clients.

The nine-page letter notes that depositors are claiming Mr.
Mitchell has breached his duty as commissioner by not acting on
their best interest and protecting them from insolvency through
his power to supervise affairs at Hindu Credit, The Newsday
states.

The Newsday says that the government of Trinidad and Tobago was
granted full control of Hindu Credit by a High Court judge's
order to freeze all assets of the co-operative and submit all
its documents to Ernst & Young, the appointed auditors for the
company.

Headquartered in Borough, Chaguanas, Hindu Credit Union Co-
Operative Society Limited -- www.ourhcu.com -- reportedly has
between US$115.2 million and US$131.6 million in assets and a
total of US$32.9 million in liabilities.  It has a membership
totaling more than 200,000.

                            *     *     *

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



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

PETROLEOS DE VENEZUELA: Begins Tender Offer for Petrozuata Bonds
----------------------------------------------------------------
Petroleos de Venezuela S.A., a.k.a. PDVSA, has commenced a cash
tender offer for any and all of the outstanding:

   -- 7.63% bonds due 2009 (CUSIP Nos. 71676QAA4/DD0109197; ISIN
      No. USG70415AA51),

   -- 8.22% bonds due 2017 (CUSIP Nos. 71676QAC0/DD0110062; ISIN
      No. USG70415AB35) and

   -- 8.37% bonds due 2022 (CUSIP Nos. 71676QAE6/DD0110070; ISIN
      No. USG70415AC18)

issued by Petrozuata Finance Inc. in connection with the
Petrozuata extra-heavy crude oil project in the Orinoco Belt
region.  There are currently outstanding approximately
US$61.3 million, US$618.9 million and US$75.0 million in
aggregate principal amount of the 2009 Bonds, the 2017 Bonds and
the 2022 Bonds, respectively.  The tender offer will expire at
midnight, New York City time, on Sept. 12, 2008, unless extended
or terminated by PDVSA.

In conjunction with the tender offer, PDVSA is soliciting
consents of the holders of the Bonds to certain proposed
amendments and waivers to:

   (i) eliminate substantially all of the restrictive covenants
       and events of default in the indenture pursuant to which
       the Bonds were issued and the common security agreement
       and other financing documents related to the Bonds (other
       than events of default arising from payment defaults and
       failure to comply with provisions of the indenture or the
       Bonds, as amended) and supplement, modify or eliminate
       certain other provisions of the indenture,

  (ii) release all of the collateral securing the Bonds,

(iii) waive any and all prior and existing defaults,
       prospective defaults and events of default under the
       indenture, the common security agreement and the other
       financing documents,

  (iv) adopt certain proposed amendments to the common security
       agreement, the indenture and the other financing
       documents and certain other agreements related to the
       Petrozuata project to give effect to the foregoing, and

   (v) terminate the common security agreement and certain of
       the other financing documents.

The consent of holders of Bonds representing more than 66.67% in
aggregate principal amount of all outstanding Bonds will be
sufficient to approve all of the Proposed Amendments.  PDVSA has
reserved the right to amend, extend or terminate the tender
offer and consent solicitation at any time.

The tender offer and consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated Aug. 14, 2008 and related Consent and Letter of
Transmittal.  As described in more detail in the Offer to
Purchase, the purchase price per US$1,000 principal amount of
Bonds validly tendered and accepted for purchase by PDVSA will
be par plus a premium calculated two business days prior to the
payment date based upon:

   (i) for the 2009 Bonds, a fixed spread of 30 basis points
       over the yields, interpolated on a straight-line basis,
       of the U.S. Treasury 4.625% security due
       Nov. 30, 2008, and U.S. Treasury 3.375% security due
       Dec. 15, 2008,

  (ii) for the 2017 Bonds, a fixed spread of 50 basis points
       over the yields, interpolated on a straight-line basis,
       of the U.S. Treasury 4.250% security due Nov. 15, 2013,
       and U.S. Treasury 4.000% security due Feb. 15, 2014, and

(iii) for the 2022 Bonds, a fixed spread of 50 basis points
       over the yields, interpolated on a straight-line basis,
       of the U.S. Treasury 7.250% security due Aug. 15, 2022
       and U.S. Treasury 7.625% security due Nov. 15, 2022.

The premium is approximately equivalent to 33% of the redemption
premium that would be payable on Bonds of each Series under the
indenture pursuant to which the Bonds were issued if such Bonds
were to be redeemed.  PDVSA is also offering to pay to holders
that tender their Bonds and consent to the Proposed Amendments,
for such consent, a consent fee in the amount equal to 0.25% of
the principal amount of Bonds tendered.  Holders must validly
tender their Bonds on or before the Expiration Date in order to
be eligible to receive the applicable purchase price and consent
fee.

Consummation of the tender offer and consent solicitation, and
payment of the tender offer consideration, are subject to the
satisfaction or waiver of various conditions, as described in
the Offer to Purchase, including:

   (i) the tender of Bonds representing not less than 75% in
       aggregate principal amount of all outstanding Bonds and
       the delivery of the related consents in the tender offer
       and consent solicitation and

  (ii) the compliance by certain holders of Bonds with their
       obligations under a lock-up agreement with PDVSA pursuant
       to which they have made a commitment to tender their
       Bonds and deliver consents in the tender offer and
       consent solicitation, subject to their right to terminate
       the agreement in the event of the failure of certain
       conditions or of a material breach by PDVSA.

Such holders have indicated that they own (or represent the
owners of) approximately 77.23% of all outstanding Bonds.  
Subject to the rights of the holders under the lock-up
agreement, PDVSA has reserved the right to amend, extend or
terminate the tender offer and consent solicitation at any time
on the terms and conditions specified in the Offer to Purchase.

Lazard Freres & Co. LLC is the Dealer Manager and Solicitation
Agent for the tender offer and consent solicitation and may be
contacted at (312) 407-6674 (call collect).  Requests for
documents may be directed to Global Bondholder Services
Corporation, the Information Agent, at (212) 430-3774 (call
collect) or (866) 470-3700 (toll free).

This announcement is not an offer to purchase or the
solicitation of an offer to sell the Bonds.  The tender offer
for the Bonds and the related consent solicitation is only being
made pursuant to the Offer to Purchase and the related Letter of
Transmittal.

PDVSA expects to finance the purchase of Bonds pursuant to the
tender offer with funds distributed from certain Petrozuata
project bank accounts.

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

                          *     *     *

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

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

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


* BOND PRICING: For the Week August 11 - August 15, 2008
--------------------------------------------------------

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

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      66.70
Argnt-Bocon PR11         2.000     12/3/10     ARS      51.70
Argnt-Bocon PR13         2.000     3/15/24     ARS      52.06
Arg Boden                2.000     9/30/08     ARS      15.60
Arg Boden                7.000     10/3/15     USD      66.99
Autopistas Del Sol      11.500     5/23/17     USD      51.12
Bonar Arg $ V           10.500     6/12/12     ARS      67.84
Bonar VII                7.000     9/12/13     USD      74.40
Bonar X                  7.000     4/17/17     USD      69.70
Inversiones y Rep        8.500      2/2/17     USD      68.00
Argent-EURDIS            7.820    12/31/33     EUR      60.62
Argent-$DIS              8.280    12/31/33     USD      74.55
Argent-Par               0.630    12/31/38     ARS      33.57
Banco Hipot SA           9.750     4/27/16     USD      68.67
Banco Macro SA           9.750    12/18/36     USD      61.55
Buenos-EURDIS            8.500     4/15/17     EUR      63.52
Buenos-$DIS              9.250     4/15/17     USD      70.50
Buenos Aire Prov         9.375     9/14/18     USD      63.37
Buenos Aire Prov         9.625     4/18/28     USD      60.50
Mendoza Province         5.500     9/04/18     USD      65.75

   BERMUDA
   -------
XL Capital Ltd           6.500    12/31/49     USD      60.25

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      66.75
Gol Finance              7.500     4/03/17     USD      67.08
Gol Finance              7.500     4/03/17     USD      64.25
Gol Finance              8.750     4/29/49     USD      63.50
Tam Capital Inc.         7.375     4/25/17     USD      74.95

   CAYMAN ISLANDS
   --------------
Barion Funding           0.100    12/20/56     EUR       6.81
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.250    12/20/56     USD       6.11
Barion Funding           0.630    12/20/56     GBP      16.00
Barion Funding           1.440    12/20/56     GBP      28.40
Mazarin Fdg Ltd          0.100     9/20/68     EUR       4.17
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.250     9/20/68     USD       4.56
Mazarin Fdg Ltd          0.510     9/20/68     EUR      10.77
Mazarin Fdg Ltd          0.630     9/20/68     GBP      13.23
Mazarin Fdg Ltd          1.440     9/20/68     GBP      26.07
Shimao Property          8.000     12/1/16     USD      63.25
Shinsei Fin Caym         6.418     1/29/49     USD      61.84
Shinsei Fin Caym         6.418     1/29/49     USD      70.18
Shinsei Finance          7.160     7/29/49     USD      67.26

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      72.45
Jamaica Govt LRS        12.750     6/29/22     JMD      73.98
Jamaica Govt LRS        12.750     6/29/22     JMD      70.34
Jamaica Govt LRS        12.750     6/29/22     JMD      70.35
Jamaica Govt LRS        12.850     5/31/22     JMD      70.90
Jamaica Govt LRS        13.375    12/15/21     JMD      73.98
Jamaica Govt            13.375     4/27/32     JMD      69.00

  PUERTO RICO
  -----------
Puerto Rico Cons         6.200      5/1/17     USD      73.00

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      64.26
Petroleos de Ven         5.375     4/12/27     USD      54.02
Petroleos de Ven         5.500     4/12/37     USD      53.00
Venezuela                5.750     2/26/16     USD      73.64
Venezuela                7.000     3/31/38     USD      65.10



                            ***********

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

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

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

                            ***********


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

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

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

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

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

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


           * * * End of Transmission * * *