TCRLA_Public/080328.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, March 28, 2008, Vol. 9, No. 62

                            Headlines




A R G E N T I N A

ALITALIA SPA: Air France-KLM to Present New Proposal to Unions
ASOCIACION MUTUAL: Trustee Filing Individual Reports on April 14
COMVERSE TECHNOLOGY: Receives Wells Notice from SEC Staff
FARMACIA DE MEDRANO: Trustee to Verify Claims Until May 29
FORNS CONSTRUCCIONES: Files for Reorganization in Court

HOTELNET SRL: Trustee to Verify Proofs of Claim Until April 22
LANCI IMPRESORES: Trustee to Verify Proofs of Claim Until May 13
MAGAL CUER: Files for Reorganization in Buenos Aires Court
PONAGRI SA: Proofs of Claim Verification Deadline is May 22
TECSYSTEM SRL: Trustee to Verify Proofs of Claim Until April 24

YPF SA: S&P Holds BB+ Rating After Holder's Sale Announcement


A R U B A

VALERO ENERGY: To Sell Aruba Refinery by 2008 Second Quarter


B E R M U D A

EXTRA POWER: Proofs of Claim Filing Deadline is April 11
MONTPELIER RE: Unit Deploys OneShield System for Admin Support
SEA CONTAINERS: Wants Court to Reject US$2BB in Duplicate Claims
SECURITY CAPITAL: Will Cut Workforce by 60 to Reduce Costs
SECURITY CAPITAL: Fitch Drops BBB Long-Term Issuer Rating to B-


B R A Z I L

ABITIBIBOWATER INC: Abitibi-Consolidated Has Substantial Doubt
ABITIBIBOWATER INC: Moody's Rates Unit's US$450 Mil. Loan at B1
AFFILIATED COMPUTER: Communications Dev't. Buyout to Augment Biz
BANCO BMG: Secures BRL1 Billion Loan from UBS Pactual
BANCO DO BRASIL: Must Pay BRL400MM Back Wages, Labor Court Says

CA INC: Appoints Michael Christenson as President
CENTRAIS ELETRICAS: Won't Allow Competition in Units
DELPHI CORP: Court OKs US$46.2M Wheel Bearing Biz Sale to Kyklos
FORD MOTOR: Sells Jaguar & Land Rover to Tata Motors for US$2.3B
INTERMEC INC: Narrow Business Profile Prompts S&P's 'BB-' Rating

TAM SA: Sets Record For Transporting 100,500 Passengers in a Day
TAM SA: Podhurst Orseck Files Lawsuits for July 2007 Disaster
TELE NORTE: Schedules General Shareholders' Meeting on April 4
USINAS SIDERURGICAS: Issues 4th Qtr. 2007 Earnings Webcast Alert


C A Y M A N  I S L A N D S

HEADSTRONG XXX: Proofs of Claim Filing Deadline is April 1
HEADSTRONG XXX: Sets Final Shareholders Meeting for April 1
NBL FUNDING: Proofs of Claim Filing Deadline is April 3
NORMANDI LIMITED: Proofs of Claim Filing Deadline is April 3
NORTH BROOK: Proofs of Claim Filing is Until April 3

PUERTO AZUL: Proofs of Claim Filing is Until April 3
RAB PI: Proofs of Claim Filing Deadline is April 3
SPENCER HOUSE: Proofs of Claim Filing Deadline is April 3
SPENCER HOUSE CAPITAL: Proofs of Claim Filing is Until April 3
VERTEX CAPITAL: Proofs of Claim Filing Deadline is April 3


C H I L E

AES CORP: Names Andrew Vesey as EVP & President for LatAm Region
AES CORP: Ned Hall to Lead Wind Generation Business


C O S T A  R I C A

ORTHOFIX INT'L: Lower Expected Cash Flow Cues Moody's Rating Cut
SIRVA INC: Committee Wants to Hire BDO Seidman as Accountant
SIRVA INC: Committee et al. Object to Request for Class 5 Panel
SIRVA INC: IFL et al. Object to Adequacy of Disclosure Statement
SIRVA INC: Triple Net Objects to Confirmation Discovery Schedule

SIRVA INC: Panel Has Until April 11 to Object to DIP Financing


D O M I N I C A N   R E P U B L I C

BANCO DE RESERVAS: Will Stop Comites de Base Payroll
DELTA AIR: Expands Atlanta Flight in Dominican Rep's Santiago


E C U A D O R

PETROECUADOR: Chevron Expects to Win in Amazon Cleanup Case
SMURFIT KAPPA: Rosemary Thorne Appointed as Board Director


J A M A I C A

AIR JAMAICA: Protesting Flight Attendants Return to Work
CABLE & WIRELESS: Ministry to Charge Firm for Using Public Roads
DIGICEL GROUP: Joins JPS Employees Cooperative Credit Union
DIGICEL GROUP: Ministry to Charge Firm for Using Public Roads


M E X I C O

CLEAR CHANNEL: Buyers Sue Banks to Pursue US$19 Bil. Deal
DENNY'S CORP: Dec. 26 Balance Sheet Upside-Down by US$178.9 Mil.
DENNY'S CORP: Weak Performance Cues S&P to Give Negative Outlook
EL PASO: Concludes Sale of Gulf of Mexico & Texas Assets
FEDERAL-MOGUL: Court OKs Sec. 524 Transfer of Insurance Rights

QUAKER FABRIC: Wants Exclusive Plan Filing Period Extended
QUEBECOR WORLD: Wants to Buy Bombardier Aircraft for US$12 Mil.


P E R U

IRON MOUNTAIN: Moody's Lifts Rating to B1 on Strong Performance


V E N E Z U E L A

HARVEST NATURAL: Coker & Palmer Puts Buy Rating on Firm's Shares
PETROLEOS DE VENEZUELA: New Oil Tax to Go to Heath Programs




                         - - - - -

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A R G E N T I N A
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ALITALIA SPA: Air France-KLM to Present New Proposal to Unions
--------------------------------------------------------------
Air France-KLM is expected to submit a revised proposal for
unions at Alitalia S.p.A. since yesterday, March 27, 2008, or on
March 29, 2008, various reports say, citing Air France CEO Jean-
Cyril Spinetta.

Air France will present a new proposal in light of continued
opposition from unions to its planned acquisition of the Italian
government's 49.9% stake in Alitalia.

"An appropriate solution will be offered to each of the 2,100
employees concerned -- 1,600 in Alitalia and 500 in Alitalia
Servizi," Air France said.

The revised proposal, Agence France-Presse cites a union source,
may include:

    * inclusion of AZ Servizi's operations at Rome's Fiumicino
      airport;

    * transfer of 180 pilots from Alitalia's cargo division to
      new positions within the company before its shut down in
      2010.

Union officials told the Associated Press that the new proposal
may entail Air France-KLM absorbing hangar and some other ground
operations at Rome's Leonardo da Vinci airport, which may reduce
job cuts.

Air France, AFP reports, might extend the negotiation period
with Alitalia's unions beyond March 31, 2008.

As recently reported in the TCR-Europe, Alitalia and the present
government have accepted Air France-KLM SA's binding offer,
subject to several conditions including union approval.  Air
France, so far, has yet to convince the unions to accept its
business plan, which foresees around 2,100 job cuts.

The effectiveness conditions for Air France's offer include:

    * formal approval of the Industrial Plan 2008-2010 by
      Alitalia?s Board of Directors;

    * formal agreement in a manner satisfactory for
      Air France-KLM between Alitalia and the trade unions
      representing the majority of each category of Alitalia?s
      employees, regarding the implementation of the Industrial
      Plan, the rules of employment, the plan related to the
      social shock absorbers and the contemplated transaction;

    * formal agreement in a manner satisfactory for
      Air France-KLM between Alitalia and the trade unions of
      Alitalia Servizi representing the majority of each
      category of Alitalia Servizi?s employees on the necessary
      restructuring measures and the related shock absorbers
      plan;

    * Italy's Ministry of Economy and Finance to grant Alitalia
      a credit line, or the necessary guarantees to obtain a
      credit line in favor of Alitalia of EUR300 million to be
      repaid immediately after the capital increase;

    * formal agreement between Alitalia and Aeroporti di Roma on
      the Rome Fiumicino Airport and on the service levels
      required for the implementation of the Industrial Plan
      2008-2010;

    * with respect to the claim brought on by SEA against
      Alitalia to the tribunal of Busto Arsizio, either:

      -- the official withdrawal from the claim;

      -- its settlement in a manner satisfactory to Air France;

      -- the granting by the MEF to Alitalia of appropriate
         indemnification commitments, in case necessary by
         enacting an appropriate law decree, or any other
         applicable solution satisfactory to Air France-KLM to
         definitely remove the risk attached to the claim;

    * formal agreement between Alitalia, Fintecna and Alitalia
      Servizi, for what concerns the interest of each party,
      among other things, to re-internalize in Alitalia certain
      activities and to renegotiate certain clauses of the
      service agreements;

    * formal written confirmation from the MEF that the general
      interests are properly safeguarded in the context of the
      contemplated transaction and it shall, subject to
      certain conditions, tender its Alitalia shares and
      Alitalia convertible bonds in the tender offers;

    * formal written undertaking from the competent Italian
      governmental authority to maintain the current portfolio
      of the current Alitalia?s air traffic rights, continue to
      address in a fair, transparent and non discriminatory
      manner any future requests form Alitalia for new air
      traffic rights, and provide cooperation and assistance in
      the case of any major difficulties with extra-European
      Community countries.

                          About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

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

Italian Transport Minister Alessandro Bianchi has warned that
Alitalia may file for bankruptcy if the current attempt to sell
the government's 49.9% stake fails.


ASOCIACION MUTUAL: Trustee Filing Individual Reports on April 14
----------------------------------------------------------------
Armando Hugo C. Innocente y Domingo Luciano Ovejero, the court-
appointed trustee for Asociacion Mutual del Circulo de
Suboficiales y Agentes de Policia del Chaco's bankruptcy
proceeding, will present the validated claims as individual
reports in the National Commercial Court of First Instance in
Resistencia, Chaco, on April 14, 2008.

Armando Hugo verified creditors' proofs of claim until
Feb. 26, 2008.  The trustee will also submit a general report
containing an audit of Asociacion Mutual's accounting and
banking records in court on May 27, 2008.

Armando Hugo also in charge of administering Asociacion Mutual's
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

           Armando Hugo C. Innocente y Domingo Luciano Ovejero
           Monteagudo 537, Resistencia
           Chaco, Argentina


COMVERSE TECHNOLOGY: Receives Wells Notice from SEC Staff
---------------------------------------------------------
Comverse Technology Inc. received on March 21, 2008, a "Wells
Notice" from the staff of the United States Securities and
Exchange Commission arising out of its investigation of the
company's past stock option grant practices and certain
unrelated accounting matters.

The company said in a regulatory filing with the Commission that
the matters were the subject of an investigation by a Special
Committee of the company's Board of Directors.  On Jan. 29,
2008, the Special Committee confirmed the existence of option
backdating and earnings manipulation.

The Wells Notice provides notification that the SEC staff
intends to recommend that the SEC bring a civil action against
the company alleging violations of certain provisions of U.S.
securities laws.  Remedies that the staff of the SEC may seek
could include, among other things, a civil penalty.  

The company intends to provide a written submission to the SEC
in response to the Wells Notice before the staff makes a formal
recommendation to the SEC on what action, if any, should be
brought by it.

                    About Comverse Technology

Based in Woodbury, New York, Comverse Technology Inc., --
http://www.cmvt.com/-- (Pink Sheets: CMVT.PK) through its    
Comverse Inc. subsidiary, provides software and systems enabling
network-based multimedia enhanced communication and billing
services.  The company's Total Communication portfolio includes
value-added messaging, personalized data and content-based
services, and real-time converged billing solutions.  Other
Comverse Technology subsidiaries include: Verint Systems
(VRNT.PK), which provides analytic software-based solutions for
communications interception, networked video security and
business
intelligence; and Ulticom (ULCM.PK), which provides service
enabling signaling software for wireline, wireless and Internet
communications.  In Latin America, Comverse has operations in
Argentina, Brazil, Mexico and Peru.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 13, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating and other ratings on New York, New York-
based Comverse Technology Inc. to 'B+' from 'BB-' and removed
them from CreditWatch.  S&P said the outlook is negative.


FARMACIA DE MEDRANO: Trustee to Verify Claims Until May 29
----------------------------------------------------------
Maria Alejandra Barbieri, the court-appointed trustee for
Farmacia de Medrano 533 S.C.S.'s reorganization proceeding, will
be verifying creditors' proofs of claim until May 29, 2008.

Ms. Barbieri will present the validated claims in court as
individual reports on July 16, 2008.  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 Farmacia de Medrano and its creditors.

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

A general report that contains an audit of Farmacia de Medrano's
accounting and banking records will be submitted in court on
Sept. 11, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on March 16, 2009.

The trustee can be reached at:

        Maria Alejandra Barbieri
        Avenida Cabildo 2040
        Buenos Aires, Argentina


FORNS CONSTRUCCIONES: Files for Reorganization in Court
-------------------------------------------------------
Forns Construcciones SRL has requested for reorganization
approval after failing to pay its liabilities.

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

The case is pending in the National Commercial Court of First
Instance No. 13 in Buenos Aires.  Clerk No. 25 assists the court
in this case.

The debtor can be reached at:

          Forns Construcciones SRL
          Avenida San Juan 3531
          Buenos Aires, Argentina


HOTELNET SRL: Trustee to Verify Proofs of Claim Until April 22
--------------------------------------------------------------
Ernesto Higueras, the court-appointed trustee for Hotelnet SRL's  
reorganization proceeding, will be verifying creditors' proofs  
of claim until April 22, 2008.

Mr. Higueras will present the validated claims in court as
individual reports.  The National Commercial Court of First  
Instance No. 3 in Buenos Aires, with the assistance of Clerk  
No. 5, 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 Hotelnet and its
creditors.

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

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

La Nacion didn't state the reports submission deadlines.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 5, 2009.

The debtor can be reached at:

        Hotelnet SRL
        Leandro N. Alem 668
        Buenos Aires, Argentina

The trustee can be reached at:

        Ernesto Higueras
        Sanchez de Loria 1944
        Buenos Aires, Argentina


LANCI IMPRESORES: Trustee to Verify Proofs of Claim Until May 13
----------------------------------------------------------------
Estudio Ramil, Macias, Bisignano y Cacace -- the court-appointed
trustee for Lanci Impresores S.R.L.'s reorganization proceeding
-- will be verifying creditors' proofs of claim until May 13,
2008.

Ms. Barbieri will present the validated claims in court as  
individual reports on June 25, 2008.  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 Estudio Ramil and its creditors.

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

A general report that contains an audit of Lanci Impresores'
accounting and banking records will be submitted in court on
Aug. 22, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 19, 2009.

The trustee can be reached at:

        Estudio Ramil, Macias, Bisignano y Cacace
        Lavalle 1619
        Buenos Aires, Argentina


MAGAL CUER: Files for Reorganization in Buenos Aires Court
----------------------------------------------------------
Magal Cuer SA has requested for reorganization approval after
failing to pay its liabilities since Nov. 5, 2007.

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

The case is pending in the National Commercial Court of First
Instance No. 21 in Buenos Aires.  Clerk No. 42 assists the court
in this case.

The debtor can be reached at:

          Magal Cuer SA
          Sanchez 2054
          Buenos Aires, Argentina


PONAGRI SA: Proofs of Claim Verification Deadline is May 22
-----------------------------------------------------------
Hector Rodolfo Arzu, the court-appointed trustee for Ponagri
SA's bankruptcy proceeding, will be verifying creditors' proofs
of claim until May 22, 2008.

Mr. Arzu will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 5 in Buenos Aires, with the assistance of Clerk
No. 10, 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 Ponagri and its creditors.

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

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

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

The debtor can be reached at:

           Ponagri SA
           Ricardo Balbin 2395
           Buenos Aires, Argentina

The trustee can be reached at:

           Hector Rodolfo Arzu
           Junin 55
           Buenos Aires, Argentina


TECSYSTEM SRL: Trustee to Verify Proofs of Claim Until April 24
---------------------------------------------------------------
Sergio Leonardo Novick, the court-appointed trustee for
Tecsystem S.R.L.'s reorganization proceeding, will be verifying
creditors' proofs of claim until April 24, 2008.

Mr. Novick will present the validated claims in court as
individual reports on June 6, 2008.  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 Tecsystem and its creditors.

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

A general report that contains an audit of Tecsystem's
accounting and banking records will be submitted in court on
July 22, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 10, 2009.

The trustee can be reached at:

        Sergio Leonardo Novick
        Libertad 359
        Buenos Aires, Argentina


YPF SA: S&P Holds BB+ Rating After Holder's Sale Announcement
-------------------------------------------------------------

Standard & Poor's Ratings Services has affirmed its 'BB+' local
currency corporate credit rating on YPF S.A. and removing it
from CreditWatch with negative implications where it was placed
Dec. 27, 2007.  The outlook is stable.
     
The local currency ratings were placed on CreditWatch Negative
following shareholder Repsol-YPF S.A.'s (Repsol; BBB/Stable/A-2)
announcement that it would sell a stake in the company,
potentially signaling a decrease in parent support and a less-
flexible dividend policy to repay acquisition debt at a holding
company level, in a context of strong capital expenditure needs.
     
In February 2008, Repsol sold a 14.9% stake in YPF to Argentina-
based Grupo Petersen for US$2.2 billion.  The Petersen Group
will have an option to purchase an additional 10.1% in the next
four years.  The agreement also contemplates that Repsol would
make a public offer for an additional 20% of YPF's share capital
in secondary markets, including the Buenos Aires stock exchange.  
As a result, Repsol might reduce its stake to about 55% in the
medium term.  Thus, YPF's significance to the Repsol group may
decline because of a reduced reserve base, declining production
levels, and less exposure to the Argentine market.
     
However, currently Repsol has a material controlling stake in
the company, and S&P believes there are still meaningful
economic incentives to support YPF if needed, mainly given YPF's
equity value and its cash generation capacity.  S&P therefore
still factors in its ratings a certain degree of potential
parent support from controlling shareholder Repsol, which
currently holds 84% of the company.  YPF may benefit from the
Petersen Group's knowledge of Argentina's business environment,
but it will also be subject to a less-flexible dividend policy,
now set as at least 90% of the previous year's net income.
     
Despite YPF's weak operating performance in its exploration and
production segment, S&P expects the company to be able to
maintain moderate leverage, strong cash-flow protection measures
for the rating category, and an adequate ability to carry out
sizable capital expenditures and to face high dividend
requirements.  S&P will continue closely monitoring YPF's
operating performance, in light of the persistent weak reserve
replacement and its expectations about potential support from
its parents.
      
"The ratings on YPF S.A. mainly reflect the challenges of
operating in the highly uncertain and rapidly changing
Argentine economic and regulatory environment, a geographically
concentrated reserve base, very weak reserve-replacement ratios,
and an aggressive dividend policy.  Those factors are partially
offset by YPF's moderate debt levels, the company's vertical
integration of its operating units, its dominant market position
in Argentina, and a certain degree of potential support from
Repsol," said S&P's credit analyst Luciano Gremone.
     
The stable outlook reflects S&P's expectations that YPF's
financial performance will remain very strong in the medium-
term, compensating ongoing concerns on operating performance and
reserve replacement, at the current rating level.  Rating upside
is unlikely at this point and would require a material
improvement in YPF's reserve replacement, and an improvement in
S&P's perception of the risk of doing business in Argentina.  On
the contrary, the ratings and outlook could come under pressure
if S&P perceives lower potential support from Repsol, if YPF
assumes a more aggressive financial policy, with a total
adjusted debt-to-EBITDA ratio above 1.5, and/or if the company's
reserve replacement significantly deteriorates in the next two
years.

Headquartered in Buenos Aires, Argentina, YPF S.A. --
http://www.ypf.com.ar/-- is an integrated oil and gas company  
engaged in the exploration, development and production of oil
and gas, natural gas and electricity-generation activities
(upstream), the refining, marketing, transportation and
distribution of oil and a range of petroleum products, petroleum
derivatives, petrochemicals and liquid petroleum gas
(downstream).  The company is a subsidiary of Repsol YPF, S.A.,
a Spanish company engaged in oil exploration and refining, which
holds 99.04% of its shares.  Its international operations are
conducted through its subsidiaries, YPF International S.A. and
YPF Holdings Inc.



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VALERO ENERGY: To Sell Aruba Refinery by 2008 Second Quarter
------------------------------------------------------------
Valero Energy Corporation would sell its Aruba refinery in the
second quarter of 2008, Business News Americas reports, citing
Chief Executive Officer Bill Klesse.

Mr. Klesse said in a statement that the company has already a
transaction and an unnamed buyer.

BNamericas relates that Valero would optimize its portfolio,
invest in the company's core refineries and the planned sale was
part of its strategy.

Mr. Klesse disclosed that the sale process has been delayed by
the fire affecting the refinery's vacuum tower in January, the
report adds.

The refinery has capacity of 275,000 barrels per day and
employed 775 workers.

Headquartered in San Antonio, Texas, Valero Energy Corporation
is North America's largest independent refining and marketing
company, currently owning 16 oil refineries with nameplate crude
oil distillation capacity of 2.6 barrels per day (bpd) and,
including intermediate feedstock, 3.1 million bpd.  VLO has one
of the largest deep conversion capacities in North America.  Its
current portfolio of refineries displays a somewhat above
average Nelson Complexity Index of 11.1 . Valero Energy
Corporation is evaluating strategic alternatives for one to
three refineries and each of the potential pro-forma scenarios
would increase its current Nelson index.  The pending major
capital spending programs would further increase Valero Energy
Corporation value adding capacity and complexity downstream from
crude oil distillation.  The company has operated an oil
refinery in Aruba.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service placed Valero Energy
Corporation's ratings on review for upgrade.  Moody's previously
confirmed Valero Energy Corporation's Ba1 rated subordinated
debentures and Ba2 rated mandatory convertible preferred stock.  
The ratings still hold to date, subject to the conclusion of
Moody's rating review for possible upgrade.  Moody's said the
outlook is still positive.



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B E R M U D A
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EXTRA POWER: Proofs of Claim Filing Deadline is April 11
--------------------------------------------------------
Extra Power Company Limited's creditors are given
until April 11, 2008, to prove their claims to Barry Hanson, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Extra Power's shareholders agreed on March 20, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      Barry Hanson  
      Zobec Management Limited
      P.O. Box HM 926 Hamilton
      HM DX, Bermuda


MONTPELIER RE: Unit Deploys OneShield System for Admin Support
--------------------------------------------------------------
Montpelier Re Holdings Ltd.'s subsidiary, Montpelier US
Insurance Company (aka. MUSIC) has deployed the OneShield Inc.'s
Dragon system to support the  administration of its commercial
insurance product.  Signing the agreement in late January 2008,
Montpelier US set a goal to have the system up and in production
within six weeks.

"We are every excited to have been able to meet such an
aggressive timetable for MUSIC.  The completion of this
deployment in six weeks is a true testament to the dedication
and hard work of the MUSIC and OneShield teams as well as the
capabilities of the Dragon Application." said Senior Vice
President of Sales and Client Services, Heather Peacock.  "A
total team effort between OneShield and MUSIC made it possible."

This marks the most rapid deployment to date of the Dragon
platform.  It involved both the configuration of the Dragon
system to meet Montpelier US' business needs and the setup of a
complete hosted solution by OneShield.  Montpelier US chose the
OneShield hosting solution to assure the rapid time to market
required by the company.  This was accomplished by a focused
implementation team and Montpelier US' ability to leverage the
out of the box commercial product definitions and workflows of
the Dragon system.

"Our company conducted a comprehensive search to find the right
software solution and the right partner for supporting our rapid
go to market strategy.  We decided on the OneShield Dragon
product due to its strong reputation, feature rich tools, and
out of the box capabilities.  Our teams worked seamlessly to
deliver a critical system within an aggressive timeline to
support the start of our new company," commented Montpelier US
Vice President and Controller, Patrick Porter.

OneShield Chief Executive Officer, Glenn Anschutz commented, "We
are extremely pleased to have delivered on a promise to support
MUSIC's newly formed operations with a solid policy
administration system and a fully hosted production environment.  
Our ability to support the configuration, build-out and ongoing
support of a hosted Dragon solution allowed their executive team
to focus on building their new business."

                        About OneShield

OneShield -- http://www.oneshield.com-- provides Web browser-
based solutions to automate the sales and service of insurance
and bond products for insurance carriers, major brokers, and
managing general agents.  Its flagship product, OneShield
Dragon(R), is a tools-based, data-driven insurance underwriting,
policy administration, rating and workflow engine.

                     About Montpelier U.S.

Based in Scottsdale, Arizona, Montpelier U.S. Insurance Company
-- http://www.montpelierus.com-- is an admitted insurer in the  
State of Oklahoma and is authorized to write Excess and Surplus
Lines insurance in 37 States.  The company is an affiliate of
Montpelier Re Holdings Ltd.

                About Montpelier Re Holdings Ltd.

Headquartered in Bermuda, Montpelier Re Holdings Ltd. --
www.montpelierre.bm -- through its operating subsidiary
Montpelier Reinsurance Ltd., provides customized, innovative,
and timely reinsurance and insurance solutions to the global
market.  The company has operations in the United States and
Europe.

                            *     *     *

To date, Montpelier Re Holdings holds A.M. Best's "bb+"
subordinated debt rating and "bb" preferred stock rating.


SEA CONTAINERS: Wants Court to Reject US$2BB in Duplicate Claims
----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to disallow and
expunge 13 claims, pursuant to Sections 105 and 502(b) of the
U.S. Bankruptcy Code and Rule 3007-1 of the Local Rules of
Bankruptcy Practice.

                          Amended Claim

Upon review of their books, the Debtors found that Claim No.
118, which was asserted by Neoglobo E Represantacoes LDA for
US$448, has been amended and superseded by subsequently-filed
Claim No. 146.  The Debtors note that Claim No. 146, which was
asserted by Neoglobo for US$1,020, remain the claimant's sole
claim against the Debtors' bankruptcy estates.

                        Duplicate Claims

The Debtors also ask the Court to expunge 10 noteholder claims
because they are duplicative of the claims filed by indenture
trustee, HSBC Bank USA, National Association, pursuant to
certain indentures.  Under the Indentures and Rule 3003(c)(5) of
the Federal Rules of Bankruptcy Procedure, HSBC is authorized to
file proofs of claim on behalf of all holders of senior notes
issued by Sea Containers Ltd.

The Duplicate Noteholders Claims are:

                        Duplicate     Surviving        Surviving
Claimant               Claim No.     Claim No.     Claim Amount
--------               ---------     ---------     ------------
Felicia Herscovici         10            58      US$151,715,468
Revocable Trust

Fountain Capital          133            59         121,181,250
Management LLC

Gardner, Jacob              4            59         121,181,250

Halan, Mark                51            60         107,506,250

Jones Ten/Com, Louis        7            59         121,181,250
M & Mary Elizabeth

Rehner, Leonard            23            59         121,181,250

Reynolds, David F.         17            58         151,715,468

Reynolds, David F.         28            60         107,506,250

Reynolds, David F.         29            58         151,715,468

Weisbrich, Klaus          114            61       1,174,935,750

                  Improperly Registered Claims

The Debtors object to Claim No. 143, asserted by Rene K. Griffin
for $10,672, and Claim No. 144, asserted by Frank A. Stasko for
US$4,472, because the claims indicate that they were intended to
be filed against All American Semiconductor, Inc., a wholly
separate debtor entity, which has no relation whatsoever to the
Debtors.  The Debtors, hence, ask the Court to expunge the
claims from the claims register.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.


SECURITY CAPITAL: Will Cut Workforce by 60 to Reduce Costs
----------------------------------------------------------
Security Capital Assurance Ltd. said that it will reduce its
workforce by approximately 60 positions.  The reductions are
focused largely on the insurance business origination staff and
are intended to reduce long term operating costs and align
resources with current needs.

"Decisions such as this one are always difficult, but as we are
not writing new business at this time, today's action was
necessary," stated Security Capital's president and chief
executive officer, Paul Giordano.  "Our action today is
consistent with our recently described plans, and we intend to
treat our employees as fairly as we can under the circumstances.  
I am grateful for all the hard work and dedication of our
employees, and for their continued professionalism in this very
difficult environment."

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                         *      *       *

As reported in the Troubled Company Reporter-Latin America on
March 25, 2008, Standard & Poor's Ratings Services lowered its
rating on Security Capital Assurance Ltd.'s series A perpetual
noncumulative preference shares to 'C' from 'BB-'.  The shares
remain on CreditWatch with negative implications.


SECURITY CAPITAL: Fitch Drops BBB Long-Term Issuer Rating to B-
---------------------------------------------------------------
Fitch Ratings has downgraded these ratings on Security Capital
Assurance Ltd. and its financial guaranty insurance
subsidiaries:

XL Capital Assurance Inc.:
XL Capital Assurance (U.K.) Ltd.:
XL Financial Assurance Ltd.:

   -- Insurer financial strength to 'BB' from 'A'.

Security Capital Assurance Ltd.:

   -- Long-term Issuer to 'B-' from 'BBB';

   -- US$250 million fixed/floating series A perpetual non-
      cumulative preference shares to 'CCC' from 'BBB-'.

Twins Reefs Pass-Through Trust:

   -- US$200 million pass-through trust securities to 'B' from
      'BBB'.

Fitch has also removed the affected ratings from Rating Watch
Negative, where they were originally placed on Dec. 12, 2007.  
The rating outlook is negative.

The downgrade of Security Capital Assurance Ltd. and its
financial guaranty subsidiaries centers on Fitch's updated
assessment of the company's capital position, a review by Fitch
of the company's current capital enhancement plans, and an
update on Fitch's current views of U.S. subprime related risks.  
The downgrade also reflects what Fitch views as the material
erosion in Security Capital's franchise value and competitive
business position following downgrades to well below 'AAA' by
each of the three major rating agencies.

Fitch believes that Security Capital's current level of capital
and claims paying resources is no longer consistent with Fitch's
guidelines for an investment grade insurer financial strength
rating.  Fitch currently believes that expected losses on the
company's structured finance collateralized debt obligations (SF
CDO) backed by subprime residential mortgage backed securities
(RMBS) will ultimately fall within a range of about US$3 to US$4
billion.  This compares to the company's modeled claims paying
resources and committed external reinsurance coverage of US$4.2
billion as of Dec. 31, 2007.  Expected losses reflect Fitch's
current estimates of the range of projected losses over the life
of these transactions, stated on a present value basis.  From a
present value perspective, Fitch discounts the expected future
loss rates on SF CDOs by 5% over a two-year period for CDO-
squareds, five years for mezzanine SF CDOs and seven years for
high-grade SF CDOs.

Security Capital recently disclosed that it has unilaterally
terminated seven credit default swap contracts with Merrill
Lynch International under which XL Capital Assurance Inc. had
covered risk of losses on SF CDO transactions.  While Fitch is
not in a position to opine on the validity or merits of the
termination, Fitch notes that a ruling in Security Capital's
favor could have meaningful positive impact on the company's
capital position and credit ratings in the future. Projected
losses on the seven SF CDO transactions account for a material
percentage of the aggregate SF CDO expected losses estimated by
Fitch.

According to Security Capital Assurance Ltd., Merrill Lynch
International repudiated the contracts by committing to provide
third parties with the same CDO control rights that it had
previously promised to XL Capital Assurance Inc.  Merrill Lynch
disputes the terminations and has filed suit in a United States
District Court to seek legal enforcement of XL Capital's
obligations under the contracts.  Fitch believes it could be
several years before the dispute is settled.

Fitch notes that Security Capital has been aiming to restore the
its financial and capital position.  In the interim, with the
loss of its top credit ratings and its decision to defer raising
additional capital at the present time, the company has chosen
to forego underwriting new financial guaranty business for the
foreseeable future to preserve capital.  The suspension of new
underwriting is expected to help the company's capital position
as the company will benefit from the amortization of existing
insured obligations, some of which exhaust a material amount
of targeted capital.

Favorably, Fitch notes that the company's maintains solid
liquidity, as the company would not be expected to pay a
majority of its claims, particularly on SF CDOs, for many years
into the future.  In addition, Security Capital is not subject
to any notable collateral posting or termination provisions that
could effectively accelerate the draw on its existing capital
resources.

Going forward, Fitch believes that it will be very difficult to
stabilize the ratings of Security Capital Assurance Ltd. until
the company can both raise external capital and more effectively
limit the downside risk from its SF CDOs through reinsurance or
other risk mitigation initiatives.  Fitch does not anticipate
removing the Negative Rating Outlook over the near-to-
ntermediate-term until the risk of loss on the SF CDOs portfolio
can be more definitively quantified.

Security Capital's claims paying resources as of Dec. 31, 2007,
of US$4.2 billion includes the benefits from a US$500 million
reinsurance policy it maintains with a subsidiary of XL Capital
Ltd., the former majority owner of Security Capital Assurance
Ltd. that now owns 46% of the company.  Fitch believes its
current claims paying resources, including benefit of the
reinsurance contract, fall below the agency's targeted 'AAA',
'AA', 'A' and 'BBB' insurer financial strength rating ranges by
these amounts:

   -- 'AAA' capital shortfall of US$5.6 to US$5.9 billion;
   -- 'AA' capital shortfall of US$3.9 to US$4.5 billion;
   -- 'A' capital shortfall of US$1.3 to US$2.5 billion;
   -- 'BBB' capital shortfall, US$600 million to US$1.2 billion.

Fitch's analysis of expected losses includes an assumption that
underlying cumulative loss rates on residential mortgages
supporting outstanding subprime residential mortgage-backed
securities (RMBS) pools will average 21% in the 2006 vintage
year and 26% for the 2007 vintage year.  These assumed
cumulative loss rates are consistent with those currently used
by Fitch for its ratings of outstanding RMBS transactions.  In
order to address the necessary level of capital to support a
financial guarantor at the highest rating levels, expected
losses are further stressed to arrive at 'AA' and 'AAA' capital
thresholds.  This is done to capture the risk that losses could
grow higher than expected due to a more severe downturn in the
economy, sharper than expected declines in home prices, higher
than expected loan defaults, or other adverse developments
beyond expectations.

The majority of Security Capital's insured SF CDO transactions
were underwritten in the problematic 2006 and 2007 vintage
years, and US$3.6 billion of these exposures were underwritten
to non-senior tranches of the high-grade CDOs.  A majority of
these non-senior transactions have experienced noticeable credit
deterioration and Fitch expects they will ultimately suffer high
loss given defaults, and make up a disproportionate share of the
company's future expected SF CDO losses.  All of these non-
senior transactions are part of the aforementioned Merrill Lynch
contracts.

Fitch's assessment of the company's capital adequacy also
incorporates existing deterioration to the company's insured
RMBS portfolio, particularly transactions backed by prime
second-lien mortgages, which totaled approximately US$4.5
billion as of Dec. 31, 2007, and subprime RMBS transactions.  
Given current market conditions, many of these transactions have
come under considerable ratings pressure, which increases
capital requirements, and Security Capital Assurance Ltd. is
expected to pay claims on several transactions in the future.  
Stress related to permanent credit impairment from both SF CDOs
and RMBS portfolios were largely responsible for Security
Capital posting case basis loss reserves of US$699.4 million in
2007.

The downgrade of the holding company debt ratings reflects
greater uncertainties surrounding Security Capital Assurance
Ltd.'s future earnings and ability to pay dividends on its
US$250 million fixed/floating series A perpetual non-cumulative
preference shares.  As the company announced, it deferred the
dividend payment on this security in March 2008.

Fitch will comment on the impact of the downgrade of XL Capital
Assurance Inc.'s insurer financial strength rating on the
ratings of securities insured by XL Capital in a separate
release.

For Dec. 31, 2007, Security Capital reported consolidated GAAP
assets of US$3.6 billion and shareholders equity of
approximately US$427 million.  On an aggregated basis net par
outstanding totaled US$165 billion as of Dec. 31, 2007.

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.



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

ABITIBIBOWATER INC: Abitibi-Consolidated Has Substantial Doubt
--------------------------------------------------------------
AbitibiBowater Inc. disclosed in its 2007 annual report that its
wholly owned subsidiary, Abitibi-Consolidated Inc. "is currently
experiencing a liquidity shortfall and liquidity problems and
there is substantial doubt about Abitibi's ability to continue
as a going concern."

The company's independent auditor, PricewaterhouseCoopers LLP in
Montreal, Quebec, Canada, said, "In the United States, reporting
standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast
substantial doubt on the company's ability to continue as a
going concern."

PwC further said, "Our report to the shareholders dated
March 21, 2008, is expressed in accordance with Canadian
reporting standards which do not permit a reference to such
events and conditions in the auditor's report when these are
adequately disclosed in the financial statements."

                       Abitibi-Consolidated

Abitibi-Consolidated is currently experiencing a liquidity
shortfall and faces significant near-term liquidity challenges.  
For the year ended Dec. 31, 2007, Abitibi reported a net loss of
CDNUS$714 million, negative cash flows from operating activities
of CDNUS$468 million and reported an accumulated deficit of
CDNUS$1.591 billion as at Dec. 31, 2007.

At Dec. 31, 2007, Abitibi-Consolidated's balance sheet showed
CDNUS$6.572 billion in total assets, CDNUS$5.026 billion in
total liabilities, and CDNUS$1.546 billion in total
stockholders' equity.

Abitibi's balance sheet at Dec. 31, 2007, showed strained
liquidity with CDNUS$1.009 billion in total current assets
available to pay CDNUS$1.416 billion in total current
liabilities.

Abitibi has a total of US$346 million of long-term debt that
matures in 2008:

   -- US$196 million principal amount of its 6.95% Notes due
      April 1, 2008, and

   -- US$150 million principal amount of 5.25% Notes due
      June 20, 2008, issued by Abitibi-Consolidated Company of \
      Canada, a wholly owned subsidiary of Abitibi.  

Abitibi also has revolving credit facilities with commitments
totalling US$710 million maturing in the fourth quarter of 2008.  
None of these debts have yet been refinanced.  These
circumstances lend substantial doubt as to the ability of
Abitibi to meet its obligations as they come due and,
accordingly, substantial doubt as to the appropriateness of the
use of accounting principles applicable to a going concern.

To address these near-term liquidity challenges, Abitibi, and
its parent company, AbitibiBowater Inc., have developed a
refinancing plan to address upcoming debt maturities and general
liquidity needs designed to enable Abitibi to repay the US$346
million due in April and June 2008 and to repay all its
maturities due in 2009, while continuing to fund Abitibi's
operations, debt service and capital expenditures, so it can
continue as a going concern.

This refinancing plan is expected to consist of:

   -- a US$200 million to US$300 million of new senior unsecured
      exchange notes due 2010;

   -- up to US$450 million of a new 364-day senior secured term
      loan secured by substantially all of Abitibi's assets
      other than fixed assets;

   -- approximately US$400 million of new senior secured notes
      or a term loan due 2011 secured by fixed assets; and

   -- US$200 million to US$300 million of new convertible notes            
      of AbitibiBowater.

The current state of the credit markets is a significant
impediment to securing the necessary financing for Abitibi.

                    Amended 2007 Annual Report

AbitibiBowater Inc. filed on March 20, 2008, an amended annual
report on Form 10-K for the fiscal year ended Dec. 31, 2007,
that was originally filed on March 17, 2008.

for the purpose of making minor revisions to

   -- insert the name and electronic signature of the
      Independent Registered Accounting Firm, and

   -- make certain minor edits and conforming changes, including
      changes to its Feb. 29, 2008, cash balance disclosures.

In addition, AbitibiBowater is also including as exhibits to
this Amendment the certifications required pursuant to Sections
302 and 906 of the Sarbanes-Oxley Act of 2002.

                    AbitibiBowater Financials

For the year ended Dec. 31, 2007, AbitibiBowater posted a
US$490 million net loss on US$3.876 billion of sales as compared
with a US$138 million net loss on US$3.530 billion of sales for
the same period in 2006.

At Dec. 31, 2007, AbitibiBowater's balance sheet showed
US$10.319 billion in total assets, US$8.420 billion in total
liabilities, and US$1.899 in total stockholders' equity.

AbitibiBowater's balance sheet at Dec. 31, 2007, showed strained
liquidity with US$2.142 billion in total current assets
available to pay US$2.178 billion in total current liabilities.

Full-text copies are available for free at:

   -- 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2983

   -- 2007 amended 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2984

   -- audited financial statements of Abitibi-Consolidated Inc.
      http://ResearchArchives.com/t/s?2985

                       About AbitibiBowater

Headquartered in Montreal, Quebec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  The company
also produces lumber and market pulp.  The company was formed
from the merger of Abitibi and Bowater Inc, in October 2007.
AbitibiBowater owns or operates 27 paper and pulp facilities
(excluding the Snowflake, Arizona newsprint mill) and 31 wood
products facilities located in the United States, Canada, the
United Kingdom and South Korea.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27
pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and
South Korea.  The company also has newsprint sales offices in
Brazil and Singapore. The company's shares also trade at the
Toronto Stock Exchange under the stock symbol ABH.


ABITIBIBOWATER INC: Moody's Rates Unit's US$450 Mil. Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
new US$450 million secured term loan at Abitibi-Consolidate
Inc's subsidiary Abitibi-Consolidated Company of Canada.  At the
same time, Moody's affirmed Abitibi's corporate family rating of
Caa1, the probability-of-default rating of Caa3, the senior
unsecured ratings of Caa2 and the B1 rating assigned to the new
US$415 million secured notes due 2011.  In addition, Abitibi's
speculative grade liquidity rating was affirmed at SGL-4 and the
rating outlook remains negative.

The secured term loan will have a maturity of 364 days and will
be guaranteed by Abitibi and certain subsidiaries.  At closing,
the loan will be primarily secured by ACCC's eligible accounts
receivables and inventory.  Following the close, additional
assets, including the fixed assets of the Alabama River
Newsprint Company, will also be pledged to secure the term loan.  
Because of the benefits of its security package, the term loan
was assigned a rating three notches above the corporate family
rating.  Concurrent with the US$450 million secured term loan,
ACCC and AbitibiBowater are undertaking several other financing
transactions totaling approximately US$1.4 billion.  Completion
of the secured term loan is conditional upon receipt of at least
US$1.2 billion in aggregate proceeds from the refinancing plan.   
Proceeds from the refinancing plan will be used to repay
existing debt, pay transaction costs and provide liquidity.

The corporate family rating of Abitibi reflects the company's
high debt levels, its weakened liquidity profile and the
company's significant refinancing risk.  The rating incorporates
the company's weak credit protection measures due to the
declining demand for newsprint, the deteriorating markets for
their sawmill operations, rising input costs and the strong
Canadian dollar.  Abitibi's credit profile is supported by the
company's large scale and the expectation of improved cash flow
from recent industry newsprint capacity reductions supporting
the recently announced newsprint price increases.

The negative rating outlook reflects the potential for further
downward ratings adjustment due to the risk associated with the
refinancing plan and the resulting impact it would have on
liquidity should it fail to be completed in the amounts and
expected timeframe.

Assignments:

Issuer: Abitibi-Consolidated Company of Canada

  -- Senior Secured Bank Credit Facility, Assigned a range of 08
-
     LGD1 to B1

Moody's last rating action on Abitibi was on March 17, 2008,
when the corporate family ratings of AbitibiBowater Inc.'s
subsidiaries Abitibi and Bowater Incorporated were downgraded to
Caa1 from B2.   At the same time, Moody's downgraded the
probability-of-default rating of Abitibi to Caa3 from B2 and the
probability-of-default rating of Bowater to Caa1 from B2.  
Moody's assigned a B1 rating to the new US$415 million secured
notes due 2011 at Abitibi and downgraded the senior unsecured
ratings for bonds and debentures issued by Abitibi and Bowater
to Caa2 from B3.

Headquartered in Montreal, Quebec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  The company
also produces lumber and market pulp.  The company was formed
from the merger of Abitibi and Bowater Inc, in October 2007.
AbitibiBowater owns or operates 27 paper and pulp facilities
(excluding the Snowflake, Arizona newsprint mill) and 31 wood
products facilities located in the United States, Canada, the
United Kingdom and South Korea.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27
pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and
South Korea.  The company also has newsprint sales offices in
Brazil and Singapore. The company's shares also trade at the
Toronto Stock Exchange under the stock symbol ABH.


AFFILIATED COMPUTER: Communications Dev't. Buyout to Augment Biz
----------------------------------------------------------------
Affiliated Computer Services Inc. acquired Communications
Development Inc., provider of outsourced marketing, consulting,
and advertising services to the transportation industry.

"This acquisition strengthens our position as a leading provider
of responsive, reliable, and flexible recruiting, retention, and
marketing services and solutions to the transportation
industry," Tom Blodgett, group president of ACS Business Process
Solutions, said.  "In addition to building scale and opening
additional opportunities to provide incremental BPO services to
our existing clients, Communications Development will enhance
our ability to compete for new business from larger carriers."

Communication Development's operations will be consolidated with
those of ACS Expedited Solutions, providers of TripPak
SERVICES(TM), a trucking document delivery, processing,
scanning, and storage solution, and ACS MultiMedia Advertising.  
Together they will supply marketing, advertising, and retention
solutions tailored to the unique needs of the long-haul trucking
and transportation market.

"Bringing these two highly regarded, highly successful companies
together improves our ability to help our clients achieve their
long-term goals," Trish Groves, president and CEO of
Communications Development, said.  "Our clients will continue to
receive the responsive service they have come to expect, while
also gaining efficiencies, advanced technologies, and the
support of a reputable Fortune 500 company.  We are excited
about the possibilities."

              About Communications Development Inc.

Headquartered in Maumelle, Arkansas, Communications Development
Inc. is a full-service agency that manages all forms of media
placement, including newspaper, magazine, internet, and
satellite radio.  Founded in 1990, the company's portfolio of
services includes public relations, event planning, and creative
design.  Its many clients include IdleAire Technologies,
National Freight Industries, and extensive relationships with
Sirius Satellite Radio.  All of Communications Development's
employees will transition to ACS.

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services
Inc. (NYSE:ACS) -- http://www.acs-inc.com/-- provides business  
process outsourcing and information technology services to
commercial and government clients.  The company has two segments
based on the clients it serves: commercial and government.  The
company provides services to a variety of clients including
healthcare providers and payers, manufacturers, retailers,
wholesale distributors, utilities, entertainment companies,
higher education institutions, financial institutions, insurance
and transportation companies.  The company has global operations
in Brazil, China, Dominican Republic, India, Guatemala, Ireland,
Philippines, Poland, and Singapore.

                        *     *      *  

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Moody's Investors Service confirmed Affiliated
Computer Services' Ba2 corporate family rating with a stable
rating outlook.  This rating confirmation concludes a review for
possible downgrade initiated on March 20, 2007.  The ratings of
ACS remained under review for possible downgrade.


BANCO BMG: Secures BRL1 Billion Loan from UBS Pactual
-----------------------------------------------------
Banco BMG has secured a five-year, two-part loan from UBS
Pactual for BRL1 billion.

According to Banco BMG, the first part of the loan, which is
BRL600 million, will be given to the bank this week.

Banco BMG told Business News Americas that the date for the
second installment will still be determined.

Banco BMG wants to offer housing loans with payments deducted
directly from borrowers' paychecks, similar to payroll and
retirement loans, BNamericas states.

Banco BMG is the banking arm of Grupo BMG, which also has real
estate, food manufacturing and agro industry holdings.  The bank
is a niche player focused on loans to civil servants, with
repayments taken monthly from payrolls.  BMG operates mainly
through in-house representatives in state companies.  It also
offers leasing and asset management services.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 26, 2007, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating on Banco BMG S.A. to 'BB-'
from 'B+'.  The rating was removed from CreditWatch Positive
where it was placed June 11, 2007.  S&P said the outlook is
stable.

On March 10, 2008, Moody's Investors Rating gave Banco BMG's
US$250 million issue a Ba1 long-term foreign currency debt
rating with a stable outlook and the bank's US$1 billion note
program a Ba1 long-term foreign currency rating with a stable
outlook and a Not Prime short-term foreign currency rating.


BANCO DO BRASIL: Must Pay BRL400MM Back Wages, Labor Court Says
---------------------------------------------------------------
Published reports in Brazil say that the Brazilian federal labor
court Tribunal Superior do Trabalho has ordered Banco do Brasil
to pay some BRL400 million in back wages to 385 bank workers in
Amazonas.

Business News Americas relates that the case dates back to 1988,
when Banco do Brasil employees filed a complaint seeking for
bonuses identical to those given to central bank workers.

According to BNamericas, Banco do Brasil may file an appeal
against the ruling to the supreme court.

This year Banco do Brasil won a case in Rio de Janeiro where
about 12,000 workers sued the bank for BRL14 billion in
compensation, BNamericas notes.  

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

                           *     *     *

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


CA INC: Appoints Michael Christenson as President
-------------------------------------------------
CA, Inc. has named Michael J. Christenson as its president.  He
continues as the company's chief operating officer and reports
to CA Chief Executive Officer John Swainson.

"Since being named as chief operating officer nearly two years
ago, Mike has overhauled CA's sales operations and established a
more dynamic and efficient organization, focusing on
establishing strong partnerships with our current and new
customers to drive revenue growth," said Swainson. "In addition,
Mike has led CA's efforts to significantly improve its technical
support, services, strategic alliances and training
capabilities."

As president and chief operating officer, Christenson oversees
CA's direct and indirect sales, CA Services, technical support,
business development and strategic alliances.

Christenson joined CA in February 2005 as executive vice
president for Strategy and Business Development.  In that role,
he led CA's acquisition program and its integration team in the
successful acquisition and integration of 15 companies with a
total investment of US$1.8 billion.  These acquisitions, which
included such companies as Concord Communications, Niku, and
Wily Technology, significantly strengthened CA's solution
portfolio and made CA a stronger technology partner for its
customers.  He was named CA?s COO in April 2006.

Following a 23-year career as an investment banker, Christenson
retired from Citigroup Global Markets, Inc. in 2004.  
Christenson earned a Bachelor of Arts degree in chemistry from
Rutgers University and a Master of Business Administration
degree in finance from The New York University Graduate School
of Business.

                          About CA Inc.

Based in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 25, 2008, Standard & Poor's Ratings Services placed its
'BB' corporate credit and senior unsecured debt ratings on
Islandia, New York-based CA Inc. on CreditWatch with positive
implications.

As reported in the Troubled Company Reporter-Latin America on
Dec. 19, 2007, Fitch Ratings affirmed CA, Inc's Issuer Default
Rating at 'BB+'; Senior unsecured revolving credit facility at
'BB+'; and Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect approximately
US$2.8 billion of total debt, including the company's
US$1.0 billion revolving credit facility.


CENTRAIS ELETRICAS: Won't Allow Competition in Units
----------------------------------------------------
Centrais Eletricas Brasileiras S.A. aka Eletrobras won't let its
units compete against one another for contracts, Business News
Americas reports.

According to BNamericas, Brazilian Mines and Energy Minister
Edison Lobao made the decision.

BNamericas relates that this year's auction for the construction
and operation of a 3.3-gigawatt Jirau hydro plant on Brazil's
Madeira river will be the last time Eletrobras' subsidiaries
will compete against each other.

Eletrobras' Investor Relations Executive Astrogildo Quental said
in a Web cast that the subsidiaries are able to compete
separately for Jirau because they previously made deals to do
so.

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

                        *     *     *

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


DELPHI CORP: Court OKs US$46.2M Wheel Bearing Biz Sale to Kyklos
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corp. and its debtor-affiliates to sell their
global wheel bearings business to Kyklos Bearing International,
Inc., formerly known as Kyklos, Inc., for US$46.2 million plus
other consideration.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Kyklos, a wholly owned subsidiary of Hephaestus Holdings, Inc.,
was declared the successful bidder during the Court-approved
auction of the Bearings Business.

In January 2008, Delphi Automotive Systems LLC and Delphi
Technologies, Inc., debtor-subsidiaries of Delphi Corp., planned
to sell their global bearings business to ND Acquisition Corp.,
or to another party submitting a higher and better offer for the
business.  ND Acquisition, a wholly owned subsidiary of private
equity investment firm Resilience Capital Partners LLC, agreed
to submit a stalking horse bid of US$44,200,000, subject to
adjustments, for the Bearings Business.

A full-text copy of the Sale and Purchase Agreement between the
Debtors and Kyklos, dated Feb. 19, 2008, is available for free
at: http://bankrupt.com/misc/Delphi_KyklosBearingsSalePact.pdf

Any and all objections to the Sale not waived, withdrawn or
resolved are overruled with prejudice.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
     
S&P revised its expected issue-level ratings because changes to
the structure of the proposed financings have affected relative
recovery prospects among the various term loans.  S&P's expected
ratings are:

-- The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

-- The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

-- The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%-30%) recovery in the event of
    payment default.

As reported in the Troubled Company Reporter-Latin America on
Jan. 16, 2008, Moody's Investors Service assigned ratings to
Delphi Corporation for the company's financing for emergence
from Chapter 11 bankruptcy protection as: Corporate Family
Rating of (P)B2; US$3.7 billion of first lien term loans,
(P)Ba3; and US$0.825 billion of 2nd lien term debt, (P)B3.  In
addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  The outlook is
stable.


FORD MOTOR: Sells Jaguar & Land Rover to Tata Motors for US$2.3B
----------------------------------------------------------------
Ford Motor Company has entered into a definitive agreement to
sell its Jaguar and Land Rover operations to Tata Motors for
US$2.3 billion.

The transaction is the culmination of Ford's decision last
August to explore strategic options for the Jaguar and Land
Rover businesses, as the company accelerates its focus on its
core Ford brand and "One Ford" global transformation.

The sale is expected to close by the end of the next quarter and
is subject to customary closing conditions, including receipt of
applicable regulatory approvals.

The total amount to be paid in cash by Tata Motors for Jaguar
and Land Rover upon closing will be approximately US$2.3
billion.   At closing, Ford will then contribute up to US$600
million to the Jaguar and Land Rover pension plans.

Bloomberg News reports that Ford is selling its luxury brands to
Tata for half the price.  Bloomberg says Ford acquired Jaguar
and Land Rover in separate transactions for more than US$2
billion each.

"Jaguar and Land Rover are terrific brands," Alan Mulally,
president and CEO, Ford Motor Company, said.  "We are confident
that they are leaving our fold with the products, plan and team
to continue to thrive under Tata's stewardship.  Now, it is time
for Ford to concentrate on integrating the Ford brand globally,
as we implement our plan to create a strong Ford Motor Company
that delivers profitable growth for all."

"This is a good agreement.  It provides the Jaguar Land Rover
management team and employees with the assurances needed to
maintain their focus on delivering the best results for the
business," Lewis Booth, executive vice president, Ford Motor
Company, who has responsibility for Ford Europe, Volvo, Jaguar  
Land Rover, said.  "I am confident that, under its new owner,
Jaguar Land Rover will continue to build upon the significant
improvements and product successes it has achieved in recent
years."

As part of the transaction, Ford will continue to supply Jaguar
and Land Rover for differing periods with powertrains, stampings
and other vehicle components, in addition to a variety of
technologies, such as environmental and platform technologies.  
Ford also has committed to provide engineering support,
including research and development, plus information technology,
accounting and other services.

In addition, Ford Motor Credit Company will provide financing
for Jaguar and Land Rover dealers and customers during a
transitional period, which can vary by market, of up to 12
months.

The parties believe these arrangements will support Jaguar and
Land Rover's current product plans, while providing Jaguar and
Land Rover freedom to develop its own stand-alone capabilities
in the future that will best serve its premium manufacturer
requirements.

The parties do not anticipate any significant changes to Jaguar
and Land Rover employees' terms of employment on completion.

"We are very pleased at the prospect of Jaguar and Land Rover
being a significant part of our automotive business," Mr. Ratan
N. Tata, Chairman of Tata Sons and Tata Motors, commented.  "We
have enormous respect for the two brands and will endeavor to
preserve and build on their heritage and competitiveness,
keeping their identities intact.  We aim to support their
growth, while holding true to our principles of allowing the
management and employees to bring their experience and expertise
to bear on the growth of the business."

Jaguar and Land Rover's employees, trade unions and the UK
Government have been kept informed of developments as the sale
process progressed and have indicated their support for the
agreement.

"Jaguar Land Rover's management team is very pleased that Ford
and Tata Motors have come to an agreement," speaking on behalf
of Jaguar and Land Rover, Geoff Polites, chief executive
officer, said.  "Our team has been consulted extensively on the
deal content and feels confident that it provides for the
business needs of both our brands going forward.

"We have also had the opportunity to meet senior executives from
Tata Motors and the Tata group," Mr. Polites continued.  "They
have expressed confidence in the team that has delivered
significant improvements in Jaguar Land Rover's business
performance.  We feel confident that we can forge a strong
working relationship with our new parent company, and we look
forward to a bright and successful future for Jaguar Land
Rover."

                        About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the company. The Company's operating segments consists of
Automotive and Others. In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.  Tata Motors has operations in Russia and
the United Kingdom.

                        About Ford Motor

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

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings
of Ford Motor Company and Ford Motor Credit Company at 'B', and
maintained the Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but
changed the rating outlook to Stable from Negative and raised
the company's Speculative Grade Liquidity rating to SGL-1 from
SGL-3.  Moody's also affirmed Ford Motor Credit Company's B1
senior unsecured rating, and changed the outlook to Stable from
Negative.  These rating actions follow Ford's announcement of
the details of the newly ratified four-year labor agreement with
the United Auto Workers.


INTERMEC INC: Narrow Business Profile Prompts S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Everett, Washington-based Intermec Inc. to positive from stable,
reflecting recently improved revenue and profitability and a
substantial reduction in leverage.  The corporate credit rating
was affirmed at 'BB-'.
     
"The rating on Intermec reflects a relatively narrow business
profile, competitive market conditions, evolving technology
standards, and a short track record at current profitability
levels," said Standard & Poor's credit analyst Clay Ching.  
"These factors are offset partially by an improving financial
profile, a diversified customer base, and a good market
position, supported by a strong patent portfolio."
     
Intermec Inc. -- http://www.intermec.com/-- develops,
manufactures and integrates technologies that identify, track
and manage supply chain assets.  Core technologies include RFID,
mobile computing and data collection systems, bar code printers
and label media.

The company has locations in Australia, Bolivia, Brazil, China,
France, Hong Kong, Singapore and the United Kingdom.


TAM SA: Sets Record For Transporting 100,500 Passengers in a Day
----------------------------------------------------------------
TAM Linhas Aereas reached a record of 100,500 passengers
transported on their domestic and international flights,
including regular scheduled flights and charters, in a single
day on March 24, following the Easter holiday, according to
preliminary company data.  The aircraft total load factor was
81.2% for the day.

"We are happy to have reached this point, which strengthens our
market leadership and stimulates us still further in our
constant striving for excellent service for our customers -- a
public commitment we have undertaken," said TAM president,
Captain David Barioni Neto.

The previous single day record was recorded by the company on
Dec. 22, 2007, when 93,757 passengers were transported on the
company's domestic and international flights.  The average
occupancy for TAM flights on that date was 84.2%.

TAM is retaining its leadership position in the domestic market
with respect to the segment of international flights operated by
Brazilian airlines.  Cumulatively for the first two months of
this year, TAM's market share for domestic flights stood at
49.4%, while the company's international flights reached a
market share of 67.1% during the same period.

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

                           *     *     *

On July 23, 2007, Fitch Ratings affirmed the 'BB' foreign
currency and local currency Issuer Default Ratings of TAM

S.A. Fitch has also affirmed the 'BB' rating of its US$300
million of senior unsecured notes due 2017 as well as the
company's 'A+(bra)' national scale rating and for its first
debentures issuance (BRL500 million).  Fitch said the rating
outlook is stable.


TAM SA: Podhurst Orseck Files Lawsuits for July 2007 Disaster
-------------------------------------------------------------
Podhurst Orseck's internationally recognized aviation attorneys,
Steven C. Marks and Ricardo M. Martinez-Cid have filed a series
of lawsuits on behalf of families of passengers killed in
Brazil's worst airline disaster.  On July 17, 2007, 199 people
perished when TAM Airlines Flight 3054 slid off the runway at
Congonhas Airport and slammed into an air cargo building in Sao
Paulo.  The Podhurst attorneys filed 59 wrongful death
complaints related to the catastrophe in the United States
District Court for the Southern District of
Florida.

In addition to TAM, which is charged with its own negligence and
that of its pilots and maintenance personnel, the defendants in
the lawsuits are Pegasus Aviation IV, Inc.; Airbus S.A.S.;
Airbus Industrie G.I.E.; Airbus Customer Services, Inc.;
Goodrich Corporation; and International Aero Engines AG.

"Responsibility not only lies with the companies that
manufactured and handled maintenance for the aircraft," said
Atty. Marks, "We believe Airbus provided inadequate customer
support, simulator services, and training materials for the
pilots and flight crew that replicates the performance of the
aircraft in all normal and abnormal conditions."

Atty. Marks said it's clear the flight crew knew there were
problems with the aircraft before the disaster because the
plane's right thrust reverser had been deactivated before the
flight.

"The thrust reverser is used to slow the jet down upon landing.  
Without an operational right thrust reverser, it didn't have
enough room to stop on the runway, ending in a horrific crash
when the plane skidded off the runway's edge," Atty. Marks
added.

Podhurst Orseck filed the first lawsuit related to the crash on
behalf of the family of 35-year-old Ricardo Tazoe of Miami, an
employee with Banco Santander.  In all of the cases, the
plaintiffs are seeking a jury trial to recover financial damages
for pain and suffering; lost value of life; funeral expenses;
and all other damages they may be entitled to under the law.

Atty. Marks and Atty. Martinez-Cid have extensive experience
handling Brazilian aviation matters.  They currently represent
the families of numerous passengers who were killed when Gol
Transportes Aeros Flight #1907 collided with an Embraer Legacy
600 business jet over the Amazon Rainforest in September 2006.

They have represented victims in countless significant major
commercial airline crashes, including those killed in the crash
of Comair Flight 5191 at the Blue Grass Airport in Lexington,
Kentucky in August 2006.  Atty. Marks has acted as co-lead trial
counsel for the California State Court plaintiffs after a Silk
Air crash between Jakarta and Singapore in 1997, successfully
obtaining one of the most significant and largest verdicts in a
mass disaster aviation case, and acting as lead liaison counsel
for the state court and federal multi- district litigation
plaintiffs' steering committees over the ValuJet Flight 592
crash in Miami-Dade County in 1996.

                      About Podhurst Orseck

Based in Miami, Podhurst Orseck, P.A. -- http://www.podhurst.com
-- is a law firm which concentrates exclusively in trial and
appellate litigation.  The firm's general tort practice places a
major emphasis on aviation, automobile, products liability and
medical malpractice litigation. In addition, the firm has a
substantial practice in commercial, matrimonial and criminal
litigation, as well as complex commercial tort litigation.
Attorneys serve clients and corporations throughout the United
States, and in many foreign countries.  

                          About TAM SA

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

                          *     *     *

On July 23, 2007, Fitch Ratings affirmed the 'BB' foreign
currency and local currency Issuer Default Ratings of TAM S.A.
Fitch has also affirmed the 'BB' rating of its US$300 million of
senior unsecured notes due 2017 as well as the company's
'A+(bra)' national scale rating and for its first debentures
issuance (BRL500 million).  Fitch said the rating outlook is
stable.


TELE NORTE: Schedules General Shareholders' Meeting on April 4
--------------------------------------------------------------
Tele Norte Leste Participacoes S.A.'s board of directors has
informed the company?s shareholders for a General Shareholders?
Meeting to be held on April 4, 2008, at 5:30 pm, at the
company?s headquarters located in the city of Rio de Janeiro,
RJ, at Rua Humberto de Campos, 425, 8th floor, Leblon.

The board will discuss the following:

    (i) Analysis, discussion and approval of the company?s
        Financial Statements, Management Report and Report of
        Independent Auditors of the company for the fiscal year
        ending Dec. 31, 2007;

   (ii) Approval of management?s proposal for the allocation of
        net income and the distribution of dividends, taking
        into account the interest on capital declared during the
        fiscal year ending Dec. 31, 2007, the payment of profit
        sharing to the employees in accordance with article 41
        of the company?s By-Laws and the capital expenditures
        budget;

  (iii) Election of the members of the company?s Board of
        Directors in complementation of term in accordance with
        article 150 of Law No. 6,404 (Brazilian corporate law);

   (iv) Election of the members of the company?s Fiscal
        Committee and their respective alternates; and

    (v) Establishment of fiscal year 2008 compensation for the
        company?s management and members of the company?s Fiscal
        Committee.

In addition, the extraordinary shareholders? meeting will
include analysis, discussion and approval of the management?s
proposal for the maximum limits to be declared as Interest on
Capital for the fiscal year 2008, of up to BRL$700 million.

The company disclosed that the documentation related to the
agenda of the General Shareholders? Meeting is available at the
company?s headquarters.

All powers of attorney to vote at the General Shareholders?
Meeting (proxy voting) must be submitted to the Company?s legal
department (Diretoria Juridica) located in the City of Rio de
Janeiro, RJ, at Rua Humberto de Campos, 425, 6th floor, Leblon,
from 9:00 am to 12:00 pm and from 2:00 pm to 6:00 pm, until
March 31, 2008.

Shareholders of voting shares (ON?s) whose shares are registered
with a custodian agent who wish to vote their shares at the
General Shareholders? Meeting, must present a statement issued
as of March 31, 2008, by the custodial agent, indicating the
amount of shares of the company held by the shareholders as of
said date.

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

                        *     *     *

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


USINAS SIDERURGICAS: Issues 4th Qtr. 2007 Earnings Webcast Alert
----------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais S.A. a.k.a. USIMINAS
reported these Webcast:

    What:    Fourth Quarter 2007 Results Conference Call, which
             will be released on March 27, 2008, before the
             opening of Bovespa's trading session

    When:    Friday, March 28, 2008 at 9:00 AM EST in Portuguese
             and 11:00 AM EST in English

    Where:   http://prnewswire.isat.com.br/?palestra_id=240

    How:     Simply log on to the web at the address above.
    
          Contact: Usiminas Investor Relations,
                   Tel. Number: +55 (31) 3499-8856 or
                   web site: investidores@usiminas.com.br

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA -- http://www.usiminas.com.br-- is among the  
world's 20 largest steel manufacturing complexes, with a
production capacity of approximately 10 million tons of steel.  
Usiminas System companies produces galvanized and non-coated
flat steel products for the automotive, small and large diameter
pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries.  Brazil consumes 80%
of its products and the company's largest export markets are the
US and Latin America.  The company also sells in China and
Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de Minas
Gerais S.A. (aka Usiminas).  Net proceeds from the debentures
issuance will be used to partially fund the company's capex
program.  Moody's said the rating outlook is stable.



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

HEADSTRONG XXX: Proofs of Claim Filing Deadline is April 1
----------------------------------------------------------
Headstrong XXX's creditors have until April 1, 2008, to
prove their claims to Eleni Bourodimos, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Headstrong XXX's shareholders agreed on Oct. 31, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Eleni Bourodimos
               c/o P.O. Box 822, George Town
               Grand Cayman KY1-1103, Cayman Islands

Contact for inquiries:

               Woodward Terry & Company
               Suite #10 2nd Floor, Jack & Jill Building
               19 Fort Street, Grand Cayman
               Cayman Islands
               Telephone: 345-945-2800
               Fax: 345-945-2727


HEADSTRONG XXX: Sets Final Shareholders Meeting for April 1
-----------------------------------------------------------
Headstrong XXX will hold its final shareholders' meeting on
April 1, 2008, at 10:00 a.m., at the offices of the company at  
Suite #10, 2nd Floor, Jack & Jill Building, 19 Fort Street, P.O.
Box 822, George Town, Grand Cayman KY1-1103, Cayman Islands.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process;

             2) hearing of any explanation that may be given by
                the liquidator in respect of the winding up of        
                the company; and

             3) determining the manner in which the books,
                accounts and documentation of the company and of
                the liquidator should be maintained and
                subsequently disposed of.

Headstrong XXX's shareholders agreed on Oct. 31, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Eleni Bourodimos
               c/o P.O. Box 822, George Town
               Grand Cayman KY1-1103, Cayman Islands

Contact for inquiries:

               Woodward Terry & Company
               Suite #10 2nd Floor, Jack & Jill Building
               19 Fort Street, Grand Cayman
               Cayman Islands
               Telephone: 345-945-2800
               Fax: 345-945-2727


NBL FUNDING: Proofs of Claim Filing Deadline is April 3
-------------------------------------------------------
NBL Funding Corp.'s creditors have until April 3, 2008, to
prove their claims to Martin Couch and Jan Neveril, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

NBL Funding's shareholders agreed on Feb. 14, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               Martin Couch and Jan Neveril
               Maples Finance Limited
               P.O. Box 1093, George Tpwm
               Grand Cayman, Cayman Islands


NORMANDI LIMITED: Proofs of Claim Filing Deadline is April 3
------------------------------------------------------------
Normandi Limited's creditors have until April 3, 2008, to prove
their claims to Buchanan Limited, the company's liquidator, or
be excluded from receiving any distribution or payment.

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

Normandi's shareholders agreed on Feb. 21, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               Attn: Francine Jennings
               P.O. Box 1170
               Grand Cayman KY1-1102, Cayman Islands
               Telephone: (345) 949-0355
               Fax: (345) 949-0360


NORTH BROOK: Proofs of Claim Filing is Until April 3
----------------------------------------------------
North Brook Limited's creditors have until April 3, 2008, to
prove their claims to Buchanan Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

North Brook's shareholders agreed on Feb. 21, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               Attn: Francine Jennings
               P.O. Box 1170
               Grand Cayman KY1-1102, Cayman Islands
               Telephone: (345) 949-0355
               Fax: (345) 949-0360


PUERTO AZUL: Proofs of Claim Filing is Until April 3
----------------------------------------------------
Puerto Azul Limited's creditors have until April 3, 2008, to
prove their claims to Buchanan Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Puerto Azul's shareholders agreed on Feb. 21, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               Attn: Francine Jennings
               P.O. Box 1170
               Grand Cayman KY1-1102, Cayman Islands
               Telephone: (345) 949-0355
               Fax: (345) 949-0360


RAB PI: Proofs of Claim Filing Deadline is April 3
--------------------------------------------------
RAB PI Japan Fund Limited's creditors have until April 3, 2008,
to prove their claims to Giles Kerley and Joshua Grant, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

RAB PI's shareholders agreed on Jan. 14, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               Giles Kerley and Joshua Grant
               Maples Finance Limited
               P.O. Box 1093, George Town
               Grand Cayman, Cayman Islands


SPENCER HOUSE: Proofs of Claim Filing Deadline is April 3
---------------------------------------------------------
Spencer House Capital Management Mercury Forex Fund Limited's
creditors have until April 3, 2008, to prove their claims to Jan
Neveril and Richard Gordon, the company's liquidators, or be
excluded from receiving any distribution or payment.

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

Spencer House's shareholders agreed on Feb. 7, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Jan Neveril and Richard Gordon
               Maples Finance Limited
               P.O. Box 1093, George Town
               Grand Cayman, Cayman Islands


SPENCER HOUSE CAPITAL: Proofs of Claim Filing is Until April 3
--------------------------------------------------------------
Spencer House Capital Management Mercury Forex Master Fund
Limited's creditors have until April 3, 2008, to prove their
claims to Jan Neveril and Richard Gordon, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Spencer House's shareholders agreed on Feb. 7, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Jan Neveril and Richard Gordon
               Maples Finance Limited
               P.O. Box 1093, George Town
               Grand Cayman, Cayman Islands


VERTEX CAPITAL: Proofs of Claim Filing Deadline is April 3
----------------------------------------------------------
Vertex Capital Limited's creditors have until April 3, 2008, to
prove their claims to Chris Marett and Emile Small, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Vertex Capital's shareholders agreed on Feb. 21, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Chris Marett and Emile Small
               Maples Finance Limited
               P.O. Box 1093, George Town
               Grand Cayman, Cayman Islands




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

AES CORP: Names Andrew Vesey as EVP & President for LatAm Region
----------------------------------------------------------------
The AES Corporation has appointed Andrew Vesey as its Executive
Vice President and President, Latin America Region.

Mr. Vesey will lead AES's businesses in Latin America, which
include 47 generation plants and nine utilities serving more
than eight million customers across the region, including
Argentina, Brazil, Chile, Colombia, Dominican Republic, El
Salvador and Panama.  Through its subsidiaries, AES employs
approximately 9,300 people in the region.

"Mr. Vesey is a long-standing member of our Latin American
senior management team.  He is credited for implementing a
number of very successful programs that improved our operations
and contributed to our Latin America businesses' receipt of the
Edison Electric Institute's prestigious Edison Award last year,"
said Andres Gluski, AES's Chief Operating Officer.  "Under Mr.
Vesey's leadership, we expect to accelerate our growth in this
region, especially in Brazil, Chile and Panama, increase the
size of our renewable energy portfolio and begin developing
greenhouse gas emissions reduction projects."

Mr. Vesey has been with AES since 2004 and has over 29 years of
experience in the electric and gas utility industry.  He most
recently served as Chief Operating Officer for AES's Latin
America region.  Before that, Mr. Vesey was Vice President and
Group Manager for AES Latin America, DR-CAFTA Region, which
includes El Salvador, Dominican Republic and Panama.  Prior to
joining AES, Mr. Vesey was a Managing Director in the Utility
Finance and Regulatory Advisory Practice of FTI Consulting Inc.,
a Partner in the Energy, Chemicals and Utilities Practice of
Ernst & Young LLP and a senior executive of Entergy in the
United States and Australia.

                     About AES Corporation

AES Corporation -- http://www.aes.com/-- a global power
company, operates in South America, Europe, Africa, Asia and the
Caribbean countries.  Generating 44,000 megawatts of electricity
through 124 power facilities, the company delivers electricity
through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.  The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.

                           *     *     *

The AES Corporation still carries Moody's Investors Service's
Corporate Family Rating and the senior unsecured rating assigned
at B1.  The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements.  As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007.  There are no outstanding borrowings
under the senior unsecured facility.


AES CORP: Ned Hall to Lead Wind Generation Business
---------------------------------------------------
The AES Corporation has appointed Ned Hall as its Executive Vice
President and President, AES Wind Generation.

Mr. Hall will lead AES's wind generation business which
currently has more than 1,000 MW of wind generation in operation
and 5,000 MW of wind projects in various stages of development
around the world including Bulgaria, China, France, Greece,
Scotland, Turkey and the US.

"Renewable energy is one of the most dynamic areas of our
business and accounts for 20 percent of AES's global generation
capacity," said Paul Hanrahan, AES President and Chief Executive
Officer.  "Ned's leadership of our global wind generation
business since AES first entered the wind market in 2004 has
helped us become one of the fastest growing wind generators in
the US.  Ned has proven himself to be the right person to lead
this business as we continue to aggressively grow our wind
energy portfolio not only in the US, but around the world."

Mr. Hall has been with AES since 1988 and is a member of the
American Wind Energy Association (AWEA) Board of Directors. Most
recently he was Vice President and President, AES Renewable
Generation.  His previous positions with the company include
Managing Director, Business Development and Executive Vice
President, AES China Generating Company.

Mr. Hall has a Master of Science degree in finance and
operations management from the MIT Sloan School of Management
and a Bachelor of Science degree in mechanical engineering from
Tufts University, with a minor in engineering management.

                     About AES Corporation

AES Corporation -- http://www.aes.com/-- a global power
company, operates in South America, Europe, Africa, Asia and the
Caribbean countries.  Generating 44,000 megawatts of electricity
through 124 power facilities, the company delivers electricity
through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.  The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.

                           *     *     *

The AES Corporation still carries Moody's Investors Service's
Corporate Family Rating and the senior unsecured rating assigned
at B1.  The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements.  As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007.  There are no outstanding borrowings
under the senior unsecured facility.



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

ORTHOFIX INT'L: Lower Expected Cash Flow Cues Moody's Rating Cut
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Orthofix International N.V. and its subsidiary Orthofix
Holdings Inc. and the ratings on the company's senior secured
credit facility to B1 from Ba3.  These actions conclude the
ratings review for possible downgrade that was initiated on Feb.
14, 2008.

The downgrade to B1 primarily reflects materially lower
operating and free cash flow generation than Moody's had
anticipated at the time of the acquisition of Blackstone in
September 2006.  The downgrade also reflects Moody's concerns
regarding increased litigation risk and appetite for
acquisitions.  Further the B1 rating incorporates Moody's
concerns regarding the company's competitive position and its
ability to execute on its stated strategy of becoming a leader
in the spine market.

The negative outlook reflects Moody's concerns that strategic
initiatives and the on-going integration of Blackstone,
including potential changes to the distribution network, could
lead to operating disruptions in 2008. Further, Moody's believes
that Orthofix may face reduced cushion on its financial
covenants which could constrain use of the revolver, resulting
in a less favorable liquidity profile.  Stabilization of the
outlook could be considered if the company's liquidity profile
were to be sustainably improved, notably if Orthofix were to
favorably negotiate the sale of its orthopedic assets and use
the proceeds to repay debt.

The ratings are supported by the currently moderate financial
leverage and solid interest coverage of Orthofix.

Ratings downgraded:

   -- Corporate Family Rating, to B1 from Ba3

   -- Probability of Default Rating, to B2 from B1

   -- US$45 million senior secured revolver due 2012, to B1
      (LGD3, 31%) from Ba3 (LGD3, 34%)

   -- US$330 million senior secured term loan due 2013, to B1
      (LGD3, 31%) from Ba3 (LGD3, 34%)

The ratings outlook is negative.

The company reported revenues of US$490 million for the twelve
months ended Dec. 31, 2007.

Founded in Verona, Italy, Orthofix -- http://www.orthofix.com--  
is a provider of pre and post operative products to address bone
and joint health needs of patients.  The company offers surgical
and non-surgical products primarily for the spine, orthopedics
and sports medicine market sectors.   The company operates
primary manufacturing facilities in the United States and Italy,
as well as sales and marketing subsidiaries in France, Germany,
Switzerland, the United Kingdom, Belgium, Brazil, Costa Rica and
Mexico.


SIRVA INC: Committee Wants to Hire BDO Seidman as Accountant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sirva Inc. and
its debtor-affiliates asks the Court for authority to retain BDO
Seidman, LLP as its accountant and financial advisor, nunc pro
tunc to February 23, 2008.

According to the Committee, BDO has extensive familiarity with
the accounting practices in insolvency matters in the Bankruptcy
Courts in the Southern District of New York, as well as in other
jurisdictions.  The Committee will employ BDO to ensure that its
interests are adequately represented in an efficient and
effective manner.

BDO's professional services will include:

   (a) analysis of the Debtors' prepetition and postpetition
       financial operations, as necessary;

   (b) analysis of the Debtors' business plans, cash flow
       projections, selling and general administrative
       structure, among others, in order to advise the Committee
       on the reorganization process;

   (c) analysis of the financial ramifications of any proposed
       transactions by the Debtors;

   (d) claims analysis;

   (e) verification of material assets and liabilities and their
       values, as necessary;

   (f) assistance to the Committee in its review of the Debtors'
       monthly statements of operations;

   (g) assistance in the evaluation of the Debtors' cash flow
       and other projections;

   (h) scrutiny of postpetition cash disbursements on an on-
       going basis;

   (i) analysis of transactions with insiders, related
       companies, or the Debtors' financing institutions;

   (j) analysis of the Debtors' real property interests;

   (k) attendance of meetings and conferences with creditors;

   (l) preparation of reports; and

   (m) other necessary services.

BDO will work closely with Pachulski Stang Ziehl & Jones, the
Committee's proposed counsel, and Trenwith Securities LLC, the
Committee's proposed investment banker.

BDO will be paid on an hourly basis, and will be reimbursed of
actual, necessary expenses and other charges incurred.  BDO's
standard hourly rates are:

     Position                         Hourly Rate
     --------                         -----------
     Partners                       US$400 - US$850
     Directors and Senior Managers  US$300 - US$600
     Managers                       US$225 - US$375
     Seniors                        US$175 - US$275
     Staff                          US$125 - US$200

William K. Lenhart, a partner at BDO, assures the Court that his
firm does not hold any interest adverse to the Debtors, their
estates, their creditors, and the Committee.  BDO is a
"disinterested person" as that term is applied in Section
101(14) of the Bankruptcy Code.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)   


SIRVA INC: Committee et al. Object to Request for Class 5 Panel
---------------------------------------------------------------              
      
The Official Committee of Unsecured Creditors asks Judge James
M. Peck to deny Triple Net Investments IX, LP's proposal to
appoint an Official Committee of Class Five Unsecured Creditors,
and to stay all proceedings pending the appointment of the Class
5 Committee in the bankruptcy case of Sirva Inc. and its debtor-
affiliates.

As reported in the Troubled Company Reporter on March 10, 2008,
Triple Net Investments IX, LP, asked the U.S. Bankruptcy Court
for the Southern District of New York to (i) appoint an Official
Committee of Unsecured Creditors for Class 5 Claimants of Sirva
Inc. and its debtor-affiliates, and to (ii) stay all proceedings
pending the appointment of the Class 5 Committee.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.  According to Triple
Net, there is an inherent and irreconcilable conflict of
interest in having one law firm represent, as part of the
Official Committee of Unsecured Creditors, the interests of both
Class 4 and Class 5 claimants under Debtors' proposed plan of
reorganization.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, related that two Class 4 members in the
Committee have already been paid in full, or will be paid in
full upon confirmation of the Plan.

On the other hand, Class 5 claimants will receive nothing, Mr.
Nies explains.  The counsel representing Class 4's interests
cannot advocate for Class 5 claimants without jeopardizing Class
4's guaranteed recovery.

Mr. Nies submitted that committee members often have varying
interests in a bankruptcy case, and often disagree over the
committee's strategic objectives.  However, he argued that the
Class 4 claimants, who are unimpaired under the Plan, require no
Committee representation.  Accordingly, the Class 4 Claimants
should be dismissed from the Committee, or in the alternative,
the Court should direct the formation of a separate Class 5
committee, he says.

In addition, given the fast track process of the Debtors'
bankruptcy cases, Triple Net asked Judge Peck to shorten the
time for notice and a hearing on its request.

                      Committee, et al. Object

Ilan D. Scharf, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, states that there is no basis for
Triple Net to assume that the Committee will not vigorously
advocate the position of the Class 5 creditors.  Class 5 is
adequately represented, as three out of the five Committee
members are Class 5 claimants.

Moreover, Mr. Scharf adds that there is no basis in Triple Net's
suggestion that the Committee has taken positions that do not
further the interests of Class 5 creditors.  In fact, the
Committee entered into certain settlements because it believed
those were in the best interests of its constituents, including
Class 5 creditors.  He notes that the settlements provided
substantial benefits to Class 5 creditors.

Mr. Scharf says that the Committee and Triple Net disagree on
the proper balancing of the litigation risks against the
benefits of compromise.  However, the difference in opinion is
merely a difference in opinion, and the Committee stands by the
judgments it had made in the Debtors' Chapter 11 cases.

Mr. Scharf adds that the nature of the Debtors' cases militates
in favor of a single committee, since the Debtors' proposed Plan
presents issues that could place creditors at odds with one
another.  He adds that a single Committee is well-suited to
negotiate and settle inter-creditor constituency disputes, and
allow all creditors to pursue the common goal of maximizing
recoveries.

It is apparent that the standing of both Class 4 and Class 5
claimants are represented on the Committee, Mr. Scharf points
out.  He submits that Triple Net cannot carry its burden in
respect of its requested removal of the Class 4 creditors from
the Committee, or the establishment of an additional committee.

Beltmann Group, Inc., one of the Debtors' largest unsecured
creditors, states that Triple Net's request is not supported by
the facts or the law, and must be rejected by the Court.

Beltmann believes that the vast majority of unsecured creditors
are from Class 4, and not Class 5 as Triple Net suggests.  Thus,
to be truly representative, the Committee must include Class 4
claimants.

Additionally, Beltmann contends that it is owed millions of
dollars in unsecured debt, and faces very significant exposure
in the Debtors' Chapter 11 cases; it has an important economic
stake in the plan process.  It asserts that, contrary to Triple
Net's assertions, the plan process does not conclude for
Beltmann with Debtor promises of future payment.  Rather, it
concludes at the confirmation of the Plan.

Beltmann also objects to Triple Net's contention that the
Committee is not capable of acquitting its fiduciary duties.  
The Committee is comprised of creditors with disparate interests
and viewpoints, but has labored hard to take appropriately
balanced positions and reflect the concerns of all unsecured
creditors.

Similarly, the Debtors object to the appointment of a Class 5
Committee and a stay of the proceedings, stating that under
Section 1102(a)(2) of the Bankruptcy Code, Triple Net has failed
to meet the required standard to appoint an additional
committee.  
The Debtors cite In re Enron Corp., 279 B.R. 671, 685 (Bankr.
S.D.N.Y. 2002), noting that the appointment of an additional
official committee is an "extraordinary remedy."

According to Marc Kieselstein, Esq., at Kirkland & Ellis LLP in
Chicago, Illinois, Triple Net has failed to prove that the
interests of Class 5 creditors are not adequately represented by
the Committee.

            Triple Net Reacts to Committee's Objection

The Committee raises no new legal arguments and cites to no
novel legal authority, apart from what Diana G. Adams, the
United States Trustee for Region 2, has already submitted in her
objection, Triple Net counters.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, argues that the Committee fails to address two
conflict concerns:

    (i) the fiduciary duty conundrum of Committee Members
        representing adverse interests of two different classes
        of unsecured creditors under the Plan; and

   (ii) the Committee's counsel having to represent adverse
        interests in the same case, in violation of every known
        ethical consideration.

Mr. Nies maintains that Class 5 is in conflict with every class
that is currently to be paid under the Plan, including Class 4
and the Debtors' Prepetition Lenders.  He adds that Class 5
Committee Members also have a fiduciary duty to Class 4 Members,
resulting in that Class 5, including Triple Net, are denied
zealous, uncompromised representation from a Committee and
Committee's counsel.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SIRVA INC: IFL et al. Object to Adequacy of Disclosure Statement
----------------------------------------------------------------
IFL Industries, Inc., also known as Airquest Industries, Inc.,
and Wiliam D. Olson, object to the adequacy of the Disclosure
Statement to the Debtors' Prepackaged Joint Plan of
Reorganization.

IFL Industries and Mr. Olson have a US$15,000,000 unliquidated
non-dischargeable claim against the Debtors, in connection with
a
proceeding pending in the U.S. District Court for the Northern
District of Illinois, Eastern Division, styled IFL Industries,
Inc., also known as Airquest Industries, Inc., and Wiliam D.
Olson v. SIRVA, Inc., formerly known as Allied Worldwide, Allied
Van Lines, Inc., North American van Lines, Inc., Global Van
Lines, Inc., Unigroup, Inc., Mayflower Transit, LLC, and Atlas
Van Lines, Inc.

IFL Industries tells the Court that it will file a supplement to
its objection following the close of discovery, pursuant to the
supplemental deadline set by the Debtors on April 11, 2008.

As reported in the Troubled Company Reporter on March 17, 2008
several creditors filed objections to the Prepackaged Joint Plan
of Reorganization and accompanying Disclosure Statement of the
Debtors.

The creditors filing objections are:

     a. Triple Net Investments IX, LP,
     b. Maricopa County,
     c. Landerhaven II LLC,
     d. Robert Noia,
     e. VAR Resources,
     f. Visteon Corp.,
     g. Donald Beach, et al.,
     h. Owner Operator Independent Drivers Association,
     i. 360networks Committee,
     j. The Official Committee of Unsecured Creditors

As reported in the TCR on March 17, 2008 the Court  rescheduled
the combined hearing on the adequacy of the disclosure statement
and the confirmation of the Debtors' proposed Plan of
Reorganization to April 18, 2008, at 10:00 a.m. (ET).  The
hearing was initially scheduled for March 21.  Objections to the
Disclosure Statement, the prepetition solicitation, or the
confirmation of the Plan, were due March 11, 2008, at 5:00 p.m.
(ET).  Parties who have filed timely objections on or before the
Objection Deadline may supplement their objections no later than
April 11, 5:00 p.m. (ET).

                       Prepackaged Plan

Together with its bankruptcy petition, the Company delivered to
the New York Court a plan of reorganization and accompanying
disclosure statement.

The salient terms of the Plan are:

   * New Credit Facility.  SIRVA's proposed debtor-in-possession
     credit facility will convert into its new credit facility.
     Up to 25 percent of common stock in Reorganized SIRVA will
     be made available at the discretion of the agent for the
     DIP Facility as a fee to the DIP Facility Lenders upon
     conversion into the new credit facility.  Any portion of
     the new common stock not so used will be distributed on a
     pro rata basis to holders of Class 1 Claims.

   * Class 1 Prepetition Facility Claims.  A portion of the
     prepetition facility will be reinstated as Reorganized
     SIRVA's second lien credit facility.  Holders of Class 1
     Prepetition Facility Claims will receive a pro rata share
     of Reorganized SIRVA's Second Lien Credit Facility and
     receive a pro rata share of not less than 75% of new common
     stock in Reorganized SIRVA.

   * Trade Creditors.  SIRVA expects to continue normal
     operations during its Chapter 11 cases.  The Plan
     contemplates payment in full of claims held by trade
     creditors and customers in accordance with existing  
     business terms.  SIRVA have sought  Court authority to  
     continue making those payments in the ordinary course of
     business during the pendency of the Chapter 11 cases.

   * Existing Equity.  All existing equity in SIRVA, Inc. would
     be cancelled for no consideration.

A full-text copy of the SIRVA Plan of Reorganization is
available for free at:

         http://bankrupt.com/misc/SirvaChapter11Plan.pdf

A full-text copy of the Disclosure Statement explaining the
SIRVA Plan is available for free at:

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

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SIRVA INC: Triple Net Objects to Confirmation Discovery Schedule
----------------------------------------------------------------
Triple Net Investments IX, LP, opposes the request of Sirva Inc.
and its debtor-affiliates to schedule certain dates related to
the hearing for the confirmation of the Debtors' Proposed Plan
of Reorganization, and for a protective order for confirmation
discovery.

Triple Net holds a claim against Debtor North American Van
Lines, Inc., for US$2,021,546.

As reported by the Troubled Company Reporter on March 17, 2008
the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to (i) schedule certain dates related to
the hearing for the confirmation of the Debtors' Proposed Plan
of Reorganization, and (ii) enter a protective order for
confirmation discovery, since much of the information sought in
discovery related to the Debtors' confirmation efforts may
consist of confidential and sensitive information.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, tells Judge James M. Peck that the proposed
schedule allocates no time for motion practice, which the Court
is wary of allowing on an emergent basis absent a real
emergency.  The proposed schedule also has other problems:

   -- there are no deadlines by which written discovery is due
      or subpoenas are returnable to third parties, which
      requires at least 10 days' notice;

   -- expert reports are due before factual discovery is
      completed, thus depriving the expert of the information
      needed for analysis and to form expert opinions; and

   -- no provision is made for sufficient time to brief legal
      issues for confirmation, that first requires the
      completion of factual discovery.

Moreover, Mr. Nies contends, the Debtors propose to litigate
within three weeks the discovery needed to analyze and contest a
complicated bankruptcy involving 61 affiliated Debtors, which is
inadequate under any reasonable standard of due process.

Accordingly, the Court should deny the Debtors' request,
Mr. Nies asserts.

             Court Sets Plan-Related Discovery Schedule

Judge Peck rules that all parties who filed confirmation
objections pursuant to the previous March 11, 2008, deadline may
supplement their objection on or before April 11.

The Court also directs the Debtors to file a memorandum in
support of confirmation of their Plan on April 15, 2008.  The
hearing to consider confirmation of the Plan will be on
April 18, at 10:00 a.m.

Moreover, Judge Peck fixed the deadlines for fact and expert
discovery with respect to the Plan:

   March 24, 2008   First day for depositions
   March 25, 2008   Last day to serve written discovery
   March 25, 2008   Last day to serve third party subpoenas
   April  4, 2008   Last to complete document productions
   April  4, 2008   Expert reports are due
   April 10, 2008   Powerpoint-level rebuttal expert reports
   April 16, 2008   Close of all discovery

The Court also approved the terms of the Protective Order, a
copy of which is available for free at:

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

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


SIRVA INC: Panel Has Until April 11 to Object to DIP Financing
--------------------------------------------------------------
Sirva Inc., its debtor-affiliates, the Official Committee of
Unsecured Creditors, and their Prepetition Credit Facility
Agent have agreed to extend April 11, 2008, the Committee's
deadline to object to any final order approving the Debtors'
request to obtain postpetition secured financing.

The Committee may object to:

   (a) whether the Prepetition Credit Facility Obligations
       constitute the legal, valid and binding obligations of
       certain Debtors;

   (b) the perfection of the liens and security interests of the
       Prepetition Credit Facility Agent and Prepetition Credit
       Facility Lenders;

   (c) any release of defenses, pursuant to the Final DIP Order,
       that the Debtors may have, other than defenses to the
       validity and enforceability of the Prepetition Credit
       Facility Obligations; and

   (d) any stipulation in the Final DIP Order that the liens and
       security interests of the Prepetition Agent and the
       Prepetition Lenders are senior to prior perfected liens
       and security interests of third parties, as of the
       Petition Date.

Judge James M. Peck has approved the Stipulation.

As reported by the Troubled Company Reporter on March 5, 2008,
the U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, the debtor-in-possession credit
facility of the Debtors, allowing them to obtain up to
US$150,000,000 of postpetition financing, to provide for the
Debtors' working capital, and for other general corporate
purposes.

The Court authorized the Debtors to enter into the Credit and
Guarantee Agreement, dated as of February 6, 2008, with JPMorgan
Chase Bank, N.A., as administrative agent, and J.P. Morgan
Securities Inc., as arranger.

Without prejudice to the rights of any other party, the Debtors
stated that as of the Petition Date, they were indebted and
liable to prepetition lenders for US$511,000,000 in loans under
a US$600,000,000 Credit Agreement, dated as of December 1, 2003.  
Those loans include the 2008 Revolving Credit Loans, 2008 Swing
Line Loans, 2008 Reimbursement Obligations and the New Term
Loans.

The Debtors submitted that their obligations pursuant to the
Prepetition Credit Facility constitute legal, valid, and binding
obligations, and they release any defenses against the
Prepetition Lenders.

The liens and security interests granted to JPMCB, as
prepetition
credit facility agent, are valid, perfected, enforceable, and
first priority, subject to permitted exceptions under the
Prepetition Credit Facility.  Those liens are subordinate only
to
liens and security interests granted to secure the DIP
Financing,
as well as valid, perfected, and unavoidable liens under the
prepetition loan agreement, to the extent that those liens are
senior to JPMCB's liens on the prepetition collateral.

Except to the extent set forth in respect of a "carve-out," the
DIP Obligations will constitute allowed senior administrative
claims against the Debtors, with priority over all
administrative
expenses, adequate protection claims and other claims, whether
those expenses or claims may become secured.  The Superpriority
Claims will be payable from, and have recourse to, the
prepetition and postpetition property of the Debtors, excluding
the avoidance actions and their proceeds.

The Carve-Out is:

     (i) all fees required to be paid to the Clerk of the Court
         and to the Office of the U.S. Trustee, plus interest at
         the statutory rate;

    (ii) up to US$250,000 fees and expenses incurred by a
         trustee; and

   (iii) following a notice by the DIP Agent in the event of a
         default under the DIP Agreement, the payment of accrued
         and unpaid professional fees and expenses not exceeding
         US$5,000,000, incurred by the Debtors and any statutory
         committee appointed in the bankruptcy cases, and
         allowed by the Court.

As security for the DIP Obligations, certain security interests
and liens are granted to the DIP Agent, for its benefit and the
benefit of the DIP Lenders, subject only to the Carve-Out.

A copy of the Debtors' Final DIP Order is available for free at:

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

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)



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

BANCO DE RESERVAS: Will Stop Comites de Base Payroll
----------------------------------------------------
The Central Electoral Board Administrative Chamber has ordered
Banco de Reservas, along with the government treasurer and
controller general, to take all necessary steps to end the PLD
Party's Comites de Base payroll, DR1 Newsletter reports.

DR1 Newsletter relates that the Comites de Base payroll is a
payment of checks to the PLD Party Faithful.

According to DR1 Newsletter, an investigation by television
journalist Nuria Piera revealed the existence of the Comites de
Base payroll, which the PLD Party denied to the Central
Electoral Board.

DR1 Newsletter notes that these government dependencies that
were mentioned in the case will collaborate with Banco de
Reservas, government treasurer, and controller general in
putting a stop to the payroll:

          -- Ministry of Public Works,
          -- Ministry of Agriculture,
          -- Dominican Agrarian Institute,
          -- National Institute for Hydraulic Resources, and
          -- Santo Domingo Water Works.

Banco de Reservas de la Republica Dominicana --
http://www.banreservas.com.do/-- is an International
government-owned commercial bank located in Santo Domingo,
Dominican Republic.

As reported in the Troubled Company Reporter-Latin America on
Nov. 9, 2007, Fitch Ratings assigned B foreign and local
currency issuer default ratings to Banco de Reservas de la
Republica Dominicana.  Fitch said the rating outlook is
positive.


DELTA AIR: Expands Atlanta Flight in Dominican Rep's Santiago
-------------------------------------------------------------
Delta Air Lines Inc. is expanding in the Caribbean with a new
nonstop daily service from Atlanta?s Hartsfield-Jackson
International Airport to Santiago (north), starting in December,
Dominican Today reports.

According to the report, Santiago, part of Dominican Republic,
located in the central Cibao Valley, has cultural and educative
centers and industrial zones, which produces rum, leather and
textiles.

The report adds that the new Atlanta-Santiago flight would
complete the nonstop service Delta already offers between
Atlanta and Santo Domingo, Puerto Plata and Punta Cana.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.


                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 18, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.



=============
E C U A D O R
=============

PETROECUADOR: Chevron Expects to Win in Amazon Cleanup Case
-----------------------------------------------------------
Chevron Corp. told Dow Jones Newswires that it expects to win in
its lawsuit with Petroecuador on who should pay for any eventual
environmental cleanup in the Amazon.

Dow Jones relates that Texaco Petroleum Co., which merged with
Chevron in 2001, signed an exploration and drilling accord with
Ecuador in the 1960s and later created a partnership with  
Petroecuador.  Texaco Petroleum operated oil fields with
Petroecuador until 1991.  Texaco Petroleum left Ecuador in 1992.

Indigenous residents filed a lawsuit in May 2003 against
Chevron, claiming that oil drilling by Texaco Petroleum had
caused damage to their land, Dow Jones notes.

According to Dow Jones, Chevron and Ecuador are arguing on who
should pay the costs to repair environmental damage in the areas
where Texaco Petroleum had operated.

Chevron spokesperson Kent Robertson commented to Dow Jones,
"Chevron ultimately expects to defeat the unfounded claims at
issue in this litigation, whether in the courts of Ecuador or in
some other tribunal that will hold Ecuador to account for its
flagrant failure to live up to its legal commitments and its
disregard for the rule of law."

Dow Jones states that Chevron has been claiming that the court
case it is facing in Ecuador suffers from serious
irregularities, lack of seriousness, and impartiality.

"We have also been clear about belief that this litigation is
being both funded an advanced by U.S. contingency fee lawyers.  
The motives of these trial lawyers are apparent from the fact
that they have petitioned Petroecuador not to conduct cleanup
operations in the region because it would interfere with their
suit against Texaco," Chevron spokesperson Kent Robertson told
Dow Jones.

                         About Chevron Corp.

Chevron Corp. manages its investments in subsidiaries and
affiliates, and provides administrative, financial, management
and technology support to the United States and International
subsidiaries that engage in fully integrated petroleum
operations, chemicals operations, mining operations of coal and
other minerals, power generation and energy services.  
Exploration and production (upstream) operations consist of
exploring for, developing and producing crude oil and natural
gas, and also marketing natural gas.  Refining, marketing and
transportation (downstream) operations relate to refining crude
oil into finished petroleum products; marketing crude oil and
the many products derived from petroleum, and transporting crude
oil, natural gas and petroleum products by pipeline, marine
vessel, motor equipment and rail car.  Chemical operations
include the manufacture and marketing of commodity
petrochemicals, plastics for industrial uses, and fuel and
lubricant oil additives.

                         About Petroecuador

Headquartered in Quito, Ecuador, Petroecuador --
http://www.petroecuador.com.ec-- is an international oil
company owned by the Ecuador government.  It produces crude
petroleum and natural gas.

                           *     *     *

In previous years, Petroecuador, according to published reports,
was faced with cash-problems.  The state-oil firm has no funds
for maintenance, has no funds to repair pumps in diesel,
gasoline and natural gas refineries, and has no capacity to pay
suppliers and vendors.  The government refused to give the much-
needed cash alleging inefficiency and non-transparency in
Petroecuador's dealings.  In 2008, a new management team was
appointed to turn around the company's operations.


SMURFIT KAPPA: Rosemary Thorne Appointed as Board Director
----------------------------------------------------------
Smurfit Kappa Group plc disclosed the appointment of Ms.
Rosemary Thorne to the Board as an independent, non-executive
Director with effective March 20, 2008.

Mr. Sean Fitzpatrick, Chairman of the SKG Board, commented, ?We
are delighted to announce the appointment of Rosemary Thorne to
the Smurfit Kappa Group Board.  She provides us with a wealth of
financial and public company experience.?

Ms. Thorne has extensive experience as a Finance Director with a
range of leading UK listed public companies.  She was most
recently Finance Director for Ladbrokes plc, a leading bookmaker
in Ireland and the UK.  She was previously Group Finance
Director at Bradford and Bingley plc between 1999 and 2005 and
served as Group Finance Director for J Sainsbury plc between
1992 and 1999.

Ms Thorne has extensive experience as a non-executive Director
and currently serves as the Senior Independent Director with
Virgin Radio and as a Non-Executive Director with Abbey National
plc.  She was previously a Non-Executive Director with Cadbury
Schweppes plc and Royal Mail plc.  

Ms Thorne is Chairperson of the Audit Committee at Abbey
National plc and was previously Chairperson of the Audit
Committee at Royal Mail plc.

                  About Smurfit Kappa Group

Headquartered in Dublin, Ireland, Smurfit Kappa --
http://www.smurfitkappa.com/-- is a paper based packaging  
company with leading position in Europe and Latin America.  In
Latin America, the company operates in Argentina, Brazil, Chile,
Colombia, Costa Rica, Dominican Republic, Ecuador, Mexico and
Venezuela.

Smurfit Kappa operates in over 30 countries (22 in Europe) with
more than 40,000 employees.  It's products include
containerboard, solid board, corrugated and solid board
packaging, graphic board, sack paper and paper sacks.

                        *     *     *

As reported on March 27, 2007, Moody's Investors Service
assigned a Ba3 Corporate Family Rating to Smurfit Kappa plc, the
ultimate parent company of Smurfit Kappa Holdings plc and the
entity publishing consolidated group accounts, and
simultaneously withdrew the CFR for Smurfit Kappa Holdings plc.



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

AIR JAMAICA: Protesting Flight Attendants Return to Work
--------------------------------------------------------
Flight attendants at Air Jamaica have ended their protest,
Caribbean 360 reports.

As reported in the Troubled Company Reporter-Latin America on
March 27, 2008, flight attendants launched a strike against Air
Jamaica for failing to start new wage negotiations.  The flight
attendants complained that the last wage contract expired in May
2007 and since then talks for a new labor accord haven't "gotten
off the ground."  The workers claimed that Air Jamaica also
failed to improve poor working conditions.  The protest resulted
to the cancellation of flights to New York, Fort Lauderdale,
Miami, and Toronto.

Bustamante Industrial Trade Union head Kavan Gayle told The
Jamaica Observer that the flight attendants had already returned
to their work.

Caribbean 360 relates that Air Jamaica's management will meet
with union officials representing the workers to try to resolve
issues.

Mr. Gayle commented to Caribbean 360, "The issues vary from
operational issues that affect the flight attendants.  The
flight attendants are governed by certain rules and we have been
trying to sort out these rules with the company.  We have been
trying to have discussions with the company but have failed, so
the ministry has had to intervene to facilitate the negotiations
and it is against that background that the workers have gone
back to work."

Holding meetings is the right thing to do as Air Jamaica had
been delaying talks, The Observer notes, citing Mr. Gayle.

"Now the ministry is saying we can facilitate the discussion at
this level.  It is a step in the right direction," Mr. Gayle
told The Observer.

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

                           *    *     *

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

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


CABLE & WIRELESS: Ministry to Charge Firm for Using Public Roads
----------------------------------------------------------------
The Jamaican Transport and Works Ministry will charge private
utility firms including Cable & Wireless for using rights-of-way
on public thoroughfares, the Jamaica Information Service
reports.

"Among the private service providers currently using the rights-
of-way are Cable and Wireless, Digicel, Flow, and the Jamaica
Public Service," Transport and Works Minister Mike Henry told
the Jamaica Information Service.

The Jamaica Information Service relates that the planned charge
is awaiting the Cabinet's approval.  According to the proposal,
no private entity will be allowed to profit from the use of the
public rights-of-way without compensating the public for its
use.  The amount to be charged will depend mainly on the usage
of the rights-of-way.

Minister Henry told the Jamaica Information Service he learned
that the arrangements in place for utility and other service
providers using the rights-of way didn't include paying the
state for the access.

The report says that Minister Henry alleged the private firms
have been profiting much in using the public property.

Minister Henry commented to the Jamaica Information Service,
"The utility bills generally reflect charges for simply
accessing the various companies' networks along the rights-of-
way, but what has been happening is that while they charge
customers for accessing their networks along the right-of-way,
the utility companies themselves have not been paying for that
same access, and we are looking to change to what obtains in the
developed world."

The private utility firms have been informed, the report says,
citing Minister Henry.  

Revenue generated from these firms will go to the repair and
rehabilitation of the existing road network, Minister Henry told
the Jamaica Information Service.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

                        *     *     *

As of Feb. 12, 2008, Cable & Wireless Plc carried a Ba3 long-
term corporate family rating, a B1 senior unsecured debt rating
and a Ba3 probability of default rating from Moody's Investors
Service, which said the outlook is stable.

The company also carries a BB- long-term local and foreign
issuer credit ratings from Standard & Poor's Ratings Services,
which said the outlook is stable.  S&P rates its short-term
local and foreign issuer credit at B.


DIGICEL GROUP: Joins JPS Employees Cooperative Credit Union
-----------------------------------------------------------
JPS Employees Cooperative Credit Union has opened its membership
to Digicel's Jamaican unit employees, The Jamaica Gleaner
reports.

The Gleaner says that the JPS credit union is a saving
institution with US$1.6 billion of assets.  It is run by General
Manager Joydene Jarrett.  The union has a membership base of
5,200, comprising current and former employees of the Jamaica
Public Service Company, Rural Electrification Programme, Jamaica
Energy Partners, Jamaica Private Power Company, and relatives of
the companies' workers.  With the inclusion of Digicel, the JPS
Employees Cooperative has renamed itself Jamaica Power Sector &
Partners Cooperative Credit Union Limited or JPS & Partners.

JPS & Partners said, "The arrangement will be implemented on a
phased basis, beginning with employees at Digicel Jamaica's head
office and group headquarters in Kingston."

"The new arrangement will allow employees of Digicel and their
relatives to officially apply for membership with JPS &
Partners," JPS & Partners told The Gleaner.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings Service assigned 'CCC+/RR5' rating
on Digicel Group Ltd.'s proposed US$1.4 billion senior
subordinated notes due 2015.  

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                         *     *     *

In February 2007, Moody's Investors Service affirmed Caa2 senior
unsecured rating to Digicel Group Limited's US$1.4 billion
senior unsecured notes offering.


DIGICEL GROUP: Ministry to Charge Firm for Using Public Roads
-------------------------------------------------------------
The Jamaican Transport and Works Ministry will charge private
utility firms including Digicel for using rights-of-way on
public thoroughfares, the Jamaica Information Service reports.

"Among the private service providers currently using the rights-
of-way are Cable and Wireless, Digicel, Flow, and the Jamaica
Public Service," Transport and Works Minister Mike Henry told
the Jamaica Information Service.

The Jamaica Information Service relates that the planned charge
is awaiting the Cabinet's approval.  According to the proposal,
no private entity will be allowed to profit from the use of the
public rights-of-way without compensating the public for its
use.  The amount to be charged will depend mainly on the usage
of the rights-of-way.

Minister Henry told the Jamaica Information Service he learned
that the arrangements in place for utility and other service
providers using the rights-of way didn't include paying the
state for the access.

The report says that Minister Henry alleged the private firms
have been profiting much in using the public property.

Minister Henry commented to the Jamaica Information Service,
"The utility bills generally reflect charges for simply
accessing the various companies' networks along the rights-of-
way, but what has been happening is that while they charge
customers for accessing their networks along the right-of-way,
the utility companies themselves have not been paying for that
same access, and we are looking to change to what obtains in the
developed world."

The private utility firms have been informed, the report says,
citing Minister Henry.  

Revenue generated from these firms will go to the repair and
rehabilitation of the existing road network, Minister Henry told
the Jamaica Information Service.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings Service assigned 'CCC+/RR5' rating
on Digicel Group Ltd.'s proposed US$1.4 billion senior
subordinated notes due 2015.  

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                         *     *     *

In February 2007, Moody's Investors Service affirmed Caa2 senior
unsecured rating to Digicel Group Limited's US$1.4 billion
senior unsecured notes offering.



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

CLEAR CHANNEL: Buyers Sue Banks to Pursue US$19 Bil. Deal
---------------------------------------------------------
Bain Capital LLC and Thomas H. Lee Partners LP, which have
agreed to buy Clear Channel Communications Inc., sued a group of
banks that promised to finance the US$19 billion acquisition, to
compel them to honor the agreement, reports say.

The private-equity firms filed complaints in New York state
court in Manhattan and in Bexar County, Texas.  The firms
alleged the backers breached a contract entered in May to fund
the deal.  Clear Channel joined the suit in Texas.

According to Bloomberg News, the New York case wants a judge to
order the banks to provide the promised loans. In Texas, Clear
Channel asked for an order banning the banks from interfering
with the merger agreement and sought more than US$26 billion in
damages.

The main New York case on the Clear Channel buyout is BT Triple
Crown Merger Co. v. Citigroup, 08-600899, New York State Supreme
Court, County of New York (Manhattan).  The Texas case is Clear
Channel Communications Inc. and CC Media Holdings Inc. v.
Citigroup, 2008-CI-04864, Texas District Court, Bexar County,
Texas.

As reported by the Troubled Company Reporter-Latin America on
March 27, 2008, the privatization of Clear Channel appeared in
danger of collapsing after the backers reportedly failed to
reach agreement on the final financing of the transaction.  
Clear Channel had anticipated closing the merger agreement by
March 31, 2008.  The company's shareholders approved the
adoption of the merger agreement, as amended, in which Clear
Channel would be acquired by CC Media Holdings Inc., a
corporation formed by private-equity funds co-sponsored by Lee
Partners and Bain Capital.  The deal includes US$19.4 billion of
equity and US$7.7 billion of debt.

Talks between the private-equity firms and their banks
reportedly became mired over details of the credit agreement,
the people familiar with the matter said.  The banks that agreed
to finance the deal include Citigroup Inc., Morgan Stanley,
Deutsche Bank AG, Credit Suisse Group, Royal Bank of Scotland
PLC and Wachovia Corp.

The Wall Street Journal, citing a person familiar with the
talks, reported that the main dispute centers on the syndicate's
demand that the private-equity firms replace a long-term
financing package of at least six years in the original
agreement with a short-term, three-year bridge-financing
agreement; and a condition that the buyers not use a revolving
credit facility or Clear Channel's cash flow to pay down about
$3.8 billion in short-term debt securities.

                       About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with   
approximately US$40 billion in assets under management.  Its
family of funds includes private equity, venture capital, public
equity and leveraged debt assets.  Absolute Return Capital LLC
is the global macro affiliate of Bain Capital. Bain Capital
Private Equity has raised nine funds and invested in more than
200 companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.  
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of
Bain Capital LLC, is a private manager of high-yield debt
obligations.  In October 2006, Michaels Stores Inc. announced
the completion of its merger with affiliates of Bain Capital
Partners LLC and The Blackstone Group.  As a result, Bain
Capital Partners LLC and Blackstone own equal stakes in
Michaels, and funds affiliated with Highfields Capital
Management own a minority stake.

                     About Thomas Lee Partners

Boston, Massachussetts-based Thomas H. Lee Partners LP --
http://www.thlee.com/-- Thomas H. Lee Partners is the teddy  
bear at the gate.  Known as a "friendly" leveraged buyout (LBO)
firm, the company uses a mix of debt, funds from institutional
investors, and its own money to buy companies.  Unlike the
fearsome LBO outfits of the 1980s, Thomas H. Lee Partners
eschews the axe for the handshake; it builds up a stake and
courts management cooperation.  Lee then usually sells the
revamped acquisitions or takes them public.  Thomas H. Lee, who
founded Thomas H. Lee Partners in 1974, left his namesake firm
in 2006 to start a long-planned rival hedge fund and private
equity venture.

The company has teamed up with Bain Capital to buy media titan
Clear Channel for almost US$20 billion.  

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed
for sale and a leading national radio network operating in the
United States.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications, including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.  S&P originally placed them on CreditWatch on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value.


DENNY'S CORP: Dec. 26 Balance Sheet Upside-Down by US$178.9 Mil.
----------------------------------------------------------------
Denny's Corp.'s consolidated balance sheet at Dec. 26, 2007,
showed US$381.1 million in total assets and US$560.0 million in
total liabilities, resulting in a US$178.9 million total
shareholders' deficit.

At Dec. 26, 2007, the company's consolidated balance sheet also
showed strained liquidity with US$57.9 million in total current
assets available to pay US$131.5 million in total current
liabilities.

The company reported net income of US$34.7 million on total
operating revenue of US$939.4 million for the fiscal year ended
Dec. 26, 2007, compared with net income of US$30.3 million on
total operating revenue of US$994.0 million for the fiscal year
ended Dec. 27, 2006.

Company restaurant sales decreased US$59.8 million or 6.6%.
Decreased sales resulted primarily from a 42 equivalent-unit
decrease in company-owned restaurants, offset by the increase in
same-store sales for the current year.  The decrease in company-
owned restaurants primarily resulted from the sale of 130
company-owned restaurants to franchisees under the company's
Franchise Growth Initiative (FGI) during fiscal 2007.

Royalties increased by US$2.9 million, or 4.8%, and initial fees
increased US$5.3 million primarily resulting from the sale of
130 company-owned restaurants to franchisees.  Occupancy revenue
declined US$3.1 million, or 10.9%, primarily resulting from a
US$5.4 million decrease attributable to the sale of franchisee-
operated real estate properties during 2006 and 2007, offset by
a US$2.3 million increase in occupancy revenue primarily related
to the sale of company-owned restaurants to franchisees.

Operating income was US$83.5 million during 2007 compared with
US$110.5 million during 2006.  

Interest expense, net decreased to US$42.9 million from
US$57.7 million in fiscal 2006.  The decrease in interest
expense resulted primarily from the repayment of US$100.3
million and US$100.5 million of debt during the years ended
Dec. 26, 2007, and Dec. 27, 2006, respectively, as well as lower
interest rates resulting from the refinancing of the company's
credit facilities during 2006.

Other non-operating expenses, net were US$668,000 for the year
ended Dec. 26, 2007, compared with US$8.0 million for the year
ended Dec. 27, 2006.  The expense for the 2006 period primarily
represents an US$8.5 million loss on early extinguishment of
debt from the write-off of deferred financing costs associated
with the debt prepayments made during the year and the
refinancing of the company's credit facilities.

The provision for income taxes was US$5.2 million compared with
US$14.7 million for the years ended Dec. 26, 2007, and Dec. 27,
2006, respectively.

                 Liquidity and Capital Resources

Cash flows used in financing activities were US$102.6 million
for the year ended Dec. 26, 2007, which included US$90.9 million
of term loan prepayments and US$2.2 million of scheduled term
loan payments made through a combination of asset sale proceeds
and cash generated from operations.

The company's credit facility consists of a US$50.0 million
revolving credit facility (including up to US$10.0 million for a
revolving letter of credit facility), a US$152.5 million term
loan and an additional US$40.0 million letter of credit
facility.  During the fourth quarter of 2007, the previous
US$40.0 million letter of credit facility was reduced to US$37.0
million.  

At Dec. 26, 2007, the company had outstanding letters of credit
of US$37.3 million (comprised of US$36.6 million under the
company's letter of credit facility and US$700,000 under the
company's revolving facility).  There were no revolving loans
outstanding at Dec. 26, 2007.  These balances result in
availability of US$400,000 under the company's letter of credit
facility and US$49.3 million under the revolving facility.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Dec. 26, 2007, are
available for free at http://researcharchives.com/t/s?28e3  

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain, consisting of 394 company-
owned units and 1,152 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.


DENNY'S CORP: Weak Performance Cues S&P to Give Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Denny's Corp. to negative from stable.  S&P also revised the
ratings, including the 'B+' corporate credit rating, on the
Spartanburg, South Carolina-based company.
      
"The outlook revision reflects Denny's weaker-than-expected
operating performance that results in significant margin
deterioration," said Standard & Poor's credit analyst Diane
Shand.   

The action also incorporates S&P's expectation that the current
negative trend is likely to continue throughout 2008 and margins
will remain pressured by increasing commodity costs.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain in the U.S., with 394
company-owned units and 1,152 franchised and licensed units,
with operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.


EL PASO: Concludes Sale of Gulf of Mexico & Texas Assets
--------------------------------------------------------
El Paso Corp. has concluded the sales of its Gulf of Mexico,
Onshore, and Texas Gulf Coast assets, Dow Jones Newswires
reports.

According to Dow Jones, the sale of the assets is part of El
Paso's portfolio high-grading efforts.

Dow Jones relates that El Paso sold the 309 billion cubic feet
equivalent of proved reserves for US$752 million in four
separate deals, each with an effective date of Nov. 1, 2007.

The report says that the Gulf of Mexico sale accord included the
assumption of future plugging and abandonment liabilities
associated with the sold properties, which were indicated on El
Paso's balance sheet as asset retirement obligations of
US$93 million as of Dec. 31, 2007.

El Paso eyes about US$650 million in final cash proceeds from
the deals.  It will use the proceeds to lessen its debts, Dow
Jones states.

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP)
-- http://www.elpaso.com/-- is an energy company that provides
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas
import facility with 806 million cubic feet of daily base load
send out capacity.  El Paso's exploration and production
business is focused on the exploration for and the acquisition,
development and production of natural gas, oil and natural gas
liquids in the United States, Brazil and Egypt.  It operates in
three business segments: Pipelines, Exploration and Production
and Marketing.  It also has a Power segment, which holds its
remaining interests in international power plants in Brazil,
Asia and Central America.

Southern Natural Gas Company's business consists of the
interstate transportation and storage of natural gas and LNG
terminal operations.

Colorado Interstate Gas Company's business consists of the
interstate transportation, storage and processing of natural
gas.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB' corporate credit ratings on El Paso Corp. and subsidiaries.
S&P said the outlook remains positive.


FEDERAL-MOGUL: Court OKs Sec. 524 Transfer of Insurance Rights
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates receive
coverage from insurance policies for asbestos-related
liabilities and obligations.  The Reorganized Debtors' Fourth
Amended Joint Plan of Reorganization provides for, among other
things, the assignment of certain of the Debtors' rights in the
Asbestos Insurance Policies to a trust pursuant to Section
524(g) of the Bankruptcy Code.

The insurance companies that issued the Asbestos Insurance
Policies and their successors vehemently opposed the assignment
of the Asbestos Insurance Policies to the Asbestos Personal
Injury Trust and lodged objections to the Plan.  The Objecting
Insurers include Ace Property & Casualty Insurance Co., AIG
Casualty Co., Allianze Global Corporate & Specialty AG,
Firstman's Fund Insurance Co., and Hartford Accident and
Indemnity Co.

To resolve the Plan Objections, the Reorganized Debtors and the
other Plan Proponents, on one hand, and the Objecting Insurers,
on the other hand, stipulated to bifurcate the Asbestos
Insurance Assignment and Preemption Issue from the plan
confirmation process.  On Nov. 8, 2007, the U.S. Bankruptcy
Court for the District of Delaware approved the parties'
stipulation, confirmed the Fourth Amended Plan, and deferred
ruling on the Objecting Insurers' Plan Objections to the
assignment of the Asbestos Insurance Policies to the Asbestos
Trust.  The U.S. District Court for the District of Delaware
affirmed the Plan Confirmation Order on Nov. 13, 2007.

The question before the Bankruptcy Court, regarding the
Assignment and Preemption Issue, is whether under the Bankruptcy
Code, the assignment of the Asbestos Insurance Policies to a
Section 524(g) trust is valid and enforceable as a matter of
law, notwithstanding any anti-assignment or consent to
assignment provisions incorporated in the Asbestos Insurance
Policies and applicable state law.  The Assignment and
Preemption Issue includes the parties' dispute on whether any
anti-assignment provision of the Asbestos Insurance Policies is
violated under state law, given the insurance neutrality
provisions in the Plan, which preserve the Objecting Insurers'
right to argue state law in state courts.

Judge Fitzgerald clarifies that the Bankruptcy Court is not
addressing whether the provisions of the policies and applicable
state law are violated but whether or not, in the Reorganized
Debtors' case, they are preempted by the Bankruptcy Code.

The Bankruptcy Court finds that the assignment of rights in
certain of the Asbestos Insurance Policies to the Asbestos
Trust, as provided in the Plan, is valid and enforceable under
Sections 524(g), 541(c)(1), 1123(a)(5)(B) and 1129(a)(1) of the
Bankruptcy Code.  The anti-assignment provisions in the Policies
and applicable state law are preempted, Judge Fitzgerald rules.  
"The Asbestos Insurance Policies are property of the Reorganized
Debtors' estates by virtue of Section 541 and their transfer to
the Asbestos Trust is permitted notwithstanding anti-assignment
clauses in or incorporated in the policies or applicable state
law by virtue of Sections 1123(a)(5) and 541(c)(1), as
applicable."

As held by the Court of Appeals for the Third Circuit, Section
541, simply put, prohibits restrictions on the interests of a
debtor, which includes the insurance policies held by the
debtor, Judge Fitzgerald relates.  With respect to the debtor's
property, Section 1123(a)(5)(B) expressly contemplates that the
debtor's interests in insurance policies may be assigned to a
trust or other entity.  Furthermore, once an event occurs that
gives rise to the insurers' liability under the policies, the
policies themselves can be assigned.

An anti-assignment clause does not preclude beneficiaries of
life insurance policy from assigning policy proceeds after the
event giving rise to liability; it applies only to assignments
before liability, Judge Fitzgerald explains, citing in Re
National Memorial Services v. Metropolitan Life Insurance Co.,
49 A.2d 382 (Pa. 1946).  Anti-assignment clauses protect
insurers from an increase in the risk they agreed to insure but
an assignment of loss does not expand the insurers' risk.  In
the Reorganized Debtors' case, to the extent that the events
giving rise to liability have already occurred, there will be no
additional risk to the Objecting Insurers by virtue of the
insurance assignments.  

"Coverage issues, including, inter alia, proof that an event
giving rise to liability occurred within the covered period
before a specific policy can be accessed for coverage, are all
preserved," Judge Fitzgerald emphasizes.

The Objecting Insurers argued that in determining the scope of
preemption under Section 1123(a)(5), there is a strong
"presumption against preemption" and Section 1123(a)(5) cannot
be interpreted to extend beyond the "limited" preemption
afforded by Sections 363(l) and 1142(a).  The Objecting Insurers
asserted that Section 1123(a)(5) preempts applicable non-
bankruptcy law only insofar as it relates to a debtor's
financial condition.

The Bankruptcy Court holds that the Objecting Insurers' premise
does not change the primacy of the language of Section
1123(a)(5).

The Objecting Insurers also argued that Section 363(l) is "the
governing statute" and directly applicable to the assignment of
contractual rights arising under non-executory contracts
pursuant to a plan of reorganization.  "Far from presenting a
statutory framework, this argument takes the Bankruptcy Code out
of its logical sequence," Judge Fitzgerald says.  Section 541
defines what is property of the estate, Section 1123 delineates
what a reorganization plan can provide, Section 1129 lays out
the requirements for plan confirmation, and Section 363 is an
administrative provision which gives a trustee authority to deal
with a debtor's property notwithstanding certain ex post facto
clauses based upon the debtor's insolvency or financial
condition.  "Not all anti-assignment provisions are based upon a
debtor's insolvency or financial condition.  Thus, to do as we
are asked would re-write the statute and modify the meaning of
Section 1123 in such a way that it becomes superfluous.  This,
we may not do," Judge Fitzgerald says.

The Objecting Insurers provided no authority for their
contention that Section 363(l) should be fashioned to limit the
use made by the Fourth Amended Plan of Section 1123(a)(5), the
Bankruptcy Court opines.

In arguing for limiting the scope of preemption under Section
1123(a), the Objecting Insurers suggested that "[u]nder the Plan
Proponents' theory of Section 1123(a)(5)(B), a bankrupt debtor
with no use for a particular insurance policy because it has no
liabilities could sell its policy to any third party, including
a party with liabilities but no insurance."  The Objecting
Insurers' argument ignores the context of the contested
assignment, Judge Fitzgerald opines.  Section 524(g), she
clarifies, creates a new form of entity -- a trust to which
asbestos liabilities are channeled and which addresses and pays
those liabilities.  

"A Section 524(g) trust is not a state law trust and likewise is
not a creation of private agreement," Judge Fitzgerald notes.  
"Rather, a Section 524(g) trust is one whose existence is
authorized and whose contours are delineated by the Bankruptcy
Code.  Such a trust is the successor to a debtor's asbestos
liabilities that are channeled to that trust, and those
liabilities may include insured asbestos liabilities, inasmuch
as Section 524(g) clearly contemplates the transfer of insured
liabilities to the trust."

"Insurance policies covering asbestos liabilities are assets
held by a debtor," the Bankruptcy Court opines.  "Just as
insured asbestos liabilities may be transferred to the trust, so
may the corresponding assets, the insurance policies, proceeds,
or policy rights, as applicable in any given reorganization
plan, that stand to cover those liabilities.  In this context,
the logic of the Bankruptcy Code, in Section 1123(a)(5)(B),
which permits transfers of property of the estate from a debtor
to the successor vehicle to the debtor, is unassailable."

The Objecting Insurers also argued that because the language of
Section 1123(a)(5) does not specifically refer to contracts, and
other provisions of the Bankruptcy Code do, Section 1123(a)(5)
cannot preempt private contact rights.  The express language of
Section 541(c)(1) prohibits a contractual restriction on a
debtor's rights to transfer or assign its interests in
bankruptcy, Judge Fitzgerald points out.  Furthermore, Section
1123(a)(5) permits the transfer of the debtor's property to a
Section 524(g) trust.  Thus, Section 1123(a)(5) provides for the
adequate implementation of the Fourth Amended Plan, the
Bankruptcy Court acknowledges.

The Objecting Insurers further argued that the Asbestos
Insurance Policies are executory, and therefore fall under the
restrictions on assignment contained in Section 365 of the
Bankruptcy Code.

Insurance policies where the policy coverage period has expired
prior to the insured's bankruptcy are not executory contracts
despite a debtor's ongoing obligations, Judge Fitzgerald
clarifies.  Even though the terms and conditions of an insurance
policy may still be in effect for the periods covered by the
policy, the executory period for a contract ends when the last
effective date of the policy has passed.  All the policy periods
under the Asbestos Insurance Policies have expired, she notes.  
In addition, all premiums under the Asbestos Insurance Policies
were paid prior to the Petition Date.

The Bankruptcy Court notes that the Countryman definition of
executory contracts adopted by the Court of Appeals for the
Third
Circuit defines an executory contract as "a contract under which
the obligation of both the bankrupt [party] and the other party
to the contact are so far unperformed that the failure of either
to complete performance would constitute a material breach
excusing performance of the other."  Where one of the parties to
the insurance policy has fulfilled the central agreement to the
contract, like the obligation of the insured to pay the premium
in exchange for the insurer's defense and payment of indemnity
claims against the insured, the contract is no longer executory.

The payment of policy premiums under the Asbestos Insurance
Policies prior to the Petition Date therefore constitutes
substantial compliance with the Asbestos Insurance Policies and
renders them non-executory in nature, the Bankruptcy Court
holds.

The Objecting Insurers contended that, even though the premiums
have been paid, the Reorganized Debtors' ongoing obligations of
cooperation, retrospective premiums, deductibles and notice make
the policies executory.  Those ministerial obligations do not
transform an otherwise non-executory insurance policy into an
executory contract, Judge Fitzgerald maintains.  "The insurance
policies are not executory contracts despite the debtor's duties
with respect to retroactive premiums and the cooperation clause.  
Failure of cooperation with respect to a claim establishes only
that an insurer may have a defense to payment of that claim and
does not affect an insurer's obligation regarding other claims."

Denying executory status to the Asbestos Insurance Policies will
not impact the rights or remedies of the Objecting Insurers,
Judge Fitzgerald maintains.  "The Asbestos Insurance Policies
are non-executory contracts and do not fall under Section 365."

Accordingly, the Bankruptcy Court rules that the assignment of
rights in the Asbestos Insurance Policies to the Asbestos Trust
as provided in the Fourth Amended Plan is valid and enforceable
pursuant to Sections 524(g), 541(c)(1), 1123(a)(5)(B) and
?1129(a)(1) of the Bankruptcy Code, notwithstanding anti-
assignment provisions incorporated in the Policies and
applicable state law.

All of the Objecting Insurers Plan Objections relating to the
Assignment and Preemption Issue are deemed overruled.

Peter Van N. Lockwood, an attorney for the asbestos plaintiffs,
told the Associated Press said the face amount of the Asbestos
Insurance Policies at stake in the Assignment and Preemption
Issue is more than US$500,000,000.

Judge Fitzgerald's ruling, the AP comments, preserves a favored
strategy for corporations troubled by massive asbestos tort
liabilities that permits the companies to channel asbestos
damage claims into trusts funded by their insurance policies.

In addition to its insurance policies, Reorganized Federal-Mogul
put half its equity in the Asbestos Trust.  Billionaire investor
Carl Icahn, who swapped a big stake in the company's debt for
25% of the post-bankruptcy Federal-Mogul, paid US$900,000,000
for the equity in the Asbestos Trust, the AP notes.  Mr. Icahn
has a 75% equity stake in Reorganized Federal-Mogul.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--     
(OTCBB: FDMLQ) is a global supplier, serving the world's
foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and
industrial vehicles, as well as the worldwide aftermarket.  
Founded in Detroit in 1899, the company is headquartered in
Southfield, Michigan, and employs 45,000 people in 35 countries.  
Aside from the U.S., Federal-Mogul also has operations in other
locations which includes, among others, Mexico, Malaysia,
Australia, China, India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed US$10.15 billion in assets and US$8.86
billion in liabilities.  Federal-Mogul Corp.'s U.K. affiliate,
Turner & Newall, is based at Dudley Hill, Bradford.  Peter D.
Wolfson, Esq., at Sonnensche in Nath & Rosenthal; and Charlene
D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty,
Esq., at The Bayard Firm represent the Official Committee of
Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On July 28,
2004, the District Court approved the Disclosure Statement.  The
estimation hearing began on June 14, 2005.  The Debtors
submitted a Fourth Amended Plan and Disclosure Statement on Nov.
21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The Fourth Amended Plan was
confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed
by the District Court on Nov. 14.  Federal-Mogul emerged from
Chapter 11 on December 27, 2007.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the
reorganized Federal-Mogul Corporation -- Corporate Family
Rating, Ba3; Probability of Default Rating, Ba3; and senior
secured bank credit facilities, Ba2.  The outlook is stable.   
The financing for the company's emergence from Chapter 11
bankruptcy protection has been funded in line with the structure
originally rated by Moody's in a press release dated Nov. 28,
2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


QUAKER FABRIC: Wants Exclusive Plan Filing Period Extended
----------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates ask the Hon.
Kevin Gross of the United States Bankruptcy Court for the
District of Delaware to further extend their exclusive periods
to:

   a) file a Chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 11, 2008.

Joseph M. Barry, Esq., at Young Conaway Stargartt & Taylor LLP
in Wilmington, Delaware, says that the Debtors and the Official
Committee of Unsecured Creditors are ironing out the last
details of the proposed joint Chapter 11 plan of liquidation.

The Debtors and the Committee, Mr. Barry says, were unable to
finalize the proposed plan before the Debtors' initial exclusive
rights to file a plan expired on Feb. 18, 2008.

According to the Debtors' motion, most of their assets were sold
in September 2007.  The Debtors say that Atlantis Charter School
purchased undeveloped 66 acres of real estate located in Fall
River, Massachusetts for US$2.6 million; E&E Co., Ltd., bought
Tupelo Lee Industrial Park in Verona, Mississippi for
US$175,000; and Gordon Brothers Group LLC acquired substantially
all of the Debtors' other assets for US$27 million.

The Debtors say to Judge Gross that they trimmed down their
personnel to four since Aug. 16, 2007.

A hearing has been set on April 15, 2008, at 11: a.m., before
Judge Gross at 824 Market Street, 6th floor in Wilmington,
Delaware, to consider the Debtors' request.

Objections, if any, are due April 4, 2008, at 4:00 p.m.

                      About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and
spun products for use in the production of its fabrics, as well
as for sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr.
D. Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer
Cutler Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at
Young Conaway Stargatt & Taylor LLP are co-counsels to the
Debtors.  Epiq Bankruptcy Solutions is the Debtors' claims
agent.  The Official Committee of Unsecured Creditors has
selected Shumaker, Loop & Kendrick, LLP, as its bankruptcy
counsel and Benesch, Friedlander, Coplan & Aronoff, LLP, as co-
counsel.

The Debtors' schedules reflect total assets of US$41,375,191 and
total liabilities of US$54,435,354.


QUEBECOR WORLD: Wants to Buy Bombardier Aircraft for US$12 Mil.
---------------------------------------------------------------
Quebecor World Inc. seeks the authority of the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) assume an unexpired lease agreement pursuant to which
       Debtor Quebecor Printing Aviation Inc. leases one  
       Bombardier CL-600-2B16 aircraft and related engines and
       equipment from Wachovia Equipment Finance;

  (ii) exercise an early termination purchase option under the
       aircraft lease; and
  
(iii) purchase the aircraft for US$12,000,000.

QPA pays quarterly "capital rent" of US$379,350 plus certain
amounts for "accrual rent" for the lease of the Aircraft.  The
five-year lease expires Feb. 6, 2009, but provides for a one-
year extension, subject to approval of the lessor, Wachovia
Equipment Finance, successor to First Union Commercial Corp.
Quebecor World, Inc., guarantees QPA's obligations under the
lease.

The aircraft lease contains an early termination option pursuant
to which, on the last day of any rent period after the first
anniversary of the closing date under the aircraft lease, QPA
may, upon 30 days' written notice to the Lessor, purchase the
aircraft.

According to Michael Canning, Esq., at Arnold & Porter LLP, in
New York, the Debtors have determined that they can no longer
justify maintaining an aircraft of this size and at this cost.  
The Debtors, however, have concluded that they could realize
significant value from the exercise of the early termination
option.

The Debtors commissioned an appraisal of the Aircraft, and have  
received three good-faith offers or expressions of interest from
potential purchasers, which support the appraised value of
US$20,450,000.  

Comparing the range of values set forth in both the appraisal
and the purchase offers, the Debtors believe that they may
realize substantial value from an exercise of the Early
Termination Option, coupled with a subsequent sale of the
Aircraft.  Assuming a Purchase Option Amount of US$12,000,000,
the Debtors could realize a pre-tax profit of US$8,000,000 upon
a purchase and subsequent sale of the Aircraft for its appraised
value, Mr. Canning tells the Court.

Accordingly, the Debtors' rights under the Aircraft Lease
represent a valuable asset of their bankruptcy estates that
should be preserved for the benefit of creditors, Mr. Canning
asserts.

The Debtors are required to serve notice of their election to
exercise the Early Termination Option on or before April 6,
2008, in order to have the right to exercise that option on
May 6.  Absent delivery of notice of the election by April 6,
the next earliest date that the Debtors could exercise the
Termination Option would be on or about August 6.

Mr. Canning warns there is substantial risk that a delay of
three months or more in exercising the Early Termination Option
could cause one or more of the potential purchasers to withdraw
their offers for the Aircraft.  "Indeed, the market for this
Aircraft is currently extremely strong, and there can be no
assurance that the strength of this market will continue."

The Debtors have made all payments of Base Rent due under the
Aircraft Lease with the exception of the Base Rent payment due
on Feb. 6, 2008.  The amount of unpaid Base Rent for February
2008 is approximately US$547,000, which is the amount required
to cure monetary defaults under the Aircraft Lease pursuant to
Section 365(b) of the Bankruptcy Code.

                        Related Agreements

The Debtors also seek the Court's authority to assume related
subleases for the Aircraft.

QPA subleases the Aircraft to QWI under an Aircraft Sublease
Agreement dated as of February 6, 2004, and a related Short Form
Sublease Agreement dated as of February 6, 2004.  The term of
the Aircraft Sublease is co-extensive with the term of the
Aircraft Lease, and the amount of rent paid to QPA by QWI under
the Aircraft Sublease is equal to the amount of Base Rent due
under the Aircraft Lease.

In addition, QWI is the lessor and ACASS Canada Ltd. is the
lessee under an Aircraft Sub-Sublease Agreement dated as of
Feb. 6, 2004, and a related Short Form Sub-Sublease Agreement
dated as of Feb. 6, 2004.  The Aircraft Sub-Sublease provides
for an initial term of one year and includes provisions to
extend the term for up to four additional one year periods.  QWI
and ACASS are also parties to a Management and Charter Agreement
dated as of Feb. 6, 2004.  

The agreements constitute an arrangement under which QWI leases
the Aircraft to ACASS, and ACASS provides all services necessary
to operate and maintain the Aircraft, including for purposes of
chartering the Aircraft to unrelated third-parties during
periods of time when the Aircraft is not being used by QWI or
the Debtors.  In exchange, QWI pays ACASS a management fee and
reimburses ACASS for operating expenses associated with the
Aircraft.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March
2007, it sold its facility in Lille, France.  Quebecor World
(USA) Inc. is its wholly owned subsidiary.

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

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

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

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

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
US$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related US$600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.



=======
P E R U
=======

IRON MOUNTAIN: Moody's Lifts Rating to B1 on Strong Performance
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating  
Iron Mountain Incorporated to B1 from B2.  Other ratings on
outstanding debt instruments were also upgraded.  The outlook
for the ratings is stable.

Notwithstanding higher than anticipated capital expenditures and
year-end compensation and benefit accruals, the upgrade
recognizes continued strength in operating performance,
including continued strong growth in storage revenues and
improved debt maturity structure and overall liquidity following
last year's refinancing activity.  Importantly, the upgrade also
incorporates Moody's belief that the primary focus of the
company has shifted from growth through acquisitions to
achieving increased operational efficiencies.  Although
acquisitions are likely to continue, the size of acquired
entities is likely to be substantially less material in relation
to Iron Mountain's size than has been the case in the past.

The Corporate Family Rating of B1 is supported by the company's
prominent position as a global leader in information storage and
data protection, including its strategic expansion in the
digital market in recent years, as well as Moody's expectation
of reduced emphasis on acquisitions relative to the company's
current size going forward.  The ratings benefit from the
company's historical revenue stability, geographical
diversification and low customer concentration.  The ratings
continue to be constrained by high financial leverage, the
significant amount of goodwill and intangibles in relation to
total assets and the low level of pro forma free cash flow
(defined as cash from operations less capital expenditures less
dividends) relative to debt.  Interest coverage for the rating
category of adjusted EBITDA less capital expenditures to
interest expense of 1.3 times is weak for the category. The
ratings also reflect a capital intensive business with most
revenues deriving from paper document storage and related
services which require significant customized physical space.

Moody's took these rating actions:

   -- Upgraded the Corporate Family Rating to B1 from B2;

   -- Upgraded the Probability of Default Rating to B1 from B2;

   -- Upgraded the US$790 million global revolving credit
      facility due 2012 to Ba1 (LGD2, 16%) from Ba2 (LGD2, 13%);

   -- Upgraded the US$410 million IMI term loan facility to Ba1
      (LGD2, 16%) from Ba2 (LGD2, 13%);

   -- Upgraded the C$175 million 7.5% senior subordinated notes
      due 2017 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the EUR 225 million 6.75% Euro senior
      subordinated notes due 2018 to B2 (LGD5, 71%) from B3
      (LGD4, 68%);

   -- Upgraded the US$72 million 8.25% senior subordinated notes
      due 2011 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the US$200 million 8.75% senior subordinated
      notes due 2018 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the US$448 million 8.625% senior subordinated
      notes due 2013 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the US$300 million 7.25% GBP senior subordinated
      notes due 2014 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the US$438 million 7.75% senior subordinated
      notes due 2015 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the US$316 million 6.625% senior subordinated
      notes due 2016 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

   -- Upgraded the secured drawings under the existing shelf to
      (P)Ba1 (LGD2, 16%) from (P)Ba2 (LGD2, 13%);

   -- Upgraded the unsecured drawings under the existing shelf
      to (P)Ba1 (LGD2, 16%) from (P)Ba3 (LGD2, 27%);

   -- Upgraded the subordinated draws under the existing shelf
      to (P)B2 (LGD5, 71%) from (P)B3 (LGD4, 68%);

   -- Upgraded the preferred stock draws under the existing
      shelf to (P)B3 (LGD6, 97%) from (P)Caa1 (LGD6, 97%);

   -- Upgraded the Trust preferred stock shelf to (P)B2 (LGD5,
      71%) from (P)B3 (LGD4, 68%);

   -- The Speculative Grade Liquidity rating is SGL-3.

   -- The outlook for the ratings is stable.

Headquartered in Boston, Massachusetts, Iron Mountain
Incorporated is an international provider of information storage
and protection related services.  The company offers
comprehensive records management and data protection solutions,
along with the expertise to address complex information
challenges such as rising storage costs, litigation, regulatory
compliance and disaster recovery.  Founded in 1951, Iron
Mountain has more than 100,000 corporate clients throughout
North America, Europe, Latin America, and Asia Pacific.  Revenue
for the twelve months ended Dec. 31, 2007 was approximately
US$2.7 billion.   Its Latin American operations are located in
Argentina, Brazil, Chile, Mexico and Peru.



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

HARVEST NATURAL: Coker & Palmer Puts Buy Rating on Firm's Shares
----------------------------------------------------------------
Coker & Palmer analysts have assigned a "buy" rating on Harvest
Natural Resources Inc.'s shares, Newratings.com reports.

According to Newratings.com, the target price for Harvest
Natural's shares was set at US$19.

The analysts said in a research note that given Harvest
Natural's new operating structure in Venezuela and operating
base, the firm is poised to generate substantial growth in the
future.

Harvest Natural can generate a 55% output growth in 2009 and 46%
in 2010, Newratings.com says, citing the analysts.

Harvest Natural?s proved reserves might increase by 100% over
the two years, Coker & Palmer told Newratings.com.

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

                        *     *     *

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


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


PETROLEOS DE VENEZUELA: New Oil Tax to Go to Heath Programs
-----------------------------------------------------------
The new tax on extraordinary oil profits that will also be
imposed on Petroleos de Venezuela SA are for the funding of
health care programs called the Barrio Adentro missions, James
Suggett at Venezuelanalysis.com reports, citing Venezuelan
President Hugo Chavez.

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, President Chavez said that the draft bill for
the implementation of a tax on sudden profits obtained by oil
companies like Petroleos de Venezuela is now ready.  According
to the presdient, foreign oil firms in Venezuela and even
Petroleos de Venezuela are earning more money than they
expected.  The additional incomes come from the increase in
crude oil prices and has its origin in factors outside new
investments, or extraordinary efforts, President Chavez said.

According to Venezuelanalysis.com, the Barrio Adentro missions
bring health care to marginalized communities with the help of
Cuban doctors.

President Chavez commented to Venezuelanalysis.com, "I have
decided to apply a new tax on unexpected profits for Barrio
Adentro III."

About 90% of Petroleos de Venezuela?s contributions in 2007 were
alloted to the Barrio Adentro programs and the subsidized food
market called Mercal mission, Venezuelanalysis.com states.  

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

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                              *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long-term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook is negative.



                            ***********


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
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and Peter A. Chapman, Editors.

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