TCRLA_Public/081205.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Friday, December 5, 2008, Vol. 9, No. 242

                            Headlines

A R G E N T I N A

PROMS SA: Proofs of Claim Verification Due on May 6
TRISCO SRL: Proofs of Claim Verification Due on Feb. 6


B E R M U D A

CITCO INTERNATIONAL: Requires Creditors to File Claims by Dec. 23
CITCO INTERNATIONAL: Members' Final Meeting Set for December 31
INCA FUND: Requires Creditors to File Claims by December 23
INCA FUND: Members' Final Meeting Set for December 31
INCA MASTER: Requires Creditors to File Claims by December 23

INCA MASTER: Members' Final Meeting Set for December 31
MAN PERFORMANCE: Creditors' Proofs of Debt Due on December 12
MAN PERFORMANCE: Members' Final Meeting Set for December 30
MEDITOR HAWK: Creditors' Proofs of Debt Due on December 12
MEDITOR HAWK: Members' Final Meeting Set for January 13

MEDITOR HAWK: Creditors' Proofs of Debt Due on December 12
MEDITOR HAWK: Members' Final Meeting Set for January 13
PARSONS BRINCKERHOFF: Creditors' Proofs of Debt Due on December 12
PARSONS BRINCKERHOFF: Members' Final Meeting Set for January 8
REFCO GLOBAL: Requires Creditors to File Claims by December 12

REFCO GLOBAL: Members' Final Meeting Set for January 8


B R A Z I L

BNDES: Sees Lending Up by 10% to BRL100 Billion in 2009
BRADESCO: May Lead Industry Consolidation in Brazil, Analysts Say
COMPANHIA VALE: JV Project with Baosteel Vetoed by Brazilian State
CSN: Fires, Sends Workers on Leave Amid Crisis
CSN: Mulls Acquiring Stake in Kremikovtzi

* BRAZIL: Industrial Output Drops 1.7% in October


C A Y M A N  I S L A N D S

ALLIANCE HOLDINGS: Final General Meeting Set for December 12
AXIOM SPV: Final General Meeting Set for December 12
BAKER STREET: Members Receive Wind-Up Report
BNYOA WORLD: Final General Meeting Set for December 12
BNYOA WORLD: Final General Meeting Set for December 12

BRAZILIAN STEEL: Final General Meeting Set for December 12
ITC (CAYMAN): Sole Shareholder to Hold Meeting on December 11
SARAS CAPITAL: Sole Shareholder to Hold Meeting on December 18
SARAS CAPITAL: Sole Shareholder to Hold Meeting on December 18
STONEWORKS GLOBAL: Shareholders' Final Meeting Set for December 12

ULTRA ACTIVE: Shareholders' Final Meeting Set for December 15
WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on December 15
WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on Dec. 15
WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on Dec. 15
WESTHARBOR GENERAL: Sole Shareholder to Hold Meeting on Dec. 15


C H I L E

EMPRESAS IANSA: Fitch Pares Rating on US$100 Mil. Notes to 'BB-'
ELECTROANDINA SA: Fitch Affirms Issuer Default Rating at 'BB'
* CHILE: Central Bank Voted Unanimously to Hold Rates


M E X I C O

BALLY TOTAL: Files for Chapter 22 Due to Liquidity Crisis
BALLY TOTAL: Case Summary & 50 Largest Unsecured Creditors
CORPORACION INTERAMERICANA: Moody's Puts 'Ba3' Ratings on Review
GRUPO POSADAS: Fitch Keeps 'BB' Ratings; Outlook Negative
* MEXICO: Manufacturing Data 'Suggest a Recession'


P U E R T O  R I C O

PILGRIM'S PRIDE: Gets Interim Approval for $450MM DIP Financing
PILGRIM'S: Gets Interim OK to Access US$300MM Cash Collateral


X X X X X X X X

* Big 3 Get UAW's OK on Healthcare Payment Delays & Jobs Bank Cuts


                         - - - - -


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

PROMS SA: Proofs of Claim Verification Due on May 6
---------------------------------------------------
The court-appointed trustee for Proms S.A.'s reorganization
proceedings, will be verifying creditors' proofs of claim until
May 6, 2009.

The trustee will present the validated claims in court as
individual reports on June 22, 2009.  The National Commercial
Court of First Instance in Buenos Aires 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
the company and its creditors.

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

A general report that contains an audit of the company's
accounting and banking records will be submitted in court on
August 18, 2009.

Creditors will vote to ratify the completed settlement plan
during the assembly on February 2, 2010.


TRISCO SRL: Proofs of Claim Verification Due on Feb. 6
------------------------------------------------------
The court-appointed trustee for Trisco S.R.L.'s bankruptcy
proceedings, will be verifying creditors' proofs of claim until
Feb. 6, 2009.

The trustee will present the validated claims in court as
individual reports on March 20, 2009.  The National Commercial
Court of First Instance in Buenos Aires 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
the company and its creditors.

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

A general report that contains an audit of the company's
accounting and banking records will be submitted in court on
May 6, 2009.



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

CITCO INTERNATIONAL: Requires Creditors to File Claims by Dec. 23
-----------------------------------------------------------------
The creditors of Citco International Pension Services Limited are
required to file their proofs of debt by December 23, 2008, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


CITCO INTERNATIONAL: Members' Final Meeting Set for December 31
---------------------------------------------------------------
The members of Citco International Pension Services Limited will
hold their final meeting on December 31, 2008, at 10:30 a.m., to
receive the liquidator's report on the company's wind-up
proceedings and property disposal.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


INCA FUND: Requires Creditors to File Claims by December 23
-----------------------------------------------------------
The creditors of Inca Fund, Ltd. are required to file their proofs
of debt by December 23, 2008, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


INCA FUND: Members' Final Meeting Set for December 31
-----------------------------------------------------
The members of Inca Fund, Ltd. will hold their final meeting on
December 31, 2008, at 10:00 a.m., to receive the liquidator's
report on the company's wind-up proceedings and property disposal.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


INCA MASTER: Requires Creditors to File Claims by December 23
-------------------------------------------------------------
The creditors of INCA Master Fund, Ltd. are required to file their
proofs of debt by December 23, 2008, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


INCA MASTER: Members' Final Meeting Set for December 31
-------------------------------------------------------
The members of INCA Master Fund, Ltd. will hold their final
meeting on December 31, 2008, at 10:15 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on Nov. 27, 2008.

The company's liquidator is:

          Nicholas Hoskins
          Chancery Hall, 52 Reid Street
          Hamilton in the Islands of Bermuda


MAN PERFORMANCE: Creditors' Proofs of Debt Due on December 12
-------------------------------------------------------------
The creditors of Man Performance Bond Swiss Franc Trading Ltd. are
required to file their proofs of debt by December 12, 2008, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Beverly Mathias
          c/o Argonaut Limited
          Argonaut House, 5 Park Road
          Hamilton HM O9, Bermuda


MAN PERFORMANCE: Members' Final Meeting Set for December 30
-----------------------------------------------------------
The members of Man Performance Bond Swiss Franc Trading Ltd. will
hold their final meeting on December 30, 2008, at 9:30 a.m., to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Beverly Mathias
          c/o Argonaut Limited
          Argonaut House, 5 Park Road
          Hamilton HM O9, Bermuda


MEDITOR HAWK: Creditors' Proofs of Debt Due on December 12
----------------------------------------------------------
The creditors of Meditor Hawk Fund (B) Limited are required to
file their proofs of debt by December 12, 2008, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


MEDITOR HAWK: Members' Final Meeting Set for January 13
-------------------------------------------------------
The members of Meditor Hawk Fund (B) Limited will hold their final
meeting on January 13, 2009, at 9:30 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


MEDITOR HAWK: Creditors' Proofs of Debt Due on December 12
----------------------------------------------------------
The creditors of Meditor Hawk Fund (c) Limited are required to
file their proofs of debt by December 12, 2008, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


MEDITOR HAWK: Members' Final Meeting Set for January 13
-------------------------------------------------------
The members of Meditor Hawk Fund (C) Limited will hold their final
meeting on January 13, 2009, at 9:30 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


PARSONS BRINCKERHOFF: Creditors' Proofs of Debt Due on December 12
------------------------------------------------------------------
The creditors of Parsons Brinckerhoff Worldwide Limited are
required to file their proofs of debt by December 12, 2008, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


PARSONS BRINCKERHOFF: Members' Final Meeting Set for January 8
--------------------------------------------------------------
The members of Parsons Brinckerhoff Worldwide Limited will hold
their final meeting on January 8, 2009, at 9:30 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          Robin J. Mayor
          Clarendon House, Church Street
          Hamilton in the Islands of Bermuda


REFCO GLOBAL: Requires Creditors to File Claims by December 12
--------------------------------------------------------------
The creditors of Refco Global Finance Limited are required to file
their proofs of debt by December 12, 2008, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          William B. Flynn
          Refco Capital Markets International, Ltd.
          19 W 44th Street - 12th Floor
          New York, N.Y. 10036 USA


REFCO GLOBAL: Members' Final Meeting Set for January 8
------------------------------------------------------
The members of Refco Global Finance Limited will hold their final
meeting on January 8, 2009, at 9:30 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on Nov. 26, 2008.

The company's liquidator is:

          William B. Flynn
          Refco Capital Markets International, Ltd.
          19 W 44th Street - 12th Floor
          New York, N.Y. 10036 USA



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

BNDES: Sees Lending Up by 10% to BRL100 Billion in 2009
-------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA (BNDES)
expects next year's lending to increase by 10% to BRL00 billion
(US$40.4 billion) as the global financial crisis increases demand
for its resources, Stuart Grudgings of Reuters writes.

"This year we should release BRL90 billion (US$36 billion) or a
little more.  Next year we expect BRL100 billion as a preliminary
forecast," the report cited Armando Mariante, vice-president of
BNDES, as saying.

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 continues to carry 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.


BRADESCO: May Lead Industry Consolidation in Brazil, Analysts Say
-----------------------------------------------------------------
Banco Bradesco SA is among banks likely to lead industry
consolidation in Brazil after recent deals created bigger
competitors and stock market declines made some smaller rivals
cheaper, Telma Marotto of Bloomberg News reports.

The report relates after Banco Itau Holding Financeira SA and
Uniao de Bancos Brasileiros SA merger announcement, Banco Bradesco
lost its number one rank as the Brazil's biggest financial
institution.

As reported by the Troubled Company Reporter - Latin America on
November 5, 2008, a joint-venture agreement was executed
envisioning the merger of the financial operations of Itau and
Unibanco, the controlling shareholders of Investimentos Itau S.A
and Unibanco Holdings.  The joint-venture will become a public
listed company to be called Itau Unibanco Holding S.A.

According to the report, Raymond James analyst Federico Rey-Marino
in a Nov. 21 research note said the planned merger puts pressure
on Bradesco to keep up by acquiring small- and mid-size banks.

The report says consolidation becomes more palatable to bank
owners as Brazil's economy slows and the global credit crunch
devalues assets.

"The problem is that there aren't many targets left that could
really change this new picture," Pedro Fonseca, an analyst at
Keefe, Bruyette & Woods Ltd., told the news agency in an
interview.  "The new strategy to gain scale now would be to
attract more clients.  Maybe acquiring rights to manage payroll
from companies could be the next attack," he added.

Bloomberg News reports bank shares as measured by the MSCI Brazil
Financials Index have lost 57% this year, from a 45% decline in
the Bovespa index.

"Acquisition is one of the ways for these bigger banks to maintain
some scale in comparison to others,"  the report cited Augusto
Lange, who helps manage about BRL700 million (US$301.3 million) at
Neo Gestao de Recursos in Sao Paulo, as saying.

According to a TCRLA report on October 30, 2008, Alibaba News said
Banco Bradesco may spend up to BRL5.4 billion (US$2.5 billion) to
buy loan portfolios from other financial firms, aiming to take
advantage of recent central bank measures to encourage large banks
to acquire credit portfolios from smaller financial firms in
distress.

Bloomberg News notes, citing Estado de S. Paulo newspaper,
Bradesco showed interest to acquire a stake in Banco Votorantim
SA.

Meanwhile, Bloomberg News relates, Mr. Fonseca said, with total
assets of BRL422.7 billion, Bradesco should focus on increasing
its profitability instead of acquisitions.  "Bradesco is already
big enough.  There's no need for it to become bigger through
acquisitions.  Improving efficiency would be a smarter move," he
added.

                      About Banco Bradesco

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                           *     *     *

According to Bloomberg data, Banco Bradesco S.A. continues to
carry Moody's "Ba2" long-term foreign bank deposits and "B-" bank
financial strength rating with a stable outlook.


COMPANHIA VALE: JV Project with Baosteel Vetoed by Brazilian State
------------------------------------------------------------------
Cia. Vale do Rio Doce and China's Baosteel Group Corp. were denied
a request to build a steel-slab plant in Anchieta, Brazil because
of environmental concerns, Diana Kinch of Bloomberg News writes,
citing Daniela Klein, a state press officer for the Environmental
Secretariat.

The report relates Baosteel Cia. Siderurgica de Vitoria, (Baosteel
CSV) the companies joint venture, was told by the Espirito Santo
state that the planned project will be dissolved after a study
showed "there's not enough water at Anchieta to supply the needs
of a steelworks of that size, and the air quality is at its
limit."

Companhia Vale and Baosteel, the report says, planned to invest
BRL10 billion aiming to build a plant in Anchieta and deep-water
port facilities to produce 5 million tons a year of steel slabs
for export to China, Europe and the U.S.  The slab mill was due to
apply for its environmental license in 2009 and start operations
in late 2012, the report notes.

According to the report, Baosteel CSV and the state government are
in talks for the two coastal sites in the south of the state,
Itapemirim and Presidente Kennedy, as possible alternative site
for the project.  Officials however did not comment on the rumors.

                       About Baosteel CSV

Baosteel CSV, set up in October 2007, is owned 60% by Shanghai-
based Baosteel, China's largest steelmaker, and 40% by Vale.

                      About  Companhia Vale

Headquartered in Rio de Janeiro, Brazil, Companhia Vale do Rio
Doce -- http://www.cvrd.com.br/-- engages primarily in mining
and logistics businesses. It engages in iron ore mining, pellet
production, manganese ore mining, and ferroalloy production, as
well as in the production of nonferrous minerals, such as
kaolin, potash, copper, and gold.


CSN: Fires, Sends Workers on Leave Amid Crisis
----------------------------------------------
Cia. Vale do Rio Doce fired 1,300 employees, sent home 5,500 on
paid leave, and retained 1,200 for new jobs, because of the
"serious crisis" in the metals and mining industry, Diana Kinch of
Bloomberg News writes.  The company has 62,000 employees
worldwide.

As reported by the Troubled Company Reporter - Latin America on
November 21, 2008, Bloomberg News said Companhia Vale dropped to
the lowest in three years in New York trading on November 20 after
JPMorgan Chase & Co. said iron ore prices may fall next year
because of slumping demand.

"The mining sector is going through a serious crisis due to the
reduction in orders from steelmakers," Bloomberg News cited a
spokeswoman as saying.  "Vale is working to avoid dismissals or to
dismiss as few as possible.  We're making an effort to preserve
our employees who are specialized and trained," she said.

According to the report, under the company's system of paid leave,
groups of employees will take leave on a staggered basis between
this week and the end of February.  The changes mostly affect
employees in the company's iron-ore operations, the report says.

Bloomberg News reports that of the 5,500 taking paid leave, 80%
are from the Brazilian state of Minas Gerais, where Vale's so-
called southern system iron-ore mines are located, while of the
1,300 dismissed, 20% were from Minas Gerais.

The company, the report recounts, said Oct. 31 that it was cutting
30 million metric tons a year of iron-ore output, around 10% of
capacity, mainly from high-cost mines with lower-quality reserves
in the southern system because of the slowing global economy.  It
would also temporarily shut manganese and ferroalloys operations
in Brazil and ferroalloys plants in France and Norway, it added.

Meanwhile, the report adds, Daniel Gorayeb, an analyst with Sao
Paulo-based Accerta Investment Consultancy, said the job losses
don't necessarily signal new production cuts.  Reducing output
will help preserve the company's bargaining power in the annual
iron-ore pricing negotiations that are now beginning, he said.

Headquartered in Rio de Janeiro, Brazil, Companhia Vale do Rio
Doce -- http://www.cvrd.com.br/-- engages primarily in mining
and logistics businesses. It engages in iron ore mining, pellet
production, manganese ore mining, and ferroalloy production, as
well as in the production of nonferrous minerals, such as
kaolin, potash, copper, and gold.


CSN: Mulls Acquiring Stake in Kremikovtzi
-----------------------------------------
Companhia Siderurgica Nacional S.A. has been rumored to be
interested in buying Bulgarian steel mill Kremikovtzi, Steel Guru
reports, citing BNamericas.

The report says that Pedro Galdi, Brazilian brokerage SLW analyst,
said the company is showing interest in such a transaction but the
time line is not definite.

According to the report, Mr. Galdi said CSN may plan to acquire
foreign assets in order to be close to attractive consumer
markets.  In this case, CSN would want to export slabs so they can
be rolled in a subsidiary outside of Brazil, and from there the
company could reach markets such as the US and Europe, the report
notes.

The report relates Mr. Galdi also said the company did not deny
its interest as the prices lower amid the financial crisis.  "In
about three months we will start seeing smaller steel mills around
the world facing financial difficulties.  With the global crisis,
lots of steel companies are on the verge of having cash problems
and eventually will be put up for sale.  But we don't know if this
is the moment when purchases might happen," he added.

                 About Companhia Siderurgica

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. (NYSE: SID) -- 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
Sept. 10, 2008, Moody's Investors Service upgraded the senior
unsecured long term debt ratings of Companhia Siderurgica Nacional
and its backed notes from Ba2 to Ba1.

The TCR-LA reported on June 6, 2008, that 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.


* BRAZIL: Industrial Output Drops 1.7% in October
-------------------------------------------------
Brazil's industrial production dropped 1.7% in October from the
previous month, due to the global financial meltdown, Brazzil
Magazine reports, citing statistics agency IBGE.

The report says the hardest hit sectors were the chemicals
industry, petroleum and ethanol production and machinery and
equipment manufacturing.

According to the report, the National Vehicle Dealership
Association, Fenabrave, said the country's automakers also
suffered a 26% decline in November sales, continuing a trend that
started in October as credit costs increase.

IBGE meanwhile said that industrial production for October
expanded 0.8% over the same month last year, the report relates.

As reported by the Troubled Company Reporter - Latin America on
Dec. 4, 2008, Brazzil Magazine said that according to Welber
Barral, Brazilian Ministry of Development, Industry and Foreign
Trade, the country may miss its US$202 billion export target for
this year due to the international situation and Brazil's tragic
floods.

Citing Brazzil Magazine, the TCRLA related that Minister Barral
said due to the oil price rollback and the effect of the heavy
rains, there is difficulty in reaching this year's export goal.
However, even if the target will be missed the year end results
will still be positive, with estimates to at least US$200 billion
in foreign sales, which is already recorded, Minister Barral said.

Brazzil Magazine says economists predict that Brazil's economy
will expand 2.8% next year, down from forecasts of about 4% before
the financial crisis hit.  Analysts believe the economy will
expand 5.2% this year, the report notes.

Meanwhile, Brazzil Magazine says Finance Minister Guido Mantega
insisted that Brazil is not headed toward a recession, but
acknowledged Brazil's recently booming economy has been
decelerating due to the global economic crisis.  Brazilian
economic growth would be less than 3% next year, but did not offer
a more precise figure, he added.

The Federative Republic of Brazil is the largest and most populous
country in South America.  It is the fifth largest country by
geographical area, the fifth most populous country, and the fourth
most populous democracy in the world.  Its population comprises
the majority of the world's Portuguese speakers.  According to
Moody's Rating Agency, the country continues to carry a BA1 local
and foreign currency rating.



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

ALLIANCE HOLDINGS: Final General Meeting Set for December 12
------------------------------------------------------------
The members of Alliance Holdings International II, Limited will
hold their final meeting on December 12, 2008, to hear the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Emile Small
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


AXIOM SPV: Final General Meeting Set for December 12
----------------------------------------------------
The members of Axiom SPV Limited will hold their final meeting on
December 12, 2008, to hear the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidators are:

          Jan Neveril
          Giles Kerley
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


BAKER STREET: Members Receive Wind-Up Report
--------------------------------------------
The members of Baker Street CLO IV Ltd. met on Nov. 27, 2008, and
heard the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

          Emile Small
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


BNYOA WORLD: Final General Meeting Set for December 12
------------------------------------------------------
The members of BNYOA World FX Fund will hold their final meeting
on December 12, 2008, to hear the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidators are:

          Jan Neveril
          Giles Kerley
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


BNYOA WORLD: Final General Meeting Set for December 12
------------------------------------------------------
The members of BNYOA World FX Master Fund will hold their final
meeting on December 12, 2008, to hear the liquidator's report on
the company's wind-up proceedings and property disposal.

The company's liquidators are:

          Jan Neveril
          Giles Kerley
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


BRAZILIAN STEEL: Final General Meeting Set for December 12
----------------------------------------------------------
The members of Brazilian Steel Importer will hold their final
meeting on December 12, 2008, to hear the liquidator's report on
the company's wind-up proceedings and property disposal.

The company's liquidators are:

          Guy Major
          Jan Neveril
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


ITC (CAYMAN): Sole Shareholder to Hold Meeting on December 11
-------------------------------------------------------------
The sole shareholder of ITC (Cayman) Limited will hold final
meeting on December 11, 2008, at 11:00 a.m., to hear the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          K.D. Blake
          Dorra Mohammed
          P.O. Box 493, Grand Cayman KY1-1106
          Cayman Islands
          Telephone:345-914-4475
          Facsimile:345-949-7164


SARAS CAPITAL: Sole Shareholder to Hold Meeting on December 18
--------------------------------------------------------------
The sole shareholder of Saras Capital Partners Offshore, Ltd will
hold final meeting on December 18, 2008, at 10:30 a.m., to hear
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          K.D. Blake
          Dorra Mohammed
          P.O. Box 493, Grand Cayman KY1-1106
          Cayman Islands
          Telephone:345-914-4475
          Facsimile:345-949-7164


SARAS CAPITAL: Sole Shareholder to Hold Meeting on December 18
--------------------------------------------------------------
The sole shareholder of Saras Capital Partners Offshore Master
Fund, Ltd will hold final meeting on December 18, 2008, at
10:00 a.m., to hear the liquidator's report on the company's wind-
up proceedings and property disposal.

The company's liquidator is:

          K.D. Blake
          Dorra Mohammed
          P.O. Box 493, Grand Cayman KY1-1106
          Cayman Islands
          Telephone:345-914-4475
          Facsimile:345-949-7164


STONEWORKS GLOBAL: Shareholders' Final Meeting Set for December 12
------------------------------------------------------------------
The shareholders of Stoneworks Global Macro Fund Inc. will hold
final meeting on December 12, 2008, at 12:30 p.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Walkers SPV Limited
          Walker House, 87 Mary Street
          George Town, Grand Cayman KY1-9002
          Cayman Islands


ULTRA ACTIVE: Shareholders' Final Meeting Set for December 15
-------------------------------------------------------------
The shareholders of Ultra Active Bond Fund, Limited will hold
meeting on December 15, 2008, at 11:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Stuart Sybersma
          c/o Jessica Turnbull
          Deloitte & Touche, P.O. Box 1787GT
          Grand Cayman, Cayman Islands
          Telephone:(345) 949-7500
          Facsimile:(345) 949-8258


WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on December 15
-----------------------------------------------------------------
The sole shareholder of Westharbor Event Driven Plus Fund Limited
will hold final meeting on December 15, 2008, at 12:00 p.m., to
receive the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

          Gordon I. Macrae
          c/o Craig Florence Kroll (Cayman) Limited
          Bermuda House, 4th Floor
          P.O. Box 1102, Dr. Roy's Drive
          Grand Cayman KY1-1102, Cayman Islands
          Telephone:(345) 946-0081
          Fax:(345) 946-0082


WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on Dec. 15
-------------------------------------------------------------
The sole shareholder of Westharbor Event Driven Master Fund
Limited will hold final meeting on December 15, 2008, at
10:30 a.m., to receive the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          Gordon I. Macrae
          c/o Craig Florence Kroll (Cayman) Limited
          Bermuda House, 4th Floor
          P.O. Box 1102, Dr. Roy's Drive
          Grand Cayman KY1-1102, Cayman Islands
          Telephone:(345) 946-0081
          Fax:(345) 946-0082


WESTHARBOR EVENT: Sole Shareholder to Hold Meeting on Dec. 15
-------------------------------------------------------------
The sole shareholder of Westharbor Event Driven Fund Limited will
hold final meeting on December 15, 2008, at 11:00 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Gordon I. Macrae
          c/o Craig Florence Kroll (Cayman) Limited
          Bermuda House, 4th Floor
          P.O. Box 1102, Dr. Roy's Drive
          Grand Cayman KY1-1102, Cayman Islands
          Telephone:(345) 946-0081
          Fax:(345) 946-0082


WESTHARBOR GENERAL: Sole Shareholder to Hold Meeting on Dec. 15
---------------------------------------------------------------
The sole shareholder of Westharbor General Partner (Cayman)
Limited will hold final meeting on December 15, 2008, at
10:00 a.m., to receive the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          Gordon I. Macrae
          c/o Craig Florence Kroll (Cayman) Limited
          Bermuda House, 4th Floor
          P.O. Box 1102, Dr. Roy's Drive
          Grand Cayman KY1-1102, Cayman Islands
          Telephone:(345) 946-0081
          Fax:(345) 946-0082



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

EMPRESAS IANSA: Fitch Pares Rating on US$100 Mil. Notes to 'BB-'
----------------------------------------------------------------
Fitch Ratings has downgraded the foreign and local currency Issuer
Default Ratings of Empresas Iansa S.A. and the US$100 million
senior unsecured notes due 2012 to 'BB-' from 'BB+'.  Fitch has
also downgraded the national scale rating of Iansa to 'BBB-(chl)'
from 'A-(chl)' and its Equity Rating to Level 3 from Level 2.
Additionally, Fitch has placed Iansa on Rating Watch Negative.

The downgrade is supported by the dramatic deterioration Iansa's
financial profile over the course of 2008 as significant
profitability and cash flow weakness in the the company's main
business, sugar production, as well as the a substantial increase
in debt levels due to the higher than expected working capital
requirements of the concentrate juice business after the merger
with Jucosa S.A. in February 2008.  The increase in debt leverage
and lower profitability has also deteriorated the company's
liquidity position.  For the last twelve months ended by Sept. 30,
2008, Iansa's EBITDA/interest expense coverage ratio was low at
1.6 times (x) and a total debt/EBITDA ratio was very high at 15.1x
versus an average of 4.2x and 2.9x, respectively, between 2005-
2007.  As of Sept. 30, 2008, short-term debt represented 59% of
Iansa's total debt, while cash and equivalents cover only 11% of
short-term debt.

The Rating Watch Negative action reflects the continued pressure
on the company's financial profile and the uncertainty surrounding
its business strategy and ability to reduce short-term debt.
Iansa's ratings could be negatively affected if the sugar and
juice concentrate businesses continue to trend down over the next
few months, which would prevent the company from decreasing its
current leverage levels below 8.0x by the end of 2008.

For the first nine months of 2008, consolidated sales were stable
compared to the same period of the previous year, while EBITDA
generation dropped by 57% (in real Chilean pesos).  The
profitability from the sugar and sugar by-products businesses (49%
of sales) decreased due to substantially lower sugar production
levels.  Iansa was able to maintain sales volumes by importing and
reselling sugar, but at very low margins.  Profitability also
suffered from higher energy and labor costs.  Over the same
period, Iansa's consolidated debt has increased by US$126 million,
reaching US$230 million.  The juice concentrate business
(Patagoniafresh S.A., 16% of sales) represented the majority of
the increase in the company's working capital requirements due to
higher raw material costs for Patagoniafresh and a delay in its
shipments.

Iansa is in the process of adjusting its business strategy. Given
the decrease in the amount of land being planted with beets (37%
drop during the season 2007/2008), the company has increased the
price paid to beet growers by 40% for the current season
(2008/2009) to combat farmer from planting other crops.
Additionally, Iansa is planting 1,700 hectares of its own fields,
through a 15-year lease.  Despite these efforts planted acreage
has increased only by 4%, totaling 15,200 hectares. The company
has set a goal to self-provide a third of the 25,000 planted
hectares it requires for each season to maintain its market share.

In order to compensate the drop in margins due to the higher price
paid to beet growers and additional land lease expense (will be
reflected in results starting May 2009), Iansa has started a plan
to reduce expenses.  The company has closed two of its five sugar
plants.  This should increase the operational efficiency and lower
per unit fixed costs.  Also, transportation costs should be
reduced with the geographic concentration of plantations around
the plants.  Iansa has implemented changes in the management
structure, dismissing some administrative employees.  Through
these measures, Iansa expects to save about US$3 million to US$4
million for 2009.  Iansa has stopped its expansion plan for US$160
million which was scheduled for 2008 - 2010, giving priority to
strengthening its financial profile. The company is also closing
its unprofitable frozen vegetables business line.

International price of sugar is increasingly important for Iansa
as the price band system limits started decreasing in 2008.
During the first 10 months of 2008, the average international
sugar price has recovered reaching US$357 per ton, 14% higher than
the same period in 2007.  However, considering the strong drop in
oil prices over the past two months, it is possible to estimate a
lower demand for bioethanol, which could increase the production
of sugar in Brazil, negatively affecting international prices.
Also, the potential demand drop in China due to the lower economic
growth estimates, could also pressure sugar prices.  This could be
mitigated by the decreases in European sugar production as
consequence of reduced subsidies.

Iansa is the sole producer of sugar in Chile, which is
complemented by sugar subproducts (coseta and molasses), animal
feed and agricultural supplies.  The non-sugar businesses include:
i) juice concentrate for the export market under a joint-venture
with Cargill and Jucosa (Patagoniafresh S.A.); ii) tomato paste in
Peru (Icatom S.A.); iii) pet food; and iv) vegetable oil, both
under the subsidiary Iansagro S.A. Iansa's property is
concentrated in ED&F Man, a sugar trader based in England, which
indirectly owns 27.4% of the company's stock.


ELECTROANDINA SA: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed the foreign and local currency Issuer
Default Ratings of ElectroAndina S.A. at 'BB' and revised the
international rating Outlooks to Stable from Positive.  The
revision of the Outlook to Stable from Positive reflects
ElectroAndina's increased working capital needs, its high
contracted position under a context of natural gas restrictions
for power generators, and the uncertainty related to the outcome
of power purchase agreement renegotiations.

The Stable Outlook incorporates the start-up of the Barriles plant
(100 megawatts, thermo bunker fuel) in the first quarter of 2009
which will help reduce the company's current exposure to the spot
market. ElectroAndina is expected to renegotiate approximately 70%
of existing PPAs by the end of 2009.  Given the current generation
matrix in the SING (Norte Grande Interconnected System), it is
likely that the company will renegotiate its contracts with more
favorable conditions.  Currently, the SING has a maximum demand of
approximately 1.701MW, which is mostly covered with the existing
coal capacity of 1.205MW; the remaining is covered with more
expensive generation mainly provided by the combine cycle
producing with diesel.

During the last 12 months up to September 2008, ElectroAndina
generated US$41 million in EBITDA compared with EBITDA of around
US$27 million per year in the past three years.  The increase was
mainly related to renegotiation of the supply contracts with
Chuquimata and Radomiro Tomic, generating one-time extra EBITDA of
US$82 million.  This compensated for the substantial increase in
cost mainly due to severe natural gas supply restrictions from
Argentina and higher fuel prices.  In the first nine months of
2008, the company had to purchase energy at extremely high spot
prices to supply approximately 19% of its contracts.  Its coal
plants have generated at maximum capacity, supplying approximately
64% of its contracts versus 47% in 2006. The natural gas
generation supply represented only 5.4% in 2008, in contrast to
2006 in which it generated 44%.

ElectroAndina has a low-leverage balance sheet, with total
financial institutions debt to capital of 12% as of September
2008.  Debt levels have steadily decreased in the past four years,
through using cash available from operations and loans from
shareholders, which are subordinated to the outstanding debt with
financial institutions.  At present the only debt with financial
institutions is a syndicated loan with ABN AMRO with an
outstanding debt of US$45 million due in July 2009 and a loan with
the KFW Bank for US$3 million with a final maturity in July 2010.
In addition, ElectroAndina owes the shareholders US$128 million in
subordinated debt due in July 2009.  The future debt structure is
under review.

Liquidity is adequate to cover next year's bank loan amortization
of US$48 million.  The Tranche A is expected to be paid with cash
flows from operations in two payments of US$11 million due in
January and July of 2009.  If cash flows are not sufficient, this
debt has a shareholder guarantee of US$23 million.  The Tranche B
for US$22.6 million, due in July 2009, is fully guaranteed by the
shareholder GDF Suez.  As of September 2008, the company has US$46
million in cash available, which will mainly be used to complete
the construction of the Barriles plant.  During 2008,
ElectroAndina's capital expenditures were US$31 million, mostly
related to the construction of the Barriles plant, which is
expected to have a total cost of US$70.5 million.  This has been
fully financed with US$70.5 million capitalization subscribed as
of Sept. 26, 2008.

Credit metrics, including shareholder's loans, have remained
consistent with the assigned ratings.  ElectroAndina's interest
coverage ratio was 3.4 times in the LTM and its total debt to
EBITDA ratio was 4.4x.  If the latter ratio is adjusted to merely
reflect debt with financial institutions it would be only 1.2x.

The 'BB' rating reflects ElectroAndina's business position, which
benefits from its PPAs with financially strong industrial and
mining companies, a well-diversified fuel generation mix and a
sound operating strategy.  The company's credit profile is
strengthened by the inherent support from its controlling
shareholder, Gas de France Suez S.A. (Fitch IDR of 'AA') and the
other shareholder, Corporacion Nacional del Cobre de Chile (Fitch
IDR of 'A').  Both shareholders have historically provided
financial support to the company acting as guarantors and via
direct loans.

ElectroAndina has an installed capacity of 947MW (27% of the
SING's installed capacity); ElectroAndina's generation portfolio
is all thermo.  The fuel generation is well distributed between a
dual (natural gas - diesel) combined cycle (438MW), coal (429MW),
bunker (30MW) and diesel (50MW).  The company is currently
building a 100MW Bunker power plant (Barriles), which is expected
to start operations in the first quarter of 2009.  This diverse
fuel distribution not only decreases the operating risk of
ElectroAndina but also serves as a backup for the system.

ElectroAndina, located in Tocopilla (approximately 1,700
kilometers north of Santiago), is the largest electricity
generator in Chile's SING.  The company is owned by CODELCO
(66.75%) and GDF Suez (33.25%), which has management control.  GDF
Suez is an experienced operator and has a proven track record of
successfully operating private electric utilities worldwide.


* CHILE: Central Bank Voted Unanimously to Hold Rates
-----------------------------------------------------
Chile's central bank board members voted unanimously to hold the
benchmark interest rate at 8.25% for a second month on
expectations that slowing global economic growth may help brake
domestic inflation, Bloomberg News reports.

The report relates the country's central bank has struggled to
rein in inflation this year, raising rates five times to the
highest level since 1998.  Consumer prices rose 9.9% in the 12
months through October, the fastest pace in 14 years, the report
notes.

The board "agreed that the deterioration in the international
environment could impact the domestic economy and inflation,
thereby affecting monetary policy," the report cited the bank as
saying.

According to the report, Central Bank President Jose De Gregorio
said the bank will probably start cutting interest rates in the
next few months as inflation slows.  "It's probable that in coming
months, monetary policy adds some impulse to the economy, as we
see progress on inflation," he said.

Meanwhile, Bloomberg News notes, President Gregorio said the
central bank is "pretty comfortable" with the floating peso and
its weakness against the dollar has more to do with demand for the
U.S. currency than a weakness of the Chilean economy.
Intervention from the central bank would do little to weaken the
dollar worldwide, he added.



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

BALLY TOTAL: Files for Chapter 22 Due to Liquidity Crisis
---------------------------------------------------------
Bally Total Fitness Holding Corp. and its debtor affiliates filed
petitions for relief under chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the Southern
District of New York on Dec. 3, 2008.

This is Bally Total's second trip to the bankruptcy court in less
than two years.

The Debtors filed for bankruptcy on July 31, 2007.  As part of
those cases, the Debtors filed a prepackaged plan of
reorganization, which contemplated a deleveraging of their balance
sheets.  After filing the plan, the Debtors negotiated an
investment agreement with Harbinger Capital Partners Master Fund
I, Ltd. and Harbinger Capital Partners Special Situations Fund,
LP, which reflected a Harbinger-led restructuring and
recapitalization. Under the investment agreement, Harbinger
acquired 100% of the common stock of reorganized Bally in exchange
for approximately $233.6 million in cash. On September 17, 2007,
the Court confirmed an amended plan reflecting the Harbinger
recapitalization and on October 1, 2007, the Amended Plan became
effective.

Michael W. Sheehan, CEO of Bally, relates that after emergence,
the Company incurred substantial losses from operations and
generated negative cash flow. One of the primary causes for the
Company's poor financial performance was its lack of a permanent
management team and a CEO with experience in the fitness industry.
In order to address these issues, the Company took steps to (i)
hire a CEO to lead the Company, (ii) improve membership sales and
retention, and (iii) reduce costs.  Among those efforts were a
program to improve the clubs' appearance to attract new Club
Members, significant purchases of new equipment for the clubs, and
incentives to improve Club Member retention.  As a further cost-
cutting measure, the Company reduced corporate headcount and began
outsourcing certain functions. Nevertheless, in the first half of
2008, the Company continued to incur a substantial loss from
operations and generate negative cash flow, resulting in EBITDA
that was dramatically below the projections

Mr. Sheehan relates that after his appointment as CEO on
July 1, 2008, he prepared a comprehensive plan to implement a
restructuring of the Company, with the goal of improving the
Company's financial position for 2009 and beyond.  The
comprehensive plan contemplates an operational restructuring of
the Company's field organization as well as significant reductions
in certain corporate costs.  The Company has also begun
introducing new initiatives to enhance revenues and cash flow.

Unfortunately, before the Company was able to fully implement the
Operational Restructuring and Cost Reduction Plan, and
notwithstanding a significant increase in new Club Member sign-ups
for the second quarter of 2008, the Company encountered a
liquidity crisis in the summer of 2008, Mr. Sheehan relates.  He
says this crisis resulted from, among other things, a long term
decline in payment of fees and dues and increased operating
expenses and capital expenditures.

Bally Total Fitness Holding Corp. and its non-debtor affiliates
and subsidiaries are among the largest full-service commercial
operators of fitness centers in North America in terms of members,
revenues and square footage of its facilities. As of September 30,
2008, the Company operated 349 fitness centers concentrated in 26
states, collectively serving approximately 3.1 million members. In
addition, the Debtors operate 39 clubs pursuant to franchise and
joint venture agreements in the United States, Asia, Mexico, and
the Caribbean.  For the nine months ending September 30, 2008, the
Company's consolidated net revenue was approximately
US$479.5 million.  The Debtors employ approximately 14,572
employees, of whom approximately 6,820 are full-time salaried
employees.

                 Prepetition Capital Structure

As of September 30, 2008, the Company (including non-debtor
affiliates) had consolidated assets totaling approximately $1.376
billion and recorded consolidated liabilities totaling
approximately $1.538 billion.

As of September 30, 2008, the Debtors' total consolidated debt
(excluding trade debt) was approximately US$755 million.  The
Debtors' debt structure is comprised of: (i) up to
US$292 million of financing provided for in a Credit Agreement;
(ii) 13% Senior Secured Notes Due 2011; (iii) the 15-5/8%/14%
Senior Subordinated Toggle Notes due 2013; and (iv) various
capital leases and other secured debt.

On October 1, 2007, Bally entered into a credit agreement arranged
by Morgan Stanley Senior Funding, Inc., as Administrative Agent
and Collateral Agent, Wells Fargo Foothill, LLC, as Revolving
Credit Agent, and the CIT Group/Business Credit, Inc., as
Revolving Syndication Agent and certain other lenders party
thereto.  The Credit Agreement provided financing of up to
US$292 million, consisting of US$50 million in a senior secured
revolving credit facility with a US$40 million sublimit for
letters of credit and a six-year US$242 million senior secured
term loan facility.  The proceeds from the Term Loan and the
Revolving Facility were used to refinance the amounts outstanding
under the Company's prior financing agreement and to provide
additional working capital. The Credit Agreement is secured by
substantially all the Company's real and personal property,
including Club Member obligations under installment contracts, but
excluding a pledge of the Company's real property leases.  As of
Oct. 31, 2008,  about US$240.8 million was outstanding under the
Term Loan, US$44.3 million was outstanding under the Revolving
Facility, and US$5.7 million of letters of credit were issued.

On Oct. 1, 2007, Bally issued US$247,337,500 of the Senior Secured
Notes under an Indenture, dated as of October 1, 2007 between
Bally and U.S. Bank National Association as Trustee. The Senior
Secured Notes will mature on July 15, 2011, and the interest on
the Senior Secured Notes is payable semi-annually on January 15
and July 15 of each year.  The Debtors granted a second priority
lien on certain of their assets to U.S. Bank on behalf and for the
benefit of the holders of the Senior Secured Notes.

Before the second bankruptcy filing of the Debtors, the Senior
Noteholders have formed an Ad Hoc Committee Holders of the Senior
Secured Notes.  The Ad Hoc Committee is represented by:

      Daniel Golden, Esq.
      David Botter, Esq.
      Akin Gump Strauss Hauer & Feld LLP
      590 Madison Avenue
      New York, NY 10022
      Tel: 212-872-1000
      Fax: 212-872-1002

On October 1, 2007, Bally issued US$200,000,000 of the
Subordinated Toggle Notes under an Indenture, dated as of
October 1, 2007, between Bally and HSBC Bank USA, National
Association, as Trustee.  The Subordinated Toggle Notes will
mature on October 1, 2013.  As of Sept. 30, 2008, approximately
US$221 million was outstanding under the Subordinated Toggle
Notes.  The Subordinated Toggle Notes are unsecured obligations
and are not guaranteed by any of the other Debtors.

The Debtors owe US$6,674,000 on equipment and other property
subject to capital leases with various third parties. The Debtors
also have additional secured debt in the approximate amount of
US$1,337,000 as of September 30, 2008.

The Company said that as of June 30, 2008, Harbinger entities own
all of Bally's voting securities:

                                                        Percent
     Entity                               Shares Owned  of Stock
     ------                               ------------  ---------
Harbinger Capital Partners
  Master Fund I, Ltd.                         6,000       66.67%
Harbinger Capital Partners
  Special Situations Fund, L.P.               3,000       33.33%

                Events Leading to Ch. 22 Filing

On July 24, 2008, the Company delivered notice to the Senior
Secured Lenders that the Company had failed to comply with the
Maximum Senior Secured Leverage Ratio for the quarter ending
June 30, 2008, resulting in a default under the Credit Agreement.
Effective as of August 4, 2008, the parties entered into a
temporary limited waiver of certain events of default under the
Credit Agreement.

Due to, among other things, the turmoil in the credit markets, the
Company and the Senior Secured Lenders were unable to agree upon a
full amendment to the Credit Agreement before the Company ran out
of cash necessary to fund its operations on a day-to-day basis.
On Sept. 23, 2008, the parties executed a second waiver, which,
among other things, waived the existing defaults through Dec. 31,
2008 and also provided for the grant of additional collateral to
the Senior Secured Lenders.  The Senior Secured Lenders agreed to
provide the Company with up to US$20 million of additional
revolving loans and an additional US$10 million in term loans
senior to the existing Term Loans.

In October 2008, the Company exhaustively explored opportunities
to obtain additional out-of-court financing from a variety of
sources, including the Senior Secured Lenders and certain of the
Senior Secured Noteholders.

Since beginning the implementation of the Operational
Restructuring and Cost Reduction Plan, the Company believed that
an out-of-court solution to its troubles would provide the maximum
benefit for all parties-in-interest.  Although the Company's
EBITDA for 2008 is projected to be about US$17 million, the
Company is currently projecting, assuming full implementation of
the Operational Restructuring and Cost Reduction Plan and current
revenue projections, EBITDA for 2009 of between US$50 and
US$60 million.

As the prospects for an out-of-court solution dwindled, however,
the Company tried to raise financing in connection with a
bankruptcy filing.  The unstable credit markets have made it
particularly difficult for the Company to secure sufficient
financing.  The Company also lacked sufficient unencumbered
assets, thus, obtaining debtor-in-possession financing from a
third party on a priming basis would have been difficult and
uncertain.  Accordingly, the Debtors  attempted to negotiate
debtor-in-possession financing with certain of the Senior Secured
Lenders and the Senior Secured Noteholders.

                     Chapter 22 Game Plan:
        Going Concern Sale or Stand-Alone Restructuring

In connection with the negotiations for debtor-in-possession
financing, certain of the Term Loan lenders expressed an interest
in purchasing substantially all of the Debtors' assets pursuant to
a sale under section 363 of the Bankruptcy Code.  As such, over
the past few weeks the Debtors have had extensive discussions with
those Term Loan lenders regarding a potential sale of the Debtors'
businesses as a going concern.

The Debtors, however, were unable to complete their negotiations
and documentation of an agreement with certain of the Term Loan
lenders before it became necessary to seek chapter 11 protection.
Nevertheless, the Company expects to continue active negotiations
with the Term Loan lenders after commencement of the Chapter 22
cases in an attempt to complete an asset purchase agreement and
debtor-in-possession financing on terms that are satisfactory and
in the best interests of the Debtors and their constituencies.

While the Debtors continue their negotiations with the Term Loan
lenders regarding a possible sale, they will also prepare for a
possible stand-alone restructuring. Given the Debtors' liquidity
crisis, it is necessary for the Debtors to be prepared for both
eventualities.

The Debtors believe that they have a strong business plan and that
a stand-alone reorganization is achievable if they are unable to
negotiate a sale of their assets on favorable terms and they are
able to obtain sufficient liquidity to bridge the next 90 days. In
addition, the Debtors intend to announce plans for streamlining
their operations footprint in various geographic regions.

Accordingly, the Debtors will work down these two paths
simultaneously, by continuing to negotiate a potential debtor in
possession financing facility and asset purchase agreement, while
at the same time trying to obtain adequate liquidity in the near
term to operate their business on a stand-alone basis.  The
Debtors believe that by proceeding in this manner, they will
optimize their prospects for maximizing the value of their
estates.

                 About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

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


BALLY TOTAL: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bally Total Fitness of Greater New York, Inc.
       fka Jack LaLanne Fitness Center Inc.
       dba Jack Lalanne Holiday Spa
           Crunch
           Crunch Fitness
           Bally Total Fitness
           Bally Sports Club
       c/o Bally Total Fitness Holding Corp.
       8700 Bryn Mawr Ave., 2nd Floor
       Chicago, IL 60631

Bankruptcy Case No.: 08-14818

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
Bally ARA Corporation                              08-14819
Bally Fitness Franchising, Inc.                    08-14820
Bally Total Fitness Holding Corporation            08-14821
Bally Franchise RSC, Inc.                          08-14822
Bally Franchising Holdings, Inc.                   08-14823
Bally Real Estate I LLC                            08-14824
Bally REFS West Hartford LLC                       08-14825
Bally Sports Clubs, Inc.                           08-14826
Bally Total Fitness Corporation                    08-14827
Bally Total Fitness Franchising, Inc.              08-14828
Bally Total Fitness International, Inc.            08-14829
Bally Total Fitness of California, Inc.            08-14831
Bally Total Fitness of Colorado, Inc.              08-14832
Bally Total Fitness of Connecticut Coast, Inc.     08-14833
Bally Total Fitness of Connecticut Valley, Inc.    08-14834
Bally Total Fitness of Minnesota, Inc.             08-14835
Bally Total Fitness of Missouri, Inc.              08-14836
Bally Total Fitness of Philadelphia, Inc.          08-14837
Bally Total Fitness of Rhode Island, Inc.          08-14838
Bally Total Fitness of the Mid-Atlantic, Inc.      08-14839
Bally Total Fitness of the Midwest, Inc.           08-14840
Bally Total Fitness of the Southeast, Inc.         08-14841
Bally Total Fitness of Toledo, Inc.                08-14842
Bally Total Fitness of Upstate New York, Inc.      08-14844
BTF Cincinnati Corporation                         08-14845
BTF Europe Corporation                             08-14846
BTF Indianapolis Corporation                       08-14847
BTF Minneapolis Corporation                        08-14848
BTF/CFI, Inc.                                      08-14849
BTFCC, Inc.                                        08-14850
BTFF Corporation                                   08-14851
Greater Philly No. 1 Holding Company               08-14852
Greater Philly No. 2 Holding Company               08-14853
Health & Tennis Corporation of New York            08-14854
Holiday Health Clubs of the East Coast, Inc.       08-14855
Holiday/Southeast Holding Corporation              08-14856
Jack LaLanne Holding Corp.                         08-14857
New Fitness Holding Co., Inc.                      08-14858
Nycon Holding Co., Inc.                            08-14859
Rhode Island Holding Company                       08-14860
Tidelands Holiday Health Clubs, Inc.               08-14861
U.S. Health, Inc.                                  08-14862

Related Information: The Debtors operates fitness centers in the
                    U.S., with over 375 facilities located in
                    26 states, Mexico, Canada, Korea, China and
                    the Caribbean under the Bally Total
                    Fitness(R), Bally Sports Clubs(R) and Sports
                    Clubs of Canada (R) brands.

                    The Debtors and its affiliates filed for
                    Chapter 11 protection on July 31, 2007
                    (Bankr. S.D.N.Y. Case No. 07-12396) after
                    obtaining requisite number of votes in favor
                    of their pre-packaged chapter 11 plan.
                    Joseph Furst, III, Esq. at Latham & Watkins,
                    L.L.P. represents the Debtors in their
                    restructuring efforts.  As of June 30, 2007,
                    the Debtors had US$408,546,205 in total assets
                    and US$1,825,941,54627 in total liabilities.

                    The Debtors filed their Joint Prepackaged
                    Plan & Disclosure Statement on July 31, 2007.
                    On Aug. 13, 2007, they filed an Amended Joint
                    Prepackaged Plan and on Aug. 17 filed a
                    Modified Amended Prepackaged Plan.

                    Jack La Lanne Holding Corp owns 100% of the
                    company.

                    See: http://www.ballyfitness.com/

Chapter 11 Petition Date: December 3, 2008

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Kenneth H. Eckstein, Esq.
                 keckstein@kramerlevin.com
                 Kramer Levin Naftalis & Frankel LLP
                 1177 Avenue of the Americas
                 New York, NY 10036
                 Tel: (212) 715-9100
                 Fax: (212) 715-8000

Investment Banker and Financial Advisor: Houlihan Lokey Howard
                                        Zukin Capital Inc.

Crisis Managers: AP Services LLC

Notice Claims and Balloting Agent: Kurtzman Carson Consultants LLC

Conflicts Counsel: Curtis, Mallet-Prevost, Colt & Mosle LLP

Special Litigation Counsel: Winston & Strawn LLP

Tax Consultants: Deloitte Tax LLP

Real Estate Advisors: Hilco Trading LLC

Estimated Assets: More than US$1 billion

Estimated Debts: More than US$1 billion

The Debtor's Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
U.S. Bank National Association Debt            US$247,337,500
Attn: Rick Prokosch
60 Livingston Ave
EP-MN-WS3C
St. Paul, MN 55107-2292
Tel: (651) 495-3918
Fax: (651) 495-8097

HSBC Bank USA NA               Debt              $231,250,000
Robert Conrad
452 Fifth Ave
New York, NY 10018
Tel: (212) 525-1314
Fax: (212) 525-1300

Leo Burnett USA Inc            Trade             $3,841,800
c/o Paul Eichelman, Chief
Financial Officer
35 W. Wacker Drive
Chicago, IL 60601
Tel: (312) 220-1084
Fax: (312) 220-3299

Jenner & Block LLP             Trade             $1,714,000
Attn: Jerald S. Solovy, Esq.
330 N. Wabash Ave
Chicago, IL 60611
Tel: (312) 222-9350
Fax: (312) 527-0484

Grupo Gallegos                 Trade             $555,090
Attn: Julie Beall
401 E. Ocean Blvd., 6Th Fl
Long Beach, CA 90802
Tel: (562) 256-3600
Fax: (562) 256-3620

NLAF Dunstan, L.P.             Real              $512,085
c/o AIC Ventures, L.P.         Property
Paul Robshaw                   Lease
301 Congress Ave, Suite 320
Austin, TX 78701
Tel: (512) 476-5009
Fax: (512) 476-7779

Total Tec Systems,Inc          Trade             $465,122
Attn: Mery Mahieu
Div. Bell Microproducts Inc
12784 Collections Ctr Dr
Chicago, IL 60693
Tel: (772) 334-9200
Fax: (772) 334-9222

R.H. Construction, Inc.        Trade             $449,516
Attn: Charlene
11720 Warfield
San Antonio, TX 78216
Tel: (210) 340-4627
Fax: (210) 348-7627

Kleinberg Kaplan Wolff &       Trade             $436,000
Cohen, P.C.
Attn: Andrew Chonoles
551 Fifth Ave.
New York, NY 10176
Tel: (212) 880-9870
Fax: (212) 986-8866

Kirkland & Ellis LLP           Trade             $401,575
Attn: Michael P. Foradas
200 E. Randolph Drive
Chicago, IL 60601
Tel: (312) 861-2000
Fax: (312) 861-2200

Convergys CMG                  Trade             $384,973
Attn: Angela Brown
1450 Solutions Center Dr
Chicago, IL 60677-1004
Tel: (513) 784-4337

S & D Cleaning Janitorial      Trade             $264,477.00
Attn: Ghermai Terie
11015 Hundred Bridge Ln
Sugarland, TX 77478
Tel: (612) 275-8939

Midway Bldg Janitorial         Trade             $239,764.00
Attn: Maria
2425 E. Devon Ave
Elk Grove Village, IL 60007
Tel: (847) 860-2800
Fax: (847) 860-5660

Flynn Construction             Trade             $238,396.00
600 Penn Avenue
Pittsburgh, PA 15221
Tel: (412) 243-2483
Fax: (412) 243-7925

Iovate Health Sciences         Trade             $235,499.54
Attn: Ivana Pojic
P.O. Box 66512
Chicago, IL 60666-0512
Tel: (888-334-4448
Fax: (905-678-3121

Mendes & Mount                 Trade             $225,000.00
Attn: Bob
750 7th Ave
New York, NY 10019
Tel: (212) 261-8000
Fax: (212) 261-8750

CENTRAL BUILDING                Trade            $202,439
SERVICES,INC
Attn: Rubin Montiel
P.O. Box 8050
Bartlett, IL 60103
Tel: (630) 715-9799
Fax: (630) 671-0059

Latham & Watkins                Trade            $200,000
Attn: Mark D. Gerstein
233 South Wacker Dr.
Sears Tower, Suite 5800
Chicago, IL 60606
Tel: (312) 876-7700
Fax: (312) 993-9767

Chipman Adams & Defilippis      Trade            $190,671
Architects, Inc.
1550 N. Northwest Hwy, Suite
400
Park Ridge, IL 60068
Tel: (847) 298-6900
Fax: (847) 298-6966

Manatt, Phelps & Phillips, LLP  Trade            $190,000
Clayton Friedman
11355 W Olympic Blvd
Los Angeles, CA 90064
Tel: (310) 312-4000
Fax: (310) 312-4224

Polar Electro                   Trade            $187,700
Attn: Doug Walerstein
1111 Marcus Avenue
Ste M15
Lake Success, NY 11042-1034
Tel: (800) 290-6330
Fax: (516) 364-5454

Softmart Inc.                   Trade            $179,393
P.O. Box 8500-52288
Philadelphia, PA 19178-2288
Fax: (800) 432-0612

Optimum Nutrition               Trade            $178,665
Attn: Mike
3979 Paysphere Circle
Chicago, IL 60674
Tel: (800) 705-5226
Fax: (630) 236-8517

High Potential, Inc.            Trade            $166,000
Attn: Christian B
33 West Monroe Street #2110
Chicago, IL 60603-5411
Tel: (312) 252-8200
Fax: (312) 252-8209

STAR HRG                        Trade            $161,733
Div. of Mega Life & Health
Insurance Co.
PO Box 37887
Phoenix, AZ 85021

Los Angeles County Tax          Trade            $147,849
Collector
Attn: Mark J. Saladino
P.O. Box 54027
Terminal Annex
Los Angeles, CA 90054
Tel: (213) 974-2101
Fax: (213) 626-1812

Valassis Direct Mail, Inc.      Trade            $146,922
Attn: Nancy Davis
pka: Advo
90469 Collection Ctr. Dr.
Chicago, IL 60693
Tel: (860) 602-3606
Fax: (860) 602-4783

401 Commercial L.P.            Real              $141,173
Fred Grapstein                 Property
401 Seventh Ave                Lease
New York, NY 10001
Tel: (212-502-8100
Fax: (212-502-8715

Read Tile & Stone              Trade             $140,000
27 Jensen Drive
Rochester, NY 14624
Tel: (585) 247-1612
Fax: (585) 247-6038

Dell Marketing L.P.            Trade             $139,597
Attn: N. Whitmire
c/o Dell USA, LLP
PO Box 802816
Chicago, IL 60680-2816
Tel: (512-723-9927
Fax: (877-500-3952

Sonnenblick Del Rio Norwalk,   Real              $138,726
LLC                            Property
c/o Sonnenblick Del Rio Real   Lease
Estate Development
12011 San Vicente Blvd,
Suite 300
Brentwood, CA 90049
Tel: (310) 471-9200
Fax: (310) 471-9111

WWP Amenities MPH Partner      Real              $136,781
LLC                            Property
c/o Macklowe Management        Lease
Steve Martinek
767 Fifth Avenue
21st Floor
New York, NY 10153
Tel: (212) 586-4914
Fax: (212) 258-3766

Aon Consulting                 Trade             $125,508
P.O. Box 33009
Newark, NJ 07188-0009
Tel: (312) 381-1000
Fax: (312) 701-3100

Culver Center Partners-East #1 Real              $124,976
L.P.                           Property
Attn: Juri Ripinski            Lease
3851 Overland Ave, Suite B
Culver City, CA 90232
Tel: (310) 253-9998
Fax: (310) 253-9897

Compuware Corp                 Trade             $124,728
Attn: Amy Koska
Drawer #64376
Detroit, MI 48264-0376
Tel: (313) 227-7300
Fax: (313) 227-9568

West Coast Printing & Graphics Trade             $121,715
16782 Red Hill Ave Ste A
Irvine, CA 92606
Tel: (949) 797-0140

Con Edison                     Trade             $115,690
Attn: Jaf Station
P.O. Box 1702
New York, NY 10116-1702
Fax: (212) 475-0734

Green Light Janitorial         Trade             $114,839
Lilia
2333 Benson Street 2Nd Floor
Philadelphia, PA 19152
Tel: (215) 331-0744

Ketchum Directory Advertising  Trade             $113,577
P.O. Box 676371
Dallas, TX 75267-6371
Tel: (913) 344-1900

Carrier Corporation            Trade             $106,488
PO Box 93844
Chicago, IL 60673-3844
Fax: (315) 432-6620

Intercontinental Management    Real              $106,353
Corp                           Property
322 E. Illinois St             Lease
Chicago, IL 60611
Tel: (312) 329-2504
Fax: (312) 329-9058

Intercontinental Management
Corp
1270 Soldiers Field Rd
Boston, MA 02135
Tel: (617) 782-2600
Fax: (617) 782-9442

Nutrio.com                      Trade            $105,000
Aka: Nutrio, Inc.
1000 Corporate Drive, Ste 600
Ft. Lauderdale, FL 33334
Fax: (954) 938-4080

North Town Refrigeration        Trade            $104,941
Div. North Town Mechanical
Contractors
18 Congress Circle W.
Roselle, IL 60172
Fax: (847) 357-0844

TXU Energy                      Trade            $104,135
PO Box 660161
Dallas, TX 75266-0161
Tel: (800) 725-7920

Prodigy Promos                  Trade            $102,889
691 W 1200 N, Suite 400
Springville, UT 84663
Fax: (801) 491-4202

Aramark Uniform Services, Inc.  Trade            $101,330
Adriana Julian
1900 Progress Avenue
Columbus, OH 43207
Tel: (818-973-3646
Fax: (614-445-7366

Akin, Gump, Strauss, et al      Trade            $101,325
David Botter
590 Madison Ave.
New York, NY 10022
Tel: (212) 872-1000
Fax: (212) 872-1002

641 Owner, LLC                  Real             $99,264.94
c/o Newmark Knight Frank        Property
                               Lease

GMS, LLC
Attn: Nicole Freckleton
10 Sylvan Way 2nd Floor
Parsippany, NJ 07054
Tel: (973) 898-8888
Fax: (973) 984-0347
641 Owner, LLC

c/o Atlas Capital Group
Rich Garzon
630 Fifth Avenue, 32nd Floor
New York, NY 10011
Tel: (973) 898-8845
Fax: (973) 842-0635

Sungard Availability Services   Trade            $96,684.00
Po Box 91233
Chicago, IL 60693
Tel: (800) 468-7483

Bluestar Energy Services Inc    Trade            $96,311.22
14034 Collections Center Dr
Chicago, IL 60693
Tel: (866) 258-3782
Fax: (866) 422-2515

The petition was signed by interim chief financial officer Harvey
Rubinson.


CORPORACION INTERAMERICANA: Moody's Puts 'Ba3' Ratings on Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Corporacion
Interamericana de Entretenimiento, S.A.B. de C.V. Ba3 and A3.mx
under review for possible downgrade.

These ratings are affected:

  -- Corporate Family Rating: Ba3

  -- US$14 million Senior Unsecured Notes due 2015: Ba3

  -- MXP500 million in Certificados Bursatiles due December 2009:
     Ba3/A3.mx

  -- MXP650 million in Certificados Bursatiles due April 2010:
     Ba3/A3.mx

  -- MXP1,400 million in Certificados Bursatiles due October 2010:
     Ba3/A3.mx

The rating review is prompted by CIE's weakening liquidity
position due to declining revenues and large near-term debt
maturities.  As of Sept. 30, 2008, cash on hands plus marketable
securities represented only 47% of adjusted short term debt
maturities (which includes factoring of accounts receivable), down
from 63% in June 2008 and 98% in December 2007.  While Moody's
recognizes that CIE maintains strong banking relationships that
may provide for financing in case of need, the company does not
have a committed credit facility which Moody's believes heightens
its credit and liquidity risks.

During the review period, Moody's will focus on CIE's ability to
address its liquidity situation as well as its near-term business
prospects.  The company has been experiencing declines in its
gaming division due principally to the new tax on gaming revenues
and the anti-tobacco law.  Its Commercial division is also under
pressure as advertising spending declines.  Moody's believes CIE's
business will remain under pressure over the next year with the
current economic slowdown in Mexico.
CIE's ratings continue to benefit from its dominant market share
position in the out-of-home entertainment sector in Mexico, its
long-term partnerships with foreign operators (e.g. joint venture
with Ticketmaster and Televisa, relationship with NASCAR), which
provide CIE with the opportunity to capitalize on the strength of
these operators and mitigate its exposure to cash-consumptive
investments in these segments.  The ratings are also supported by
the value of CIE's exceptional venues in Mexico, including Mexico
City's only government-authorized horse race track (Hippodrome)
and Centro Banamex and Foro Sol, which are exhibition and
convention centers.  These strengths are partly offset by the
volatile nature of CIE's cash generation as well as by the
company's aggressive liquidity policy.

CIE's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) liquidity and overall financial position;
(ii) projected performance per division over the near to
intermediate term; and (iii) predictability of cash flow
generation. These attributes were compared against other issuers
both within and outside CIE's core industries.
Before the announcement, the last action on CIE's ratings occurred
on January 17, 2008 when Moody's downgraded the ratings to Ba3 and
A3.mx from Ba2 and A2.mx.

CIE is the sole vertically integrated out-of-home entertainment
group in Mexico, with assets in South America and the U.S. The
group has long-term partnerships with foreign operators (e.g.
joint venture with Ticketmaster, alliances with Disney Broadway,
Cirque du Soleil and NASCAR) as well as with Televisa, the leading
TV broadcasting conglomerate in Mexico.  As of September, 2008,
last-twelve-month revenues and Adjusted EBITDA amounted to about
US$890 million and US$200 million, respectively.


GRUPO POSADAS: Fitch Keeps 'BB' Ratings; Outlook Negative
---------------------------------------------------------
Fitch Ratings has affirmed Grupo Posadas, S.A.B. de C.V.'s Issuer
Default Ratings and debt ratings:

  -- Foreign currency IDR at 'BB';

  -- Local currency IDR at 'BB';

  -- Senior notes due 2011 at 'BB';

  -- National scale rating at 'A+(mex)', including all of its
     'Certificados Bursatiles' issuances.

The Rating Outlook has been revised to Negative from Stable.
The revision of the Outlook reflects expectations that a more
adverse economic environment might pressure the Posadas' operating
performance and financial results.  Additionally, the revised
Outlook takes into account increased exchange rate volatility
which can negatively affect Posadas' financial position and has
stressed the company's liquidity position as a result of using
derivative instruments.

Operating performance through the first nine months of 2008 has
remained stable, as positive results in urban hotels has helped
offset declines in the coastal hotel segment.  Fitch expect year
end results in the hotels segment to remain stable, as a
depreciated Mexican Peso leads to improved performance in coastal
hotels and as Mexican destinations become more attractive from a
cost perspective.

For 2009, performance in the hotel segment should be more
challenging, as decreased economic activity might affect
performance in urban hotels and a global recession may have a
negative effect in its coastal hotels.  In previous economic
downturns Posadas has been able to adjust and maintain a stable
financial position with good operating results, although
performance and results should be pressured during 2009.  Growth
in the Vacation Club segment, which in previous years had been of
over 50%, should also be affected, as Fitch believe this segment
is more exposed to a downturn than the traditional hotel
operations. During 2007, this segment represented 17% of total
revenues.

The ratings also reflect Posadas' solid business position, strong
brand name and multiple hotel formats.  The company's presence in
all major urban and coastal locations in Mexico, consistent
product offering and quality brand image have resulted in
occupancy levels that are above the industry average in Mexico.
The use of multiple hotel formats allows Posadas to target
domestic and international business travelers as well as tourists.
Operations are primarily located in Mexico, which limits
geographic diversification.  The ratings also consider the
industry's high correlation to economic cycles, which might affect
operating indicators negatively in downturns.

Posadas faces a comfortable debt maturity schedule and has a track
record of positive free cash flow generation.  The company
recently issued in Mexican Pesos the equivalent of approximately
US$73 million in the local markets to refinance upcoming
maturities and existing debt and to improve its debt profile while
also reducing funding costs.  At Sept. 30, 2008, on-balance sheet
debt reached US$430 million of which 97% was dollar-denominated
and the remainder was in Pesos.  As part of its financial
strategy, Posadas uses derivative instruments to swap Peso
denominated debt into U.S. Dollar debt, as approximately 40% of
the company's revenues are dollar linked.

The recent volatility in the exchange rate has tightened Posadas'
liquidity position as it has required the company to post cash on
margin calls related to its positions held with derivative
instruments.  At Sept. 30, 2008, negative market value on
derivative instruments totaled US$11.1 million, and as of Oct. 31,
2008 the exposure grew to approximately US$50 million.  Cash
required for margin calls at Oct. 31, 2008 was of approximately
US$33 million.

Posadas has taken several measures to improve its liquidity
position, and Fitch consider that its current cash position is
enough to maintain liquidity manageable.  The company remains
exposed to further movements in the exchange rate, as its strategy
is to maintain its derivative positions open until maturity.  This
might lead to additional margin calls in the event currency
volatility continued.  A new and sustain short term depreciation
of the Mexican Peso might prompt a negative rating action, as it
would increase stress on liquidity and put greater pressure on
financial indicators.

Posadas is the largest hotel operator in Mexico, with 107 hotels
and 19,357 rooms across Mexico (85% of total rooms), Brazil (10%),
United States (3%), Argentina (1%) and Chile (1%).  Approximately
78% of rooms are in urban locations, with the remaining 22% in
coastal destinations.  The company manages different hotel formats
(under a combination of owned, leased and managed properties) that
include Aqua, Fiesta Americana Grand, Fiesta Americana, Fiesta
Inn, One Hotels and Fiesta Americana Vacation Club in Mexico, and
Caesar Park and Caesar Business in Brazil, Argentina and Chile.
For the year ended Dec. 31, 2007 Posadas had US$548 million of
revenues and US$134 million of EBITDA.


* MEXICO: Manufacturing Data 'Suggest a Recession'
--------------------------------------------------
Mexico's manufacturing index fell to the lowest level since the
indicator was created four years ago, signaling the economy may be
headed for a recession, Jens Erik Gould of Bloomberg News writes.

The report relates Mexican Institute of Financial Executives
(IMEF) said December 3, the manufacturing index, declined to 44.6
in November from a revised 49.5 the previous month, while non-
manufacturing index rose to 46.8 from a revised 46.1 in October.

"Both the manufacturing and non-manufacturing indicators suggest a
recession in the Mexican economy," Bloomberg News cited IMEF as
saying.

According to the report, the central bank said last week that data
for exports, consumer demand, job growth and wages signal that the
global financial crisis is reducing Mexico's economic expansion.
The bank forecasts 2009 growth of as low as 0.5%.

As reported by the Troubled Company Reporter - Latin America on
December 4, 2008, Prensa Latina reported that a study conducted by
the Bank of Mexico (BANXICO) revealed that the country's economy
next year would likely worsen due to the global financial crisis.

According to a TCRLA report on Dec. 2, 2008, Bloomberg News said
Mexico Central Bank Governor Guillermo Ortiz said Mexico's economy
won't avoid an "important slowdown" amid a global credit crisis.

That report related, Mexico's third-quarter growth of
1.6% was the lowest in five years.  Merrill Lynch & Co. and Credit
Suisse Group AG, the same report recounts, reduced their estimates
for growth next year to 0.4% and 0.6%, respectively, saying the
slump in the U.S. will sap demand for Mexican exports.



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

PILGRIM'S PRIDE: Gets Interim Approval for $450MM DIP Financing
---------------------------------------------------------------
Although Pilgrim's Pride Corporation and its debtor-affiliates'
businesses generally generate sufficient cash to fund their
operations on a long-term basis, in the short-term the Debtors
project that they will need the liquidity provided by the proposed
postpetition financing in addition to the use of the cash that
they generate to fund their operations and to pay the costs and
expenses of administering their Chapter 11 cases.

Before the Petition Date, the Debtors and their financial
advisors, Lazard Freres & Co., surveyed various sources of
postpetition financing.  Of the possible sources they approached,
they were only able to solicit proposals from two parties who
indicated interest in providing postpetition financing and
provided concrete pricing and structure proposals.

Ultimately, the prepetition lenders led by Bank of Montreal as
agent, were willing to extend postpetition financing.  Pursuant
to DIP Financing documents that are subject to definitive
documentation, the consortium of lenders agreed to extend up to
US$365,000,000 of postpetition financing on an interim basis and
up to US$450,000,000 on a final basis.  The Lenders' commitments:

Lender                                     DIP Commitment
------                                     --------------
Bank of Montreal                           US$100,000,000

Wells Fargo Bank National Association        $100,000,000

Cooperatieve Centrale
Raiffeisen-Boerenleenbank, B.A.,
"Rabobank Nederland" New York Branch         $100,000,000

U.S. Bank National Association                $45,000,000

ING Capital LLC                               $30,000,000

Calyon New York Branch                        $30,000,000

Natixis New York Branch                       $30,000,000

SunTrust Bank                                 $10,000,000

First National Bank of Omaha                   $5,000,000
                                            --------------
       Total                                  $450,000,000
                                            ==============

The Debtors and the DIP Lenders have agreed on a budget
projecting cash flow for thirteen weeks beginning the week ended
December 6, 2008, to the week ending Feb. 28, 2009.  A full-
text copy of the DIP Budget is available for free at:

              http://ResearchArchives.com/t/s?35b4

According to the Debtors' proposed counsel, Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, the DIP
Credit will be available solely for, among others, loans and
letters of credit for payment of normal operating expenses
consistent with the Budget, loans for payment of payment of the
professional fees and expenses of the DIP Agent and the
prepetition BMO Lenders.

On Dec. 2, 2008, the Debtors sought and obtained interim approval
from the U.S. Bankruptcy Court for the Northern District of Texas
of its DIP Motion.  A full-text copy of the Interim DIP Order is
available for free at:

               http://ResearchArchives.com/t/s?35b5

The salient terms of the DIP Financing are:

DIP Loan Borrower:   Pilgrim's Pride Corporation

Guarantors:          Each of the direct and indirect domestic
                      subsidiaries of PPC, which are debtors-
                      in-possession

DIP Agent:           Bank of Montreal, as administrative and
                      collateral agent

DIP Commitment:      A non-amortizing revolving credit
                      facility in an aggregate principal amount
                      of US$450,000,000 for revolving advances to
                      the Borrower, and a US$20,000,000 Letter of
                      Credit Sublimit

Available
Borrowing Base:      The lesser of (i) the DIP Commitment or
                      (ii) the Borrowing Base, which is the sum
                      of:

                         * 80% of the then outstanding unpaid
                           amount of Eligible Receivables; plus

                         * 65% of the value of Eligible
                           Inventory consisting of feed grains,
                           feed and ingredients located at the
                           Borrower's or a Guarantor's feed
                           mills or is prepaid in full and is
                           in transit from the seller thereof
                           to the Borrower or Guarantor; plus

                         * 65% of the lower of cost or fair
                           wholesale market value of Eligible
                           Inventory consisting of dressed
                           broiler chickens and commercial
                           eggs; plus

                         * 65% of the Value of Eligible
                           Inventory consisting of live broiler
                           chickens; plus

                         * 65% of the standard cost value of
                           Eligible Inventory consisting of
                           prepared food products; plus

                         * 100% of the Agreed Upon Values of
                           Eligible Inventory consisting of
                           breeder hens, breeder pullets,
                           commercial hens, commercial pullets
                           and hatching eggs; plus

                         * 40% of the actual costs of Eligible
                           Inventory consisting of packaging
                           materials, vaccines, general
                           supplies, and maintenance supplies;
                           minus

                         * the aggregate principal amount of
                           all loans, letters of credit and
                           unreimbursed drawings under letters
                           of credit outstanding under the
                           Prepetition BMO Credit Facilities;
                           minus

                         * the outstanding amount of Secured
                           Grower Payables that are more than
                           15 days past due; minus

                         * a good-faith estimate of the Carve-
                           Out Amount acceptable to the
                           Required Lenders; minus

                         * a good faith estimate of all claims
                           under Section 503(b)(9) of the
                           Bankruptcy Code; provided that the
                           Borrowing Base as determined on any
                           date will not exceed 222% of the
                           amount included.

Closing Date:        The Closing Date will occur immediately
                      upon entry of an Interim Financing Order
                      but no later than December 10, 2008.

Maturity Date:       December 1, 2009, subject to extension
                      for up to an additional six months.

Termination Date:    The DIP Commitment will terminate on the
                      earliest to occur of the (a) Maturity
                      Date; (b) the date that a plan of
                      reorganization of any Debtor confirmed by
                      the Court becomes effective; or (c) the
                      date the DIP Lenders terminate the DIP
                      Commitment based on the occurrence of an
                      Event of Default.

Interest Rate:       Principal accrues at 8.0% per annum plus
                      the Base Rate.

Fees:                Fees include (a) a closing fee in an
                      amount equal to 2.5% of the DIP
                      Commitment, (b) a DIP Agent's fee in the
                      amount of $125,000, payable to the DIP
                      Agent for its own use and benefit, and
                      (c) a fee of 0.50% per annum on the
                      unused available DIP Commitment, payable
                      monthly in arrears to the DIP Agent.

Indemnification:     PPC and the Subsidiary Guarantors agree
                      to indemnify the DIP Agent, the L/C
                      Issuer, each Lender, and any security
                      trustee against all losses, claims,
                      damages, penalties, judgments,
                      liabilities and expenses.

All obligations of PPC and the Subsidiary Guarantors to the DIP
Lenders in respect of the DIP Credit, including, without
limitation, all accrued interest, costs, fees and expenses will
be secured by:

(a) First priority liens, mortgages and security interests, in
     all of the Debtors' property, including, without
     limitation, real property, the Cash Collateral Account,
     other than any equity interest of Avicola Pilgrim's Pride
     de Mexico, S. de. R.L. de C.V.;

(b) A valid, binding, continuing, enforceable, fully-priming
     lien, and security interest in the BMO Prepetition
     Collateral and the CoBank Prepetition Collateral.

The DIP Priming Liens on the Prepetition Collateral is senior in
all respects to the security interests in, and liens on, the
Prepetition Collateral of the Prepetition Lenders.

The liens and security interests granted to the DIP Lenders are
subject to a Carve-Out, which means an administrative expense
carve-out in the amount of $5,000,000 for (a) the payment of
costs of winding up the Chapter 11 cases and the professional
fees and disbursements of professionals hired by the Debtors and
any official committee appointed in the Chapter 11 cases incurred
after the Termination Date, plus (b) professional fees and
disbursements incurred or accrued and pending applications for
professional fees and disbursements of the Debtors' and any
official committee's professionals prior to the Termination Date
and U.S. Trustee fees.

No part of the Carve-Out, however, will be used to object to or
contest any postpetition lien or Postpetition Obligations or to
challenge any prepetition lien of the Prepetition BMO Agent or
the Prepetition BMO Lenders, or to otherwise seek affirmative
relief against the DIP Agent, the Lenders, the Prepetition BMO
Agent or the Prepetition BMO Lenders.

Events of Default include the usual provisions as deemed
appropriate by the DIP Lenders, together with the Events of
Default which are substantially the same as those in the
Prepetition BMO Credit Agreement.  Among others, the DIP
Agreements provide that a default will occur if:

(a) the Borrower or any Subsidiary, or any member of its
     Controlled Group, will fail to pay when due an amount or
     amounts aggregating in excess of US$10,000,000, which it
     will have become liable to pay to the Pension Benefit
     Guaranty Corporation or to a Plan under Title IV of the
     Employee Retirement Income Security Act;

(b) a trustee under Chapter 11 will be appointed in any of the
     Chapter 11 cases;

(c) an order of the Court will be entered in any of the
     Chapter 11 cases appointing an examiner or other person
     with enlarged powers relating to the operation of the
     business under Section 1106(b); or

(d) the DIP Orders are be amended, reversed, stayed, vacated
     or modified, in the case of an amendment or modification
     in a manner which materially and adversely affects the
     rights of the Lenders or the DIP Agent.

The Borrower and each Guarantor unconditionally agrees to forever
indemnify and covenants not to sue for any claim for contribution
against, each Indemnitee for any damages arising out of any of:

-- any presence, Release, threatened Release or disposal of
    any hazardous or toxic substance or petroleum by the
    Borrower or any Subsidiary or otherwise occurring on or
    with respect to its Property;

-- the operation or violation of any Environmental Law,
    whether federal, state, or local, and any regulations
    promulgated thereunder, by the Borrower or any Subsidiary
    or otherwise occurring on or with respect to its Property;

-- any claim for personal injury or property damage in
    connection with the Borrower or any Subsidiary or otherwise
    occurring on or with respect to its Property; or

-- the inaccuracy or breach of any environmental
    representation, warranty or covenant by the Borrower.

A full-text copy of the DIP Agreement, subject to definitive
documentation, is available for free at:

               http://ResearchArchives.com/t/s?35b2

In support of the Debtors' DIP Financing and Cash Collateral
request, they filed with the Court a declaration of Barry
Stratton, a vice president of the Bank of Montreal in its special
assets division.  A full-text copy of the Stratton Declaration is
available for free at:

               http://ResearchArchives.com/t/s?35b3

Judge D. Michael Lynn, in the Interim Order, ruled that the rights
of any official committee or Chapter 11 trustee appointed in the
Debtors' case are reserved except with respect to any provision
required in connection with Section 364, including Section 364(e).

Judge Lynn held in the Interim Order that notwithstanding any
contrary provision in the Order, to the extent General Electric
Capital Corporation holds perfected, valid security interests or
liens that are senior to the prepetition liens or security
interests of the prepetition BMO Lenders, then:

-- the liens, replacement liens, and security interests
    granted to the DIP Agent, DIP Lenders, Prepetition Agents
    and Prepetition Lenders will not prime or be senior to the
    GECC Liens; and

-- in the event any property subject to the GECC Liens is
    sold, the proceeds will not be governed by the Interim DIP
    Order.

Judge Lynn will convene a hearing on Dec. 17, 2008, at 10:30 a.m.,
to consider final approval of the DIP Motion.  Objections are due
Dec. 10, 2008.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

(Pilgrim's Pride Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S: Gets Interim OK to Access US$300MM Cash Collateral
-------------------------------------------------------------
To address Pilgrim's Pride Corporation and its debtor-affiliates'
working capital needs and fund their reorganization efforts, the
Debtors also require the use of the cash collateral, including to
repurchase receivables, securing the Debtors' more than
US$2,700,000,000 of prepetition debts.  Coupled with the proceeds
of the DIP Credit Facility, the use of the Cash Collateral will
provide the Debtors with necessary additional capital to operate
their businesses, pay their employees, maximize value, and
successfully reorganize under Chapter 11.

During the Dec. 2, 2008, hearing, Judge D. Michael Lynn of the
U.S. Bankruptcy Court for the Northern District of Texas
authorized the Debtors, on an interim basis, to use the Cash
Collateral.  The Court will convene a final hearing on December
17.  Objections are due December 10.

As adequate protection, Bank of Montreal, as agent under the
Debtors' US$300,000,000 prepetition revolving credit facility,
will receive a replacement lien to secure the loans made, and
letters of credit issued pursuant to the Prepetition BMO Credit
Agreement on all Postpetition Collateral for and to the extent of
the postpetition use of any of the property of Pilgrim's Pride
Corporation in which the Prepetition BMO Agent has a valid,
perfected, non-avoidable prepetition lien, and proceeds thereof
and for any postpetition diminution in value of the Prepetition
BMO Collateral.

CoBank ACB, as agent under the Debtors' prepetition US$550,000,000
revolving credit facility and US$750,000,000 term loan, will
receive, as adequate protection, a replacement lien to secure the
loans made under the Prepetition CoBank Credit Agreement on all
Postpetition Collateral for and to the extent of postpetition use
of the any of the property of PPC in which the Prepetition CoBank
Agent has a valid, perfected, non-avoidable prepetition lien and
proceeds thereof and for any postpetition diminution in value of
the Prepetition CoBank Collateral.

The adequate protection granted to BMO and CoBank are subordinate
only to (a) the liens granted to the DIP Agent and the DIP
Lenders to secure the DIP Obligations; (b) the Carve-Out; (c)
Permitted Liens; (d) in the case of the Replacement Lien granted
to the Prepetition BMO Agent on property that was subject to a
first priority lien in favor of the Prepetition CoBank Agent
prior to the Petition Date, the Replacement Lien granted to the
Prepetition CoBank Agent; and (e) in the case of the Replacement
Lien granted to the Prepetition CoBank Agent on property of the
type described in the Prepetition BMO Security Agreement, the
Replacement Lien granted to the Prepetition BMO Agent.

The Replacement Liens granted to the Prepetition BMO Agent and
the Prepetition CoBank Agent on property that was unencumbered
before the Petition Date will rank pari passu with each other.

As further adequate protection, the Debtors will pay to the
Prepetition BMO Agent and the Prepetition CoBank Agent on the
closing date of the DIP Credit Agreement all interest accrued on
the prepetition obligations to that date and thereafter will pay
interest monthly in arrears at the non-default rate set forth in
the Prepetition BMO Credit Agreement and the Prepetition CoBank
Credit Agreement and accrue monthly the difference between the
default rate and the non-default rate to be payable at the
Termination Date.

In addition, as further adequate protection all of the
Prepetition Agents' and the Prepetition Lenders' reasonable fees
and expenses, and reasonable professionals' fees and expenses
will be funded through loans under the DIP Credit Agreement,
charged to the Debtors' account and will be deemed to constitute
an item paid in accordance with the 13-Week Budget.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
US$3,847,185,000, and debts of US$2,700,139,000 as of June 28,
2008.

(Pilgrim's Pride Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).



===============
X X X X X X X X
===============

* Big 3 Get UAW's OK on Healthcare Payment Delays & Jobs Bank Cuts
------------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that the United Auto
Workers President Ron Gettelfinger said on Wednesday that the
union will let General Motors Corp., Chrysler LLC, and Ford Motor
Co. delay payments into a health-care trust and terminate the jobs
bank program for laid-off employees, to help the companies in
their plea for government loans.

As reported in the Troubled Company Reporter on Dec. 3, 2008, UAW
scheduled an emergency meeting on Dec. 3 to discuss what role the
union should play in helping GM, Ford Motor, and Chrysler become
more viable companies.

According to Dow Jones, the UAW decided to revise its 2007
contracts with GM, Chrysler, and Ford Motor to help reduce costs.
Union leaders are able to suspend the jobs bank and postpone
payments to the health-care trust without renegotiating the labor
contract, the report states, citing Mr. Gettelfinger.  The union,
says the report, will have to form bargaining committees and start
talks with the companies for further changes.

Dow Jones relates that the health-care trust, or VEBA, is
considered as a key component of the firms' efforts to lessen
labor obligations.  It was scheduled to start paying benefits to
retirees beginning Jan. 1, 2010, but the automakers are running
short of cash and would likely fail to secure the billions of
dollars needed to initially fund the trust, states the report.

The jobs bank program, Dow Jones reports, provides laid-off
employees with most of their pay and benefits.  The program has
"shrunk dramatically," Dow Jones says, citing Mr. Gettelfinger.
The report states that GM and Ford have reduced their jobs banks
by almost 80,000 workers in recent years.  GM, Ford Motor, and
Chrysler currently have about 3,500 workers in the jobs bank,
according to the report.

UAW will launch an ad campaign in support of GM, Ford Motor, and
Chrysler, Dow Jones relates.  Other countries are also being asked
to extend support to their auto industries, the report states,
citing Mr. Gettelfinger.

       Chrysler's Short-Term & Long-Term Viability Plan

Chrysler LLC Chairperson and CEO Bob Nardelli will wrap up a
series of "Virtual Road Show" events with an actual road trip to
Washington, D.C.  Chrysler confirmed that the company's top
executive would drive a fuel-efficient hybrid vehicle to this
week's Senate and House hearings.

Mr. Nardelli and other Chrysler executives will spend the early
part of this week in discussions with a broad mix of affected
stakeholders.  The company is calling the grassroots public
relations push a "Virtual Road Show," with initiatives spread
across seven states in a three-day period.

The meetings and initiatives are being organized by a number of
groups and organizations to help develop an awareness of the
integral role U.S. auto makers play in the nation's economy and
national security as well as why the temporary financial
assistance provided by a bridge loan is critical to Chrysler and
the industry.  Chrysler Executive Director of Communications Lori
McTavish said, "Our goal is to meet with stakeholders to discuss
the U.S. auto industry's impact on their districts."

Chrysler will use the government loan to support ongoing
operations as the company continues to restructure the business,
including in the first quarter:

    -- US$8.0 billion in payments to parts suppliers $1.2 billion
       for other vendors,

    -- US$900 million in wages,

    -- US$500 million in healthcare and legacy costs, and

    -- US$500 million in capital expenditures.

Mr. Nardelli will receive a salary of $1 a year.  He has no
employment contract, no change of control agreement, "golden
parachute," and no health care or life insurance benefits from the
company.  The company will negotiate concessions from all of our
constituents.

Chrysler's product plan features 24 major launches from 2009
through 2012.  For the 2009 model year, 73% of Chrysler products
will offer improved fuel economy compared to 2008 models.  The
company will launch additional small, fuel-efficient vehicles.
Chrysler's product plan includes the introduction of the Ram
Hybrid and its first electric-drive vehicle in 2010 with three
additional models by 2013.

Mr. Nardelli believes that further partnership, restructuring and
consolidation would make the U.S. auto industry even more viable
and competitive in the long run.  Further opportunities for
technology sharing would provide fuel-efficient cars and trucks
more cost effectively and faster to market.  The three-company
alliance that developed the dualmode hybrid is a good example.

Chrysler believes that it will be well-positioned to begin
repayment of the federal loans in 2012.

Details on Chrysler's Plan is available at:

http://ResearchArchives.com/t/s?35b1

          Gov't Facilitated Pre-packaged Bankruptcy

The Deal Journal relates that while Ford Motor, GM, and Chrysler
continue to rule out filing for bankruptcy, Congress members and
their staffers have been meeting privately with bankruptcy experts
and bankers to understand the mechanics and costs of a pre-
packaged bankruptcy.  According to The Deal, Senate Minority Whip
Jon Kyl said he has spoken to colleagues who said that they would
be open to the government facilitating a pre-packaged bankruptcy
for one or more of the three struggling Detroit companies.

The Deal states that Sen. Kyl said that he supports a plan for the
government to provide financing, while creating an account that
would ensure warrantees for owners of cars made by firms in
bankruptcy court.

The deal quoted Sen. Kyl as saying, "I'd be happy next week to
pass a bill that said for any of these three companies that go
through Chapter 11, we will provide a certain amount of DIP
[debtor-in-possession] financing" and money to backstop for car
warrantees.

Matthew Dolan and Josh Mitchell at The Wall Street Journal relate
that Ford Motor CEO Alan Mulally expressed concern on the fates of
GM and Chrysler, after the submission of the three company's
restructuring plans to the congress.  Mr. Mulally told WSJ during
an interview in Washington, that he was worried about the
financial health of GM and Chrysler after the two companies told
the Congress that they needed the immediate infusion of cash to
survive.

As reported in the Troubled Company Reporter on Dec. 3, 2008, Ford
Motor said in its 33-page turnaround plan that it doesn't need
federal funds immediately and that it is asking for a
$9 billion line of credit to be available in case the recession
would be longer and deeper than expected.



                            ***********

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 V. Profetana, Marites O. Claro, Joy
A. Agravente, Pius Xerxes V. Tovilla, Rousel Elaine C. Tumanda,
Valerie C. Udtuhan, Frauline S. Abangan, and Peter A. Chapman,
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 * * *