TCRLA_Public/080805.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

            Tuesday, August 5, 2008, Vol. 9, No. 154

                            Headlines


A R G E N T I N A

ALITALIA SPA: Net Debt Reaches EUR1.115 Billion at June 30, 2008
DELTA AIR: NWA Merger to Hit Smaller Ports First, Critics Say
DELTA AIR: Pilots Vote on Northwest Merger Through August 11
EMPRESA DISTRIBUIDORA: Gustavo Gene Quits as Accounting Officer
HUNTSMAN CORP: Earns US$23.7 Million in 2008 Second Quarter

NORTHWEST AIR: Merger to Hit Smaller Ports First, Critics Say
NORTHWEST AIRLINES: CFO Disposes of 10,886 Common Shares
NORTHWEST AIRLINES: Court Approves Settlement With M. Foret
NORTHWEST AIRLINES: Pilots Vote on Delta Merger Through Aug. 11
NORTHWEST AIRLINES: Posts US$377 Mil. Net Loss in Second Quarter

POLYMER GROUP: S&P Trims Corp. Credit Rating to 'B+' from 'BB-'


B A H A M A S

GLOBAL ENVIRONMENTAL: Spectrum to Deploy Global Biosphere System


B E R M U D A

SEA CONTAINERS: Files Joint Ch. 11 Plan and Disclosure Statement
SEA CONTAINERS: Discloses Classification & Treatment of Claims
WHITE MOUNTAINS: Posts US$66 Million Net Loss in 1st Half 2008


B O L I V I A

BANCO NACIONAL: Moody's Assigns B2 Foreign Currency Debt Rating


B R A Z I L

AMERICAN AXLE: S&P Lowers Corp. Credit & Debt Ratings to 'B+'
BANCO NACIONAL: Expects Steel & Mining Investments to Double
DELTA AIR: Travelers Banned From Checking Excess Baggage
FORD MOTOR: Terminates Lighting Biz Sale Contract With Meridian
GENERAL MOTORS: Posts US$15.5BB Prelim Net Loss in 2nd Quarter

GENERAL MOTORS: Fin'l Arm Posts US$2.5BB Prelim Second Qtr. Loss
SADIA SA: Board Okays Avicola Merger; Hires KPMG as Appraisal
VISTEON CORP: June 30 Balance Sheet Upside-Down by US$207 Mil.


C A Y M A N  I S L A N D S

BANKBOSTON TRUST: Deadline for Proofs of Claim Filing Is Aug. 8
CORYTON GENERATING: Proofs of Claim Filing Deadline Is Aug. 8
CRESCENT GLOBAL: Proofs of Claim Filing Deadline Is Aug. 8
CRESCENT VENTURE: Deadline for Claims Filing Is Aug. 8
DEUTSCHE GIROZENTRALE: Claims Filing Deadline Is Aug. 8

J-BLUE SKY: Deadline for Proofs of Claim Filing Is Aug. 8
M ONE: Deadline for Proofs of Claim Filing Is Aug. 8
MAGNETAR SGR: Proofs of Claim Filing Deadline Is Aug. 8
MORTGAGED ASSET: Deadline for Proofs of Claim Filing Is Aug. 8
NET263 HOLDINGS: Proofs of Claim Filing Deadline Is Aug. 8

NIKITSKY RUSSIA\CIS: Deadline for Claims Filing Is Aug. 8
ODSF (EURO): Deadline for Proofs of Claim Filing Is Aug. 8
OFSI FUND: Proofs of Claims Filing Is Until Aug. 8
PARMALAT SPA: UniCredit Group Settles for EUR271.7 Million
RPL HOLDINGS: Deadline for Proofs of Claim Filing Is Aug. 8

SILICON LIGHT: Proofs of Claim Filing Deadline Is Aug. 8
SPALDING GENERATING: Deadline for Claims Filing Is Aug. 8
SPEEDER FUND: Proofs of Claim Filing Is Until Aug. 8
TOPIARY CAPITAL: A.M. Best Rates US$200MM Variable Notes at BB+


C O L O M B I A

AMPEX CORPORATION: Court Confirms Amended Joint Chapter 11 Plan
QUEBECOR WORLD: CCAA Stay Extended Until September 30
QUEBECOR WORLD: Committee Revised After Cellmark's Resignation
QUEBECOR WORLD: Ernst & Young Provides CCAA Status Report
QUEBECOR WORLD: Panel Taps Lowenstein Sandler as Counsel


C O S T A  R I C A

ALCATEL-LUCENT: S&P Shifts Outlook to Neg., Affirms BB-/B Rtngs.
US AIRWAYS: Incurs US$567 Mil. Net Loss in Quarter Ended June 30
US AIRWAYS: Registers 6,700,000 Shares for Equity Incentive Plan
US AIRWAYS: Wellington Management Discloses 4.53% Stake
US AIRWAYS: Pilots Group Presses for Probe on Fueling Practices

US AIRWAYS: Inks Maintenance Pact with IAE; Ends Two Flights


M E X I C O

FRESENIUS SE: US$2.4BB Debt Issue Won't Affect Fitch's Ratings
GMAC LLC: Posts Prelim Second Quarter Net Loss of US$2.5 Billion
MERIDIAN AUTOMOTIVE: Asks Court to Close Chapter 11 Cases
MERIDIAN AUTOMOTIVE: Ford Terminates Lighting Biz Sale Contract
METROFINANCIERA CONSTRUCTION: S&P Cuts Rating on Notes to BB+

METROFINANCIERA SA: S&P Cuts Rating to BB+ on Construction Notes
RESIDENTIAL CAPITAL: GMAC LLC Posts US$2.5 Bil. Prelim Net Loss
RESIDENTIAL CAPITAL: S&P's 'CCC+' Rtg. Unmoved by US$1.9BB Loss
SEMGROUP LP: Taps Richards Layton as Bankruptcy Co-Counsel
SEMGROUP LP: Wants to Hire Hall Estill as Special Counsel

SEMGROUP LP: Organizational Meeting to Form Panel Held August 1


P U E R T O  R I C O

DENNY'S CORP: June 25 Balance Sheet Upside-Down by US$172 Mil.


V E N E Z U E L A

BANCO DE VENEZUELA: Owner In Sale Talks With Venezuelan Gov't.
CHRYSLER LLC: Arm Completes Renewal of US$24BB Annual Financing
CHRYSLER LLC: Surpasses Second Quarter Financial Objectives
CHRYSLER LLC: U.S. Sales Down 29% at 98,109 Units in July 2008

* VENEZUELA: Bonds Drop Following Report on Bank Nationalization

* Large Companies With Insolvent Balance Sheet


                         - - - - -


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

ALITALIA SPA: Net Debt Reaches EUR1.115 Billion at June 30, 2008
----------------------------------------------------------------
The Alitalia Group's net debt as of June 30, 2008, totaled to
EUR1.115 billion, showing a slight decrease in net indebtedness
of EUR6 million compared to the situation on May 31, 2008,
announced on June 30, 2008; regarding the EUR300 million cashed
according to legislative decree no. 80 of April 23, 2008, and
the subsequent legislative decree no. 93 of May 27, 2008, it
should be noted that this amount is not included in the
indebtedness mentioned, since it is not possible to determine at
present how much will be used according to decree no. 93 of
May 27, 2008;

The net debt of the parent company Alitalia on June 30, 2008,
including short-term financial credits and debts for
subsidiaries, totaled EUR1.106 billion showing a
slight decrease of EUR2 million (-0.2%) compared to net debt as
of May 31, 2008; regarding the EUR300 million cashed according
to legislative decree no. 80 of April 23, 2008, and the
subsequent legislative decree no. 93 of May 27, 2008, it should
be noted that this amount is not included in the indebtedness
mentioned, since it is not possible to determine at present how
much will be used according to decree no. 93 of May 27, 2008.

The Group's cash-to-hand and short-term financial credits as of
June 30, 2008, at the Group level and for Alitalia, amounted to
375 and 392 million respectively (the corresponding figures on
May 31, 2008 were EUR388 million and EUR401 million).

Group's short-term financial indebtedness, as of June 30, 2008,
amounted to EUR173 million.  It should be noted that as of
June 30, 2008, there were several leasing contracts at the
Group level (referring almost entirely to fleet aircraft mostly
held by the parent company amounting to EUR78 million) whose
capital share, including lease closure value, amounted to
EUR89 million.

By comparison, the same figure as of May 31, 2008, amounted
to EUR90 million, of which EUR12 million falling due in the
twelve months from the reference date.

It should also be noted that existing debts to banks are almost
entirely backed up by real guarantees (mortgages on aircraft) or
by personal guarantees (mainly guarantees issued by banks for
export credit).  The relative financing contracts contain
standard legal clauses relating to withdrawal.  None of the
contracts refer to specific requirements regarding assets or
economic/financial aspects, in order to maintain the credit
line.

During June 2008, repayments were made of medium/long-term
financing amounting to about EUR20 million.

Regarding debts of a financial, fiscal and social welfare
nature, there were no outstanding sums or payment irregularities
on June 30, 2008, both for the parent company and for the other
companies in the Group.
As far as debts of a commercial nature are concerned, decisions
are still pending for the petitions filed by Alitalia regarding:

    * an injunction related to supposed different pricing
      policies issued by a carrier for EUR6 million (two
      decrees);

    * another injunction issued by a supplier of on-board movies
      for EUR1.2 million (two decrees);

    * a further injunction has been issued by an IT services
      supplier for EUR812,000;

    * an injunction has been issued by an Italian subsidiary of
      an air carrier bankruptcy for EU288,000;

    * another injunction has been issued by a maintenance
      services supplier for EUR492,000;

    * a further injunction has been issued by the special
      manager of a firm for presumed debts relating to air
      ticket sales, for EUR3.2 million;

    * one injunction issued by a fuel supplier (airport rights)
      for about EUR1 million;

    * another injunction has been issued by an airport
      management company for limited failure to pay handling
      fees for about EU375,000; and

    * an injunction has been issued by a supplier of
      several services for EUR112,000.

There are no other injunction orders or executive actions
undertaken by creditors notified as of June 30, 2008, nor are
there any threats by suppliers to suspend operations.  It should
be pointed out that, as part of ordinary management practices,
the company is committed to maintaining commercial relations
with its customers and suppliers who guarantee -– in the absence
of critical situations or operational emergencies –- the
necessary financial flexibility in support of cash-to-hand
requirements.

                        About Alitalia

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

                        *      *      *

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


DELTA AIR: NWA Merger to Hit Smaller Ports First, Critics Say
-------------------------------------------------------------
Even before Northwest Airlines Corp. and Delta Air Lines Inc.
confirmed their merger plan in April of this year, critics have
already noted that smaller airports would be the first
casualties after the consolidation, John Welbes at
TwinCities.com remarks.

Delta has been discontinuing flights between cities in its
network, but denies that the cuts are connected with the
proposed tie up, Mr. Welbes states.  Delta insists that the
flight trimming is part of a “parking program” ensuing from
escalating oil costs, Mr. Welbes discloses.

Nevertheless, Delta's capacity cuts hint at what's in store for
regional airports after the merger, Mr. Welbes avers.

“This will be the lowest amount of service that we've had in the
last four years,” said Debbie Gulliver, travel manager at
Michigan State University in Lansing, Michigan, reports
TwinCities.com.  Delta will be exiting Lansing come Sept. 1,
according to Mr. Welbes.  Northwest currently controls about 55%
of the market at the Lansing airport, Mr. Welbes points out.  
Apart from Lansing, Delta has begun pulling out of other markets
where Northwest has a presence, including Green Bay, Wisconsin;
State College, Pennsylvania; Toledo, Ohio and Sioux Falls, South
Dakota.

Northwest reported in its second quarter results that its
capacity reductions will not affect its service to any cities;
however, frequency of flights to certain markets will be
reduced.

In the end, Delta might end up holding on to more of its flights
than Northwest, due to Northwest's older fleet and higher
maintenance costs, Mr. Welbes says.  Despite this, Northwest's
operational performance for the summer of 2008 is a complete
turnaround from that of last year's, when the carrier canceled
as many as 100 flights in a day, due to problems in pilot
staffing, the Star Tribune relates.  Consequently, Northwest and
its pilots union agreed to implement new work rules which
reduced pilots' flight hours and providing them an incentive of
150% of their pay rate for flying more than 80 hours a month.

U.S. airlines are continuing to battle spiraling fuel prices
which almost doubled from a year ago, causing losses in almost
all of the major airlines for the second quarter of 2008, says
Mr. Welbes.  Specifically, United Airlines, Inc., posted the
largest loss of US$2.7 billion; American Airlines was hit by
US$1.4 billion; Delta Air Lines lost US$1.04 billion, US Airways
dropped US$567 million and Northwest Airlines, posted a
US$377 million loss.  The least hurt was Continental Airlines,
which lost US$3 million.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                        About Delta Air

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

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

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


DELTA AIR: Pilots Vote on Northwest Merger Through August 11
------------------------------------------------------------
Pilots of Delta Airlines Inc. and Northwest Airlines, Inc.,
began voting July 14, 2008, on a joint labor agreement that will
essentially govern the terms of employment of both carrier's
pilots groups upon the closing of the Delta-Northwest merger,
the Atlanta Journal-Constitution reports.  Voting ends
Aug. 11, 2008.

Voting results will be determined separately as the pilot groups
are represented by separate units of the Air Line Pilots
Association, AJC says.

The Tentative Agreement provides for, among others, Delta's
agreement to issue shares of its common stock equal to:

           (i) 3.5% of the fully-diluted shares outstanding of
               Delta to Delta pilots; and

          (ii) 2.38% of the fully-diluted shares outstanding of
               Delta to Northwest pilots, when the merger
               closes.

According to AJC, the Northwest pilots union informed its
members of certain meetings it held with Delta pilots in
Chicago, Illinois, to continue talks on the integration of their
seniority lists.

Absent an agreement within the 30-day negotiating period, Delta
and Northwest pilot groups will go into binding arbitration to
establish a combined seniority list in November 2008, says the
report.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                        About Delta Air

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

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

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


EMPRESA DISTRIBUIDORA: Gustavo Gene Quits as Accounting Officer
---------------------------------------------------------------
Gustavo Adrian Enrique Gene, the Principal Accounting Officer of
Empresa Distribuidora y Comercializadora Norte S.A., a.k.a.
Edenor, has left the company for personal reasons.

Mr. Gene's replacement will be designated at the next meeting of
the board of directors.

Based in Buenos Aires, Argentina, Empresa Distribuidora y
Comercializadora Norte S.A. aka Edenor is the largest
electricity distribution company in Argentina in terms of number
of customers and volume of energy sold.  The company commenced
operations in 1992, as a result of the privatization of the
previously state-owned SEGBA.  At that time, it was granted a
95-year concession to distribute electricity on an exclusive
basis in its concession area, the greater Buenos Aires
metropolitan area and northern portion of the City of Buenos
Aires.  EASA, which is controlled by Dolphin Energia S.A., is
Edenor's holding company.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 1, 2007, Standard and Poor's Argentina assigned its 'B'
Rating on US$220 Million Bond issued by Empresa Distribuidora y
Comercializadora Norte S.A with annual fixed interest rate of
10.5% Notes due 2017.  S&P said the outlook is positive.


HUNTSMAN CORP: Earns US$23.7 Million in 2008 Second Quarter
-----------------------------------------------------------
Huntsman Corp. reported on Wednesday its financial results for
the second quarter ended June 30, 2008.  

Net income for the second quarter of 2008 was US$23.7 million as
compared to a net loss of US$70.9 million for the same period in
2007 and compared to US$7.3 million for the first quarter of
2008.

Revenues for the second quarter of 2008 were US$2.89 billion, an
increase of 17% as compared to US$2.47 billion for the second
quarter of 2007 and an increase of 14% as compared to
US$2.54 billion for the first quarter of 2008.  Revenues
increased in all of the company's segments primarily due to
higher average selling prices, while sales volumes were higher
in Polyurethanes.

Adjusted net income from continuing operations for the second
quarter of 2008 was US$19.9 million as compared to
US$83.8 million for the same period in 2007 and US$16.9 million
for the first quarter of 2008.

Adjusted EBITDA from continuing operations for the second
quarter of 2008 was US$209.8 million as compared to
US$246.4 million for the same period in 2007 and compared to
US$188.3 million for the first quarter of 2008.

Peter R. Huntsman, Hunstman Corp.'s president and chief
executive officer, stated, “I am very pleased with our results
in the second quarter.  Adjusted EBITDA was US$209.8 million, an
increase of 11% as compared to the first quarter results.  This
increase in profitability was achieved in spite of a challenging
raw material environment and the continued decline in the value
of the U.S. dollar.  Sales volumes were strong in all of our
divisions, with total volumes in our Polyurethanes division up
by 14%, in Materials & Effects up 7%, in Performance Products up
13%, and in Pigments up 9%, all relative to the first quarter of
2008.”

Mr. Huntsman said, “As we look forward to the second half of
2008, we are encouraged by the recent moderation in crude oil
and natural gas prices that we have seen in the past several
weeks.  This, together with the aggressive actions we have
recently taken to increase our selling prices, is expected to
result in further opportunities to increase margins in many of
our products.  We expect that Adjusted EBITDA in the second half
of the year will be stronger than the results in both the first
half of 2008 and the second half of 2007.”

For the three months ended June 30, 2008, EBITDA was
US$210.2 million as compared to US$22.6 million in the same
period in 2007.  

       Liquidity, Capital Resources and Outstanding Debt

As of June 30, 2008, the company had approximately
US$579.0 million in cash and unused borrowing capacity.  During
the three months ended June 30, 2008, adjusted net working
capital increased approximately US$86.0 million, which together
with the company's capital spending and certain investments in
foreign joint ventures, including its ethyleneamines
manufacturing joint venture in Jubail, Saudi Arabia,  resulted
in higher debt levels at June 30, 2008, as compared to March 31,
2008.

For the three months ended June 30, 2008, total capital
expenditures were approximately US$115.0 million as compared to
approximately US$178.0 million for the same period in 2007.  
Lower spending attributable to the rebuild of the fire damaged
Port Arthur, Texas olefins facility which was sold in the fourth
quarter of 2007, has been partially offset by higher spending on
various other projects, including the company's maleic anhydride
expansion at its Geismar, Louisiana site.  The company said it
expects to spend approximately US$440.0 million on capital
expenditures in 2008.

At June 30, 2008, the company had total debt of US$3.95 billion,
compared to total debt of US$3.57 billion at Dec. 31, 2007.

                  Update on Merger With Hexion

On June 18, 2008, Hexion Specialty Chemicals Inc. filed a
lawsuit in Delaware seeking to avoid its obligations under the
merger agreement.  Huntsman strongly disagrees with allegations
outlined in this lawsuit.  A trial is scheduled to begin on
Sept. 8, 2008, to adjudicate these allegations.

On June 23, 2008, Huntsman filed a lawsuit in Texas against
Apollo Management, L.P. and its principals Leon Black and Joshua
Harris for fraud and tortious interference with its merger with
Hexion, an entity owned by an affiliate of Apollo.

On June 30, 2008, the European Commission approved the proposed
merger between Hexion and Huntsman contingent on, among other
things, divestment of a portion of Hexion's global specialty
epoxy resins business to a purchaser approved by the European
Commission.  Huntsman said that with this conditional approval
of the European Commission, all significant regulatory approvals
related to the merger other than FTC approval have now been
received.

On July 4, 2008, Huntsman's board of directors voted unanimously
to exercise its right to extend the merger agreement.  The
termination date under the merger agreement is now Oct. 2, 2008.

                      About Huntsman Corp.

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/ -- is a manufacturer of       
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.    Its
Latin American operations are in Argentina, Brazil, Chile,
Colombia, Guatemala, Panama and Mexico.

At March 31, 2008, the company's consolidated balance sheet
showed US$8.68 billion in total assets, US$6.71 billion in total
liabilities, US$32.1 million in minority interests, and US$1.94
billion in total stockholders' equity.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 25, 2008, Standard & Poor's Ratings Services said that its
ratings on Salt Lake City, Utah-based Huntsman Corp. (BB-/Watch
Neg/--) remain on CreditWatch with negative implications, where
they were placed on July 5, 2007.

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


NORTHWEST AIR: Merger to Hit Smaller Ports First, Critics Say
-------------------------------------------------------------
Even before Northwest Airlines Corp. and Delta Air Lines Inc.
confirmed their merger plan in April of this year, critics have
already noted that smaller airports would be the first
casualties after the consolidation, John Welbes at
TwinCities.com remarks.

Delta has been discontinuing flights between cities in its
network, but denies that the cuts are connected with the
proposed tie up, Mr. Welbes states.  Delta insists that the
flight trimming is part of a “parking program” ensuing from
escalating oil costs, Mr. Welbes discloses.

Nevertheless, Delta's capacity cuts hint at what's in store for
regional airports after the merger, Mr. Welbes avers.

“This will be the lowest amount of service that we've had in the
last four years,” said Debbie Gulliver, travel manager at
Michigan State University in Lansing, Michigan, reports
TwinCities.com.  Delta will be exiting Lansing come September 1,
according to Mr. Welbes.  Northwest currently controls about 55%
of the market at the Lansing airport, Mr. Welbes points out.  
Apart from Lansing, Delta has begun pulling out of other markets
where Northwest has a presence, including Green Bay, Wisconsin;
State College, Pennsylvania; Toledo, Ohio and Sioux Falls, South
Dakota.

Northwest reported in its second quarter results that its
capacity reductions will not affect its service to any cities;
however, frequency of flights to certain markets will be
reduced.

In the end, Delta might end up holding on to more of its flights
than Northwest, due to Northwest's older fleet and higher
maintenance costs, Mr. Welbes says.  Despite this, Northwest's
operational performance for the summer of 2008 is a complete
turnaround from that of last year's, when the carrier canceled
as many as 100 flights in a day, due to problems in pilot
staffing, the Star Tribune relates.  Consequently, Northwest and
its pilots union agreed to implement new work rules which
reduced pilots' flight hours and providing them an incentive of
150% of their pay rate for flying more than 80 hours a month.

U.S. airlines are continuing to battle spiraling fuel prices
which almost doubled from a year ago, causing losses in almost
all of the major airlines for the second quarter of 2008, says
Mr. Welbes.  Specifically, United Airlines, Inc., posted the
largest loss of US$2.7 billion; American Airlines was hit by
US$1.4 billion; Delta Air Lines lost US$1.04 billion, US Airways
dropped US$567 million and Northwest Airlines, posted a
US$377 million loss.  The least hurt was Continental Airlines,
which lost US$3 million.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

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

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


NORTHWEST AIRLINES: CFO Disposes of 10,886 Common Shares
--------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated July 25, 2008, David M. Davis, executive vice
president and chief financial officer of Northwest Airlines
Corp., reported that on July 23, he disposed of 10,886 shares of
Northwest common stock at US$10 per share.  Mr. Davis disclosed
that he is deemed to beneficially own 197,296 shares of
Northwest common stock after the transaction.  

According to the SEC report, the shares were sold by Mr. Davis
pursuant to a Rule 10b5-1 trading plan dated May 29, 2008.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

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

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


NORTHWEST AIRLINES: Court Approves Settlement With M. Foret
-----------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York on a settlement with Mickey Foret,
a former executive vice president and chief financial officer of
Northwest Airlines, Inc. and chairman and chief executive
officer of Northwest Airlines Cargo, Inc.

As said by the Troubled Company Reporter on July 2, 2008, the
parties engaged in arm's-length negotiations to resolve all of
the Claims filed by Mr. Foret and Aviation Consultants.  The
terms of the settlement agreement include:

  (a) Mr. Foret and his spouse will receive airline pass travel
      privileges, and will be eligible for certain group medical
      coverage benefits;

  (b) Aviation Consultant's rejection damages claim relating to
      the Consulting Agreement will be reduced and allowed for
      US$1,020,000, with all its other Claims to be expunged;
      and

  (c) Mr. Foret's rights to indemnification pursuant the Plan
      will not be altered.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

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

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


NORTHWEST AIRLINES: Pilots Vote on Delta Merger Through Aug. 11
---------------------------------------------------------------
Pilots of Delta Airlines Inc. and Northwest Airlines, Inc.,
began voting July 14, 2008, on a joint labor agreement that will
essentially govern the terms of employment of both carrier's
pilots groups upon the closing of the Delta-Northwest merger,
the Atlanta Journal-Constitution reports.  Voting ends
Aug. 11, 2008.

Voting results will be determined separately as the pilot groups
are represented by separate units of the Air Line Pilots
Association, AJC says.

The Tentative Agreement provides for, among others, Delta's
agreement to issue shares of its common stock equal to (i) 3.5%
of the fully-diluted shares outstanding of Delta to Delta
pilots; and (ii) 2.38% of the fully-diluted shares outstanding
of Delta to Northwest pilots, when the merger closes.

According to AJC, the Northwest pilots union informed its
members of certain meetings it held with Delta pilots in
Chicago, Illinois, to continue talks on the integration of their
seniority lists.

Absent an agreement within the 30-day negotiating period, Delta
and Northwest pilot groups will go into binding arbitration to
establish a combined seniority list in November 2008, says the
report.

                        About Delta Air

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

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

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

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

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

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


NORTHWEST AIRLINES: Posts US$377 Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Northwest Airlines Corporation reported a second quarter 2008
net loss of US$377 million, or US$1.43 per share.  Reported
results include a net non-cash impairment charge of
US$547 million and a US$250 million gain associated with
marking-to-market out-of-period fuel hedges.  

These results compare to the second quarter of 2007 when
Northwest reported net income of US$2.1 billion, which included
US$1.9 billion related to reorganization items.

Excluding the net non-cash impairment charge, Northwest reported
second quarter 2008 net income of US$170 million versus the
second quarter of 2007 when the airline reported net income of
US$205 million before the impact of reorganization items.

Excluding taxes and out-of-period mark-to-market adjustments on
fuel hedges, Northwest paid US$3.45 per gallon for jet fuel in
the second quarter compared to US$2.04 a gallon in the second
quarter of 2007, an increase of 69.3 percent.  Northwest's total
fuel costs, excluding out-of-period hedge gains, increased by
US$637 million versus the prior year.

In commenting on second quarter results, Doug Steenland,
Northwest's president and chief executive officer said, “The
unprecedented run-up in oil prices continues to pose great
challenges for Northwest Airlines and the entire airline
industry.  In response, we have acted swiftly to reduce
capacity, preserve liquidity, aggressively manage our costs and
grow revenue through fare actions and additional fees and
charges.”

               Northwest and Delta Progress Toward
                  DOJ Approval and Integration;    
          Merger Expected to Close in 4th Quarter 2008

In April, Northwest announced an agreement to merge with Delta
Air Lines.  This merger is even more compelling in the current
environment and brings together two airlines that have both
successfully restructured and have unique and non-replicable
assets.

Since the merger announcement, integration planning teams
comprised of leaders from both Northwest and Delta have been
created.  These teams are making significant progress in the
efforts to integrate the two carriers after the merger closes,
which is expected to occur in the 4th quarter of 2008.

Since the merger announcement in April, these progress have been
made:

    -- Joint pilot contract.  Northwest and Delta announced
       that, subject to ratification, a joint pilot agreement
       that includes full seniority integration will be in
       place by the close of the merger.

    -- Combined Corporate Leadership Team.  Northwest and Delta
       recently announced the Senior Leadership team that will
       lead the new combined carrier when the merger is closed.
       Additionally, key Northwest and Delta leaders were
       identified who will continue to lead the two teams as
       the two airlines transition to a single operating
       certificate over the next 18-24 months.

    -- Shareholder approval vote.  It was announced that the
       shareholder approval vote for the merger will take place
       at Northwest's annual meeting on September 25th.

    -- Increased annual synergies estimate.  Northwest and Delta
       increased to US$2.0 billion the estimate of annualized
       steady-state synergies created by the merger.

    -- Decreased one-time transition costs.  The estimated one-
       time transition costs of the merger have been reduced to
       approximately US$600 million.

Mr. Steenland said, “When we first contemplated this merger at
the end of 2007, as oil was approaching US$100 a barrel, we knew
then that the right transaction would better position us to cope
with the fuel challenges that lay ahead. Based on our due
diligence, this deal met all the tests of the right transaction
-- one that would benefit our employees, customers, shareholders
and communities over the long-term.  Now, given the current fuel
environment, the merger makes even more sense as the resulting
synergies and cost-savings will better allow the combined
carrier to manage through these challenges as a stronger, global
competitor.”

Upon completion of the transaction, the merged carrier will
benefit from among the following competitive advantages: a
global, end-to-end network with little overlap; proven joint
venture relationships across the Trans-Atlantic; a strong
balance sheet and competitive cost structure; significant
revenue and cost synergies; manageable integration costs and the
harmonious integration of employee groups.

Mr. Steenland concluded, “Unlike previous airline mergers,
Northwest-Delta is a merger of choice.  Northwest and Delta are
the two strongest network airlines, with the strongest balance
sheets, liquidity positions and best-in-class cost structures in
the industry.”

               Second Quarter Financial Overview
                       Operating Revenues

Northwest's operating revenues for the second quarter rose to
US$3.6 billion, up 12.4% from last year.  Consolidated passenger
revenue increased by 10.0% versus the second quarter 2007 to
US$3.1 billion on 3.6% more available seat miles (ASMs),
resulting in a 6.1% improvement in revenue per available seat
mile (RASM).  This revenue growth was among the best in the
industry during the quarter.  Excluding the impact of fresh-
start accounting, consolidated RASM increased 4.7%.

Mainline passenger revenue increased by 5.4% versus the second
quarter 2007 to US$2.6 billion on 0.1% more mainline available
seat miles (ASMs), resulting in a 5.3%  improvement in revenue
per available seat mile (RASM) and a 0.1 percentage point
increase in load factor.  Excluding the impact of fresh-start
accounting, mainline RASM increased 3.8%.

Commenting on the airline's revenue performance, Tim Griffin,
Northwest's executive vice president of marketing and
distribution said, “Northwest continues to deliver strong
revenue performance.  The airline achieved a length-of-haul
adjusted domestic RASM that is 111.4% of the industry average
based on the most recent comparative data available.”  Griffin
added, “We are encouraged by the unit revenue growth we
experienced during the quarter.  Additional unit revenue growth
is expected due in part to the capacity reductions previously
announced, which will help to offset higher fuel expenses.”

                       Operating Expenses

Second quarter operating expenses of US$3.3 billion, excluding
the net non-cash impairment charge, were up US$504 million, or
17.8% year-over-year as the result of the US$637 million
increase in year-over-year fuel expense.  Excluding fuel costs,
the gain associated with marking-to-market out-of-period fuel
hedges, and the net non-cash impairment charge, operating
expenses increased by US$123 million year-over-year.  For the
quarter, Northwest's mainline unit costs per available seat mile
(CASM), excluding fuel and non-recurring items, increased 4.7%
year-over-year, which was favorable to prior guidance.  The
increase was primarily due to the continued impact of non-cash
emergence-related items and integration expenses related to the
merger with Delta.  Excluding the impact of these items, second
quarter CASM excluding fuel increased 1.0%.

Dave Davis, Northwest's executive vice-president and chief
financial officer, said, “Our strong second quarter ex-fuel CASM
performance demonstrates Northwest's continued focus on prudent
cost control.”

Fuel continues to be Northwest's single largest cost,
representing 43.7 percent of the company's second quarter
operating expenses, excluding the net non-cash impairment charge
and out-of-period mark-to-market adjustments on fuel hedges.  
Northwest had previously hedged approximately 40 percent of its
fuel exposure for the quarter and realized US$43 million in
value from settled fuel hedge contracts during the quarter.  As
of July 21st, Northwest has hedged approximately 63% of its
third quarter requirements, 56% of its fourth quarter
requirements and 215 of its first quarter 2009 fuel
requirements.

             US$547 Million Non-cash Accounting Charge

Northwest finalized the goodwill impairment testing that
resulted in the US$3.9 billion charge reflected in the first
quarter of 2008.  As a result, it was determined that an
additional net non-cash impairment charge of US$547 million was
required.

           Strong Total Cash Position of US$3.7 billion

Northwest ended the quarter with US$3.3 billion in unrestricted
cash and US$424 million in restricted cash.  The restricted cash
balance includes a funded tax trust of US$255 million that was
established in 2002.  On July 15th, Northwest closed a financing
of unencumbered aircraft and engines that generated
approximately US$180 million in additional liquidity.  These
proceeds will be reflected in Northwest's third quarter ending
cash balance.

In addressing Northwest's liquidity, Mr. Davis said, “Despite
the significant year-over-year increase in fuel related expenses
during the quarter, Northwest has maintained among the strongest
liquidity positions in the industry.  Including the value of
Northwest's funded tax trust that was established in 2002, the
airline's quarter ending liquidity was US$3.5 billion, or 26.6%
of trailing 12 months revenue.”

               Northwest's Continued Response to
                    Extraordinary Fuel Costs

In response to the record increases in fuel-related costs,
during the second quarter, Northwest announced these
initiatives:

    1. Fourth Quarter 2008 Capacity, Fleet and Personnel
       Reductions

       -- Capacity Reductions.  Northwest will reduce its
          fourth quarter 2008 system mainline capacity
          (domestic and international) 8.5 percent - 9.5
          percent versus the fourth quarter of 2007.

       -- Fleet Changes.  As a result of the reduced capacity,
          Northwest is removing a combination of 14 B757s and
          Airbus narrowbody aircraft from the fleet.  In
          addition, the DC9 fleet will be reduced from 94
          aircraft at the start of 2008 to 61 aircraft
          (20 DC9-30s and 41 DC9-40s/50s) by year-end.  The
          airline also continues to take delivery of its 76-
          seat regional aircraft.  The 76-seat fleet, which
          will grow to 36 Embraer EMB-175s and 36 Bombardier
          CRJ900s by year-end, is approximately 30 percent
          more fuel efficient than the DC9s.

       -- Personnel Reductions.  As a result of the fuel price
          driven flight reductions, Northwest is reducing its
          front line and management personnel by 2,500.  All
          Northwest employee groups will be affected.  The
          reductions are being achieved first through a variety
          of voluntary programs including early-out programs,
          voluntary leaves, work rule modifications and
          attrition.  Furloughs will be employed if voluntary
          means fail to achieve the targeted reductions.

    2. Revenue Enhancements/Fees Expect to Generate US$250
       million to US$300 million annually

       -- Fees for Checked Bags.  Northwest matched
          competitors' plans to charge US$15 for the customer's
          first checked bag.  The new policy applies to tickets
          sold on or after July 10, for travel starting Aug. 28,
          throughout the U.S. as well as travel between the U.S.
          and Canada.  Northwest also charges US$25 for a second
          checked bag and US$100 for the third and subsequent
          additional checked bags.  Frequent flier elites are
          exempt from the policy, along with full-fare coach
          passengers.

       -- Fees for Award Tickets.  Northwest also implemented a
          fuel-related service fee for WorldPerks(R) award
          tickets.  For WorldPerks(R) Award tickets issued in
          North America on or after September 15, 2008,
          Northwest will charge US$25 for domestic tickets,
          US$50 for Trans-Atlantic tickets, and US$100 for
          Trans-Pacific travel.

       -- Fees for Ticket Changes.  Northwest also increased
          fees for ticket changes.  Starting July 9, the fee
          for domestic non-refundable ticket changes increased
          from US$100 to US$150.  International ticket change
          fees increased by an additional US$50 to US$150 per
          ticket, depending on class of service and other
          restrictions.

                    About Northwest Airlines

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

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

(Northwest Airlines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                          *     *     *

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

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


POLYMER GROUP: S&P Trims Corp. Credit Rating to 'B+' from 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Polymer Group Inc. to 'B+' from 'BB-' and the rating
on Polymer's senior secured bank loan to 'BB-' from 'BB'.  The
outlook is negative.
   
“The downgrade reflects our expectation that the company will
not be able to strengthen its financial profile to the level
necessary to support the former ratings because of escalating
raw material costs, difficult economic conditions, and
competitive pricing in some markets,” said Standard & Poor's
credit analyst Cynthia Werneth.
   
Although S&P are increasingly concerned about the effect of
extraordinarily high raw material costs on liquidity, S&P
believes that the company can continue to pass on those cost
increases to customers with a lag and maintain sufficient
liquidity by lowering capital spending.  At March 29, 2008,
total debt, adjusted to include capitalized operating leases and
modest off-balance-sheet receivables financing and
postretirement obligations, was about US$460 million.
   
The ratings on Charlotte, North Carolina-based Polymer Group
reflect a vulnerable business risk profile and highly leveraged
financial profile.
   
S&P could lower the ratings if raw material cost inflation or
other operating challenges cause liquidity to narrow to
unacceptable levels.  A downgrade could also result if operating
performance deteriorates to the extent that the funds from
operations to debt ratio drops to the 10% area, or if the
company unexpectedly initiates acquisitions or shareholder
rewards before the financial profile has strengthened.  
Conversely, S&P could revise the outlook to stable if operating
performance stabilizes at about current levels and liquidity
concerns abate.

Headquartered in Charlotte, North Carolina, Polymer Group Inc.
(OTC:POLGA) -- http://www.polymergroupinc.com/-- is a global     
manufacturer and marketer of nonwoven and oriented polyolefin
products.  The company supplies engineered materials to a number
of consumer and industrial product manufacturers in the world.  
The company's product offerings are sold to converters that
manufacture a range of end-use products.  It is also a producer
of spunmelt and spunlace products, and employs a range of
nonwovens technologies that allow it to supply products tailored
to customers' needs.  The company develops, manufactures and
sells an array of products.  The company has operations in
Argentina.



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

GLOBAL ENVIRONMENTAL: Spectrum to Deploy Global Biosphere System
----------------------------------------------------------------
Global Environmental Energy Corp. Philippine Licensee, Spectrum
Blue Steel Corporation reported the forging of a consortium
agreement with Al Manhal International Group of Abu Dhabi, UAE,
to market the Global Environmental Biosphere system and
technology in Gulf, Arab, African, other Asian and European
countries.

In an announcement by Ronald Flynn, Spectrum Blue Steel-Al
Manhal Consortium chairperson, he stated that the agreement made
would allow both Spectrum and Al Manhal to jointly market
directly to countries, cities, and governmental entities to
solve the environmental problems in landfills and dumpsites.  
The ultimate goal of the partnership is to create a Zero Waste
environment at the same time bring in cheap energy and providing
clean water to these communities.

Spectrum's Ronald Flynn and Suhail M. Al. Dhaheri, Chairperson
and Chief Executive Officer of Al Manhal have mutually agreed a
cooperation and contemplate that they will collaborate in the
marketing of the Biosphere process and technology.

It could be noted that Spectrum Blue Steel Corp. got the
Biosphere Technology License Agreement from Biosphere
Development Corporation to work in the Philippines and in
Nevada, California and Utah, all of United States.  Under the
new agreement, Spectrum and Al Manhal has identified the new
strategies and scheme in presenting the alternative solution to
global warming in Gulf, Arab, some European and Asian countries.

This company's Blue print for operation is to deploy a “zero
waste” municipal solid waste treatment alternative using the
Biosphere process.  This Biosphere Technology meets and exceeds
all international environment requirements in any jurisdiction.

A Biosphere is a gasification process was developed by Dr. Chris
McCormack, of Global Environmental Energy Corporation.  The
process begins with waste delivered to the Biosphere Chamber,
being converted into clean combustible gas.  This end-product is
used to produce electricity in a combined cycle gas/steam
turbine.  Heat generated by the system can be used to produce
electricity, superheat steam, heat boiler water, and
distil/desalinate seawater.  This proven technology can
eliminate solid and liquid waste, reduce current landfill volume
by about 95 percent; recover brown landfill site for
development; generate 5 to 7 megawatts of continuous power/hour;
distil up to 53,000 gallons of drinking water per unit per hour
and produce inert ash to be sold to the commercial and
industrial market.

Spectrum is a domestic corporation duly registered under the
laws of the Philippines and holds an exclusive license to the
Biosphere Technology from Global Environmental, a fully
integrated energy company whose interests include electrical
power generation, oil and gas exploration and production, clean
coal and waste management technologies.

Headquartered in Nassau, Bahamas, Global Environmental Energy
Corp. (Deutsche Borse: GLI; OTC Bulletin Board: GEECF) --
http://www.geecf.ru-- is engaged in traditional oil and gas    
exploration and production, alternative energy sources,
environmental infrastructure and  electrical micro-power
generation through its subsidiaries, Sahara Petroleum
Exploration Corp. and Biosphere Development Corp.

                           *      *       *

As of May 31, 2007, Global Environmental Energy Corp. reported a
total stockholders' deficit of US$71,549,591 compared to
US$55,609,865 total stockholders' deficit on May 31, 2006.



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

SEA CONTAINERS: Files Joint Ch. 11 Plan and Disclosure Statement
----------------------------------------------------------------
Sea Containers Caribbean Inc., Sea Containers Ltd., and Sea
Containers Services Ltd. delivered a joint plan of
reorganization and disclosure statement to the U.S. Bankruptcy
Court for the District of Delaware on July 31, 2008.

The Plan contemplates the transfer of the Debtors' direct and
indirect interests in their marine and land container leasing
business to Newco, the entity to which SCL will transfer its
remaining container interests, and certain additional
consideration, in exchange for Newco (i) equity, and (ii) cash,
which will be funded from an exit facility, that will be used
for, among other things, repayment of the Debtors' DIP Facility.

SCL's Container Interests include equity interests in SPC
Holdings, Ltd., and SCL's indirect ownership of Classes A and B
Quotas in GE SeaCo SRL, the joint-venture entity between SCL and
General Electric Capital Corporation.

The Newco Equity, which value derives in large part from the
value of SCL's interests in GE SeaCo, will be subject to
holdbacks and trusts set aside for certain claims, and will be
distributed on a pro rata basis to holders of allowed claims.  
By lending its cash to Reorganized SCL, Newco will receive the
Newco Repatriation Note from Reorganized SCL.  Subject to any
priority claims and the post-emergence costs, the Newco
Repatriation Note will be payable by Reorganized SCL from
proceeds received on account of certain intercompany claims and
interests, and other property of the bankruptcy estates,
including any residual value that reverts to Reorganized SCL
from the trusts and reserves established under the Plan.

Prior to the date of bankruptcy, the Debtors initiated a
restructuring program, and divested themselves of various non-
container-leasing businesses, which included passenger rail
transportation, passenger ferry operation, and hotel operation.  
Subsequent to the bankruptcy filing, they continued their
prepetition restructuring initiatives, including selling Non-
Container-Leasing Businesses during the Chapter 11 cases.  While
SCL has completed a significant portion of the divestitures and
asset sales, under the Plan, the Debtors expect to complete the
sale of their remaining Non-Container-Leasing Businesses and
wind-down and liquidate the remaining Non-Debtor Subsidiaries.

The Debtors anticipate that, under the Plan, the assets of Newco
primarily will consist of the Container Interests, causes of
action relating to Container Interests, and a note issued to
Newco for repayment of certain cash lent by Newco enabling the
Reorganized SCL to repay the balance of the DIP Facility, and
fund Reorganized SCL's wind-down costs.

                   Establishment of Reserves

To ensure that directors from Non-Debtor Subsidiary do not seek
to enforce Intercompany Claims, the Plan contemplates the
establishment of a Non-Debtor Subsidiary Reserve, which will be
held by the Non-Debtor Subsidiary Trustees, and will consist of
certain cash and Newco Equity that will be available to fund
payments to certain currently known creditors of the Non-Debtor
Subsidiaries.  The Plan provides that any residual property
other than Newco Equity from the reserve will revert to the
Reorganized SCL, and, after payment of the Post-Emergence Costs,
be used to pay down the Newco Repatriation Note.

The Plan also contemplates the establishment of the Equalization
Claim Reserve, which will be administered by the Equalization
Trustees, to be used to satisfy any valid Equalization Claim and
certain other employee claims related to equalization of the
Pension Schemes.

Any residual property other than Newco Equity from the
Equalization Claim and Non-Debtor Subsidiary Reserves will
revert to Reorganized SCL, and, after payment of the Post-
Emergence Costs, will be applied to pay down the Newco
Repatriation Note.  Any residual Newco Equity contained in the
reserves will be canceled.

After distribution of Newco Equity, the Reorganized SCL will be
wound-down and dissolved in accordance with Bermuda law, where
SCL was incorporated, and the residual cash realizations, if
any, after payment of the Newco Repatriation Note, will be
distributed to the holders of Allowed Claims.

             U.K. and Bermuda Scheme of Arrangements

In light of SCL being incorporated in Bermuda, and SCSL being
registered under the laws of England & Wales, the Debtors
determined that certain arrangements are necessary to ensure
that their joint plan of reorganization can be implemented under
the laws of Bermuda, and England & Wales.

The Debtors note that the effectiveness of the Bermuda Scheme of
Arrangement and the U.K. Scheme of Arrangement is a condition to
consummation of the Plan.

To recall, after commencement of the Chapter 11 cases, the
Debtors filed winding-up proceedings in Bermuda, and the Supreme
Court of Bermuda appointed John C. McKenna and Gareth H. Hughes
to serve as joint provisional liquidators to monitor the general
progress of the cases.

To implement the Plan with respect to SCL, the Debtors will seek
the approval of the Bermuda Scheme of Arrangement from the
Bermuda Court. The arrangement, together with the Disclosure
Statement and other materials, will be circulated to all of
SCL's known unsecured creditors, except for any employees that
have or may assert claims that give rise to equalization-related
employee claims as these claims will not be compromised under
the Bermuda Arrangement.

The UK. Scheme of Arrangement, along with certain other
measures, will ensure that the Pension Settlement and certain
aspects of the Plan are implemented in the U.K.  The U.K.
Arrangement, along with schemes in relation to certain Non-
Debtor Subsidiaries are necessary as a result of English
regulatory requirements.  The U.K. Arrangement, together with a
separate explanatory statement will be submitted to the High
Court of England & Wales for approval, and will be circulated to
creditors, whose claims will be compromised under the U.K.
Arrangement.

Creditors under each of the Bermuda Scheme of Arrangement and
the U.K. Scheme of Arrangement will receive the same treatment
they received under the Plan.  The Bermuda Scheme of Arrangement
and the U.K. Scheme of Arrangement provide for distributions to
Creditors on the same terms as the Plan.

                Newco Common Stock Certificates

Newco intends to initially issue the Newco Equity in book entry
form only, and will be deposited in the form of common stock
certificates registered in the name of The Depository Trust
Company.  Holders of Allowed Claims may hold their beneficial
interests in the Newco certificates directly through the
Depository, or indirectly through organizations with accounts
with the Depository, a limited-purpose trust company organized
under the laws of the State New York, and a member of the
Federal Reserve System.

        Ongoing Negotiations with Creditors Committees

The Debtors and their two creditors committees -- the Official
Committee of Unsecured Creditors of Sea Containers Ltd., and the
Official Committee of Unsecured Creditors of Sea Containers
Services Ltd. -- continue to discuss certain corporate
governance matters with respect to Newco.  The terms of the
corporate governance will be reflected in the Plan supplement
documents to filed prior to the Plan's confirmation, and certain
additional documents may be prepared to reflect any potential
resolutions.  If confirmation issues are not resolved to the
Creditors Committees' satisfaction, all parties reserve their
rights, including the right to address them at the Confirmation
Hearing.

             Pension Settlement and Implementation

Under the Pension Settlement, which is in full and final
satisfaction of all of the Pension Claims against SCL, SCSL, and
the Non-Debtor Subsidiaries, the 1983 Pension Scheme will
receive a US$153,800,000 allowed unsecured claim against SCL,
and the 1990 Pension Scheme will receive a US$40,200,000 allowed
unsecured claim against SCL, plus the establishment of an
Equalization Claim Reserve on account of a US$69,000,000
Equalization Claim.

The Debtors expect that the Court will issue an opinion
regarding the Pension Settlement shortly.  They disclose that
they have prepared the Plan and the Disclosure Statement
assuming that the Court will approve the settlement.  The
Debtors believe that consummation of the Plan is highly unlikely
absent settlement of the Pension Claims, and that under that
circumstances, projected recoveries and actual distributions
would be materially reduced from those reflected in the
Disclosure Statement.

                      Establishing Newco

Prior to the Plan's effective date, the Debtors will take the
steps necessary to form Newco as a valid and legally existing
Bermudian corporation.  Newco's specific formation documents
will be included in the Plan Supplement.  On the Effective Date,
the Debtors will transfer and assign all rights, title, and
interests in the Container Interests to Newco, free and clear of
any claims or liens.

After its establishment, Newco will issue all Newco Equity,
certificates and other documents as required by the Plan.  The
Plan Administrator will be authorized to, among other things,
distribute Newco Equity on a pro rata basis to holders of
Allowed SCL Other Unsecured Claims and Holders of Allowed
Pension Schemes Unsecured Claims.

The board of directors of Newco will consist of seven members,
provided that no director may be a person, whose appointment is
prohibited under the terms of the GE SeaCo Framework Agreement.  
The Debtors will disclose in the Plan Supplement the identities
and affiliations of any person proposed to serve as a board
member of Newco, and the nature of compensation for any member
of the board, who is an insider.

After the Plan Effective Date, operation, management and control
of Reorganized SCL will be the general responsibility of the
Bermuda Court-appointed joint provisional liquidators, Messrs.
McKenna and Hughes, pursuant to the Bermuda Scheme of
Arrangement and Bermuda law.

Reorganized SCSL will be managed by SCSL liquidators or
administrators, which will take appropriate steps to implement
the U.K. Scheme of Arrangement and liquidate Reorganized SCSL in
accordance with English law.  After the Effective Date,
Reorganized SCC and Non-Debtor Subsidiaries will also be managed
by their liquidators.

                         Exit Facility

On the Effective Date, Newco will enter into an exit facility
(i) to obtain the funds necessary to acquire the Container
Interests from SCL at fair value and to provide a loan to
Reorganized SCL for the satisfaction of the DIP Facility, (ii)
to pay expenses in connection with the Exit Facility, and (c)
for working capital and capital expenditures.

The Debtors note that they have not yet received a commitment
with respect to the Exit Facility but they are engaged in
extensive negotiations with regards the Facility, which terms
remain subject to further negotiation and entry into a binding
term sheet.  

Therefore, although they believe that they will be able to
obtain the Exit Facility on acceptable terms, there can be no
assurance that they will ultimately be able to do so, the
Debtors further noted.  The Exit Facility and the supporting
documentation will be executed prior to the Effective Date.

Confirmation of the Plan will be deemed approval of the Exit
Facility, and authorization for Newco to enter into and execute  
Exit Facility documents.

If the Debtors cannot secure exit financing, the Plan cannot be
confirmed.

        Dissolution of the Non-Debtor Subsidiary Trust

On the earlier of Dec. 31, 2010, or two days after the date
when each Non-Debtor Subsidiary Trust Claimant has received its
payment, the trust will be dissolved, and all the trust's
remaining assets, excluding Newco Equity, will be transferred to
the Reorganized SCL for payment of the Newco Repatriation Note
and other distribution.  All Newco Equity in the trust will be
canceled.

                   Schedules and Deadlines

The Debtors have notified parties-in-interest that the Court
will convene a hearing on Sept. 4, 2008, at 10:00 a.m., to
consider approval of the Disclosure Statement.  Parties have
until Aug. 28 to file objections to the Disclosure Statement's
approval.

The Debtors further note that the hearing to consider
confirmation of their Plan will be on Nov. 10, 2008, with
objections due on November 1.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at:

              http://researcharchives.com/t/s?305e

A full-text copy of the Debtors' Joint Disclosure Statement is
available for free at:

              http://researcharchives.com/t/s?305f

                      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. (Sea Containers Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Discloses Classification & Treatment of Claims
--------------------------------------------------------------
Under the Joint Plan of Reorganization, all claims against the
Sea Containers Ltd. and its debtor-affiliates, other than DIP
Facility Claims, Administrative Claims and Priority Tax Claims,
are classified into five classes:

                           Estimated
Class   Description         Recovery    Plan Treatment
-----   ------------        -------     --------------
   1    Other Secured          100%     Paid in full, in cash
        Claims                          or satisfied in full by
                                        return of collateral

  2A    SCL Other              100%     Paid in full in cash
        Priority Claims

  2B    SCL Other           47%-61%     Pro Rata share of SCL
        Unsecured Claims                unsecured distribution

  2C    SCL Pension         47%-61%     Per Pension Settlement,
        Schemes Claims                  pro rata share of SCL
                                        unsecured distribution

  3A    SCSL Other          45%-60%     Pro Rata share of SCL
        Unsecured Claims                unsecured distribution

  3B    SCSL Pension        47%-61%     Per Pension Settlement,
        Schemes Claims                  pro rata share of SCL
                                        unsecured distribution

  4A    SCC Pension         47%-61%     Per Pension Settlement,
        Schemes Claims                  pro rata share of SCL
                                        unsecured distribution

  4B    SCC Interests          100%     Reinstated under the
                                        Plan

   5    SCL Common Stock        N/A     Not entitled to receive
        Interests                       any distribution or
                                        retain any property

The holders of Allowed Claims in Classes 2B, 2C, 3A, 3B and 4A,
which are impaired, are entitled to vote to accept or reject the
Plan.  Holders of Allowed Claims in Classes 1, 2A and 4B, which
are not impaired, are deemed to accept the Plan and, therefore,
are not entitled to vote on the Plan.  

Holders of claims in Class 5 will not receive any distribution
under the Plan and are, therefore, deemed to reject the Plan.
They are likewise not entitled to vote to accept of reject the
Plan.

The projected recoveries are based on certain assumptions
contained in the Plan's recovery analysis, including an assumed
value of Newco Equity of US$323,000,000 to US$403,000,000 in
aggregate, based on commonly accepted valuation techniques.

The range of recovery for holder of most Classes of unsecured
claims is based on various assumptions, including total assets
available to pay the holders of approximately US$331,000,000 to
US$431,000,000, and approximately US$705,000,000 of final
unsecured claims against Sea Containers Ltd., including a
US$69,000,000 Equalization Claim.

The Debtors believe that the Plan is in the best interest of all
of their creditors.  The Debtors recommend that all holders of
claims against, and interests in, the Debtors, whose votes are
being solicited submit ballots to accept the Plan.

                      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. (Sea Containers Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WHITE MOUNTAINS: Posts US$66 Million Net Loss in 1st Half 2008
---------------------------------------------------------------
White Mountains Insurance Group, Ltd., ended the second quarter
with an adjusted book value per share of US$444, which was
essentially flat for the quarter and an increase of 6% for the
past twelve months, including dividends.

Chairperson and Chief Executive Officer, Ray Barrette said, “It
was a mixed quarter.  As previously reported, we did a thorough
review of reserves at White Mountains Re, which resulted in
US$51 million of net adverse development and a 114% combined
ratio in our reinsurance business.  However, OneBeacon had a
good quarter growing book value per share by 2.2%, and Esurance
showed an 8-point improvement in its combined ratio.  Investment
results were slightly positive overall in another difficult
quarter in financial markets as our equities were up 3% while
the S&P 500 fell 3%.”

White Mountains has changed its principal financial reporting
measure from “fully diluted tangible book value per share" to
"adjusted book value per share”.  The difference between the two
measures is that adjusted book value per share includes
unamortized intangible assets, while fully diluted tangible book
value per share does not.  The company determined that adjusted
book value per share is a better financial reporting measure
than fully diluted tangible book value per share principally
because it includes the value of future commissions on acquired
business in force from Answer Financial, which was first
recorded as an intangible asset during the second quarter of
2008 and totaled US$49 million as of June 30, 2008.  Trends
in adjusted book value per share have not historically diverged
noticeably from trends in fully diluted tangible book value per
share.  Adjusted book value per share is a non-GAAP financial
measure and has been presented retroactively for all periods
herein.

Adjusted comprehensive net loss for the second quarter of 2008
was US$17 million, compared to US$90 million of adjusted
comprehensive net income in the second quarter of last year.
Adjusted comprehensive net loss for the first six months of 2008
was US$17 million, compared to US$193 million of adjusted
comprehensive net income in the first six months of last year.

Net loss for the second quarter was US$9 million, compared to
net income of US$103 million.  Net loss for the first six months
of 2008 was US$66 million, compared to net income of US$195
million.

                           OneBeacon

OneBeacon's adjusted book value per share increased by 2.2% in
the quarter and 8.3% in the past twelve months, including
dividends.  The GAAP combined ratio for the second quarter of
2008 was 94% compared to 97%, while the GAAP combined ratio for
both six-month periods was 97%.

OneBeacon CEO, Mike Miller said, “We had a good quarter driven
by strong underwriting results and positive investment returns.
Our 94% combined ratio reflects good underwriting results from
all parts of our business.  The highlight of the quarter from a
top-line perspective was the very strong start in our Hagerty
partnership, which contributed significantly to our 9% overall
premium growth for the period.  We are pleased with most aspects
of our results and will continue to focus on underwriting
discipline and capital management.”

Net written premiums were US$530 million for the quarter and
US$955 million for the first six months, an increase of 9% and
3% from the comparable periods of 2007.  Specialty Lines
premiums, which includes collector car and boat business in the
2008 periods, increased by 45% and 31%, Commercial Lines
premiums increased by 4% and 1% and Personal Lines premiums
decreased by 6% and 11% for the second quarter and the first six
months of 2008 versus the comparable periods of last year.

During the quarter, OneBeacon redeemed the US$300 million
Berkshire preferred stock and completed share repurchases of
approximately US$9 million.  In addition, OneBeacon's settlement
of all outstanding disputes with Liberty Mutual Insurance Group
resulted in a US$9 million pre-tax charge in the quarter.

                       White Mountains Re

White Mountains Re's GAAP combined ratio for the second quarter
of 2008 was 114% compared to 90%, while the GAAP combined ratio
for the first six months of 2008 was 104% compared to 95%.  The
increase in combined ratios was primarily due to net unfavorable
loss reserve development of US$51 million and US$84 million for
the second quarter and first six months of 2008 compared to
US$18 million and US$26 million of favorable loss development
recognized in the comparable prior periods.  The unfavorable
loss reserve development was primarily the result of a
comprehensive review of loss reserves completed in the second
quarter of 2008.  The reserve review resulted in US$140 million
of unfavorable development recorded at White Mountains Re
America (formerly known as Folksamerica), predominantly
attributable to casualty reinsurance written in the 1996-2002
underwriting years, partially offset by US$85 million of
favorable development recorded at White Mountains Re Sirius,
mainly attributable to property reinsurance.

White Mountains Re CEO, Allan Waters said, “We are disappointed
with these results and our need to increase reserves again.  But
we dug deep into our casualty reserves and made our best attempt
to put these issues behind us.  Going forward, I have great
confidence in Dwight Evans and the rest of the new management
team at White Mountains Re America.  Through six months
catastrophe activity has been relatively light, and the expected
loss ratios on the business we are currently writing remain
attractive.  The top line is shrinking due to market conditions
as we maintain our underwriting discipline.  Our balance sheet
and capital position are solid.”

Gross written premiums were down 23% for the quarter and 15% for
the first six months, while net written premiums were down 23%
for the quarter and 16% for the six months.  These decreases
occurred in almost every line of business, especially in
casualty.

                           Esurance

Esurance's GAAP combined ratio for the second quarter of 2008
was 105% compared to 113%, while the GAAP combined ratio for the
first six months of 2008 was 109% compared to 112%.  Esurance's
loss ratio was 75% and 78% for the second quarter and first six
months of 2008 compared to 78% and 77% for the comparable
periods in 2007.  Rate increases and lower claims frequency
offset rising severity costs in 2008.  In addition, the second
quarter and first six months of 2008 did not include any adverse
loss reserve development, while loss results for the second
quarter and the first six months of 2007 included adverse
development of 4 points and 2 points, respectively.  The expense
ratio decreased to 30% and 31% for the quarter and six months
ending June 30, 2008, compared to 35% for both of the comparable
prior year periods, driven by reduced acquisition costs.

Esurance CEO, Gary Tolman stated, “We are pleased by our
improved underwriting results in the second quarter.  The rate
increases we have taken are beginning to favorably impact loss
results, while higher gas prices have reduced driving and, thus,
claim frequency.  Our growth rate has slowed as we have focused
on improving loss results and have reduced marketing spend.  The
investment in Answer Financial is expanding our platform to meet
the needs of insurance shoppers and should improve our growth
over time.”

Gross written premiums for Esurance were US$199 million for the
second quarter and US$430 million for the first six months, an
increase of 6% and 9% from the comparable periods of 2007.
Direct premiums for the trailing twelve months were
US$835 million.  Controlled premiums, including premiums paid by
Answer Financial customers, have reached about US$1.2 billion.  
The Esurance segment has approximately 780,000 policies-in-
force, including almost 280,000 policies at Answer Financial.

On July 30, 2008, White Mountains acquired the remaining equity
and debt interests from the minority owner of Answer Financial
for approximately US$46 million.  As a result, the company now
owns 100% of Answer Financial.

                        Other Operations

White Mountains' Other Operations segment's pre-tax income for
the second quarter of 2008 was US$6 million, compared to US$10
million.  For the first six months of 2008, pre-tax loss was
US$24 million, compared to pre-tax income of US$6 million.  For
both periods in 2008, the value of the company's investment in
Symetra warrants decreased due to a decline in the valuation
of stocks in the life insurance sector.  For the second quarter
of 2008, the value of Symetra warrants decreased by US$7 million
compared to an increase in value of US$5 million in last year's
second quarter, while the value of Symetra warrants decreased by
US$11 million over the first six months of 2008 compared to an
increase in value of US$8 million in the first six months of
last year.  The second quarter also included US$12 million in
gains from the Life Re business as a result of the mark-to-
market valuation of Life Re's assets and liabilities, while the
first six months of 2008 included US$9 million of losses from
the Life Re business.

During the quarter, the company completed share repurchases of
approximately US$8 million.

                    Investment Activities

The GAAP total return on invested assets for the second quarter
and the first six months of 2008 was 0.4% and 0.9% compared to
1.6% and 3.5% in the comparable periods of 2007.  Net investment
income was US$112 million in the second quarter and
US$229 million in the first six months, versus US$127 million
and US$245 million in comparable periods of last year.

President of White Mountains Advisors, Mark Dorcus said, “It was
another tough quarter for the markets as the economy moved
closer to recession, inflation refused to fade, and financial
institutions continued the string of spectacular write-downs of
their asset values.  Despite a significant decline in the bond
market and further erosion in the equity markets, we were able
to post a modest positive result for the overall portfolio.  As
a result of our conservative positions and focus on security
selection, our bonds slid only 0.2%, while our equities gained
just over 3%.  The Lehman Aggregate Index was down 1% and the
S&P 500 dropped 2.7%.”

Effective Jan. 1, 2008, the company adopted FAS 159 and elected
to record the changes in unrealized gains and losses from nearly
all of its investment portfolio in net income.  In prior
periods, these changes have been included in other comprehensive
income rather than in net income.  Accordingly, net income
(loss) and pre-tax income (loss) for 2008 periods are not
directly comparable to such measures for 2007 periods.  White
Mountains' pre-tax income for the quarter included US$54 million
of net unrealized investment losses and US$5 million of net
realized investment losses, compared to US$89 million of net
realized investment gains in the second quarter of last year.
White Mountains' pre-tax income (loss) for the first six months
included US$159 million of net unrealized investment losses
and US$18 million of net realized investment losses, compared to
US$163 million of net realized investment gains in the first six
months of last year.

                     Additional Information

The company expects to file its Form 10-Q with the Securities
and Exchange Commission on or before Aug. 11, 2008 and urges
shareholders to refer to that document for more complete
information concerning White Mountains' financial results.

                     About White Mountains

Headquartered in Hamilton, Bermuda, White Mountains Insurance
Group, Ltd. -- http://www.whitemountains.com-- through its  
subsidiaries, operates property and casualty insurance, and
reinsurance businesses.  Founded in 1980, the company offers its
products and services in the United States, Europe, Canada, the
Caribbean, Latin America, and Asia.  The company traded on the
New York Stock Exchange and the Bermuda Stock Exchange under the
symbol WTM.

                       *      *      *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
A.M. Best affirmed its 'bb' rating on 250 million non-cumulative
perpetual preference shares of White Mountains.  The rating
agency said that the outlook for all ratings is stable.



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

BANCO NACIONAL: Moody's Assigns B2 Foreign Currency Debt Rating
---------------------------------------------------------------
Moody's Latin America has assigned an Aa3.bo National Scale debt
rating to Banco Nacional de Bolivia's subordinated debt program
amounting to US$20 million (Programa de Emisiones de Bonos
Subordinados BNB).

The Aa3.bo Bolivia's national scale debt rating was also
assigned to the expected first issuance of the program, totaling
US$10 million due in 2014.

At the same time, Moody's Investors Service assigned a B2 global
foreign-currency debt rating to both the program and its first
issuance.

The outlook on all ratings is stable.

Moody's noted that subordination was taken into consideration in
the assignment of the debt rating.  Subordinated debt is usually
rated one notch below the global local currency senior rating.
However since this debt is issued in foreign currency, it is
capped by Moody's B2 Bolivian country ceiling for foreign
currency debt.

These ratings were assigned to Banco Nacional de Bolivia's
US$20 million subordinated debt program and its first
US$10 million issuance:

  -- Global Foreign-Currency Debt Rating: B2, stable outlook

  -- Bolivia National Scale Foreign currency Debt Rating:
     Aa3.bo, stable outlook

Headquartered in La Paz, Bolivia, Banco Nacional de Bolivia SA
is a universal bank formed in 1872.  Owned by the Bedoya and
Saavedra Groups, the bank had assets of BOB7.7 billion and
deposits of BOB6.9 billion, as of June 30, 2008.



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

AMERICAN AXLE: S&P Lowers Corp. Credit & Debt Ratings to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on Detroit-based American Axle Manufacturing &
Holdings Inc. to 'B+' from 'BB-'.  The outlook is negative.
   
At the same time, S&P lowered its issue-level ratings on
American Axle's unsecured debt to 'B+' from 'BB-'.  The recovery
rating of '3', indicating an expectation of meaningful (50% to
70%) recovery in the event of a payment default, was not
changed.
   
“The downgrade and negative outlook reflect our view that Axle's
credit measures will deteriorate even more than we previously
expected in the face of a very challenging North American market
for light trucks, which represent most of American Axle's
sales,” said Standard & Poor's credit analyst Lawrence Orlowski.
   
Management expects 2008 revenue to fall 30% from 2007 levels;
S&P believes the revenue decline could be larger.  The U.S.
economy is weak as a result of falling housing prices and
tightening credit standards, thereby dampening consumer
confidence and overall demand.  In addition, all automakers are
taking steps to permanently reduce light-truck production over
the next few years in favor of increasing capacity for passenger
cars.
   
S&P expects U.S. light-vehicle sales to be 14.4 million units in
2008, the lowest in 15 years and down sharply from 16.1 million
units in 2007.  S&P expects sales to fall further in 2009, to
about 14.1 million units, as the economy remains weak and
housing prices and consumers' access to credit remain under
pressure.  S&P estimates that there is a 20% chance that auto
sales in 2008 and 2009 could plummet to 13.6 million and
11.7 million units, respectively, which would present an
overwhelming challenge for the Michigan-based automakers and
auto suppliers.
   
But even in the absence of that scenario, the shift in demand
away from light trucks is the most immediate challenge for
American Axle.  Higher energy prices have accelerated the
ongoing shift in consumer preferences away from full-size pickup
trucks and SUVs.  During the past few months, industrywide sales
of SUVs plunged from the previous year's levels -- down 32.5% in
the first six months of 2008.  The drop in June was even more
severe -- 39.8%.  S&P believes industrywide demand for SUVs has
been permanently reduced, caused recently by high gasoline
prices.
   
Tempering these challenges are the substantial cost benefits to
be realized over the next 18 months from the new contract with
the United Auto Workers.  American Axle's new labor agreement
reduces the all-in wage costs by more than 50%; defined benefit
plans are frozen and replaced by defined contribution plans; and
health care expenses are shared with employees through premium
sharing, higher deductibles, and co-pays.  In addition, the
agreement gives the company better operational flexibility: For
instance, job classifications are reduced substantially, there
is a no-strike provision, and an employee must work 40 hours in
a week before overtime pay is allowed.

Furthermore, the long-term lay-off pool, under which laid-off
workers are paid near full wage, is capped at US$18 million and
ends once this amount is reached.  As a result of these actions,
as well as planned cuts in the salaried workforce, management
expects structural cost reductions to exceed US$350 million in
2009.
   
In accordance with the terms of the new agreement, workers at
the original U.S. locations will be able to choose from six
buyout and retirement offers.  Those not choosing one will be
subject to an involuntary program.  The company believes the
entire cost of these transitional programs to be US$400 million
to US$450 million.  General Motors Corp. will reimburse American
Axle for an important portion of costs to implement the
contract.
   
Still, the ratings on American Axle reflect the risks associated
with the company's heavy dependence on GM's SUVs and pickup
trucks, its relatively narrow product range, and its exposure to
cyclical and competitive markets.  Competitive challenges facing
GM and Chrysler LLC, including declining production volumes for
some of the vehicles American Axle serves, continue to hurt the
company's business.  Moreover, S&P believes the customer shift
away from SUVs is permanent, which may thwart American Axle's
efforts to improve profitability.  Therefore, a severe cyclical
industry downturn could easily offset the benefits from the
company's significantly reduced cost structure.

The outlook is negative.  S&P expects 2008 to be a weak year for
American Axle's sales and profitability because of the effect of
the strike on first-and second-quarter results, lower light-
truck production volumes from GM in the third and fourth
quarters, and costs associated with employee buyout and wage
reduction programs.  EBITDA margins may fall to single digits in
2008, but S&P expects some improvement in 2009 as the company
begins to realize some cost savings from the new contract and
workforce reductions.

However, a major risk is the permanent fall in demand for light
trucks that challenges management's ability to optimize
production capacity.  If EBITDA margins do not improve to more
than 10% in 2009, S&P believes free operating cash flow will
remain negative in 2009, which could prompt us to lower the
rating.  Prior to 2009, any reduction in American Axle's
liquidity, such as a substantial depletion in borrowing
availability under its revolving facility or concerns about
future covenants, would trigger a downgrade.  On the other hand,
S&P could revise its outlook to stable if American Axle
capitalizes on cost savings and industry conditions improve, but
this is not likely this year.

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/
-- is a world leader in the manufacture, engineering, design and
validation of driveline and drivetrain systems and related
components and modules, chassis systems and metal-formed
products for trucks, sport utility vehicles, passenger cars and
crossover utility vehicles.  In addition to locations in the
United States (Michigan, New York, Ohio and Indiana), the
company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea,
Thailand and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 1, 2008, Moody's Investors Service lowered American Axle &
Manufacturing Holdings Inc.'s Corporate Family Rating to B1 from
Ba3, as well as the senior unsecured rating to B1 from Ba3 on
American Axle & Manufacturing Inc.'s notes and term loan.  The
outlook is stable.  The Speculative Grade Liquidity Rating also
has been lowered to SGL-3 from SGL-2.


BANCO NACIONAL: Expects Steel & Mining Investments to Double
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA Director
Joao Carlos Ferraz predicted that investments in the Brazilian
steel and mining sectors will more than double and reach at
least BRL110 billion (US$70 billion) in the 2008 to 2011 period
compared to years 2003 to 2006, Claudio Mendonca at Business
News Americas reports.

According to BNDES, the figures equal nearly 25% of all
investments in Brazil; at the end of 2011, investments in all
businesses are expected to equal BRL447 billion, BNamericas
states.

BNamericas relates that mining investments should jump from
BRL38.0 billion to BRL81.3 billion compared to the previous
period.

The two consolidated sectors recorded a total of BRL55.6 billion
from 2003 to 2006, the report adds.  The steel sector received a
12.1% growth rate while mining boosted to 16.4%, Bnamericas
says.

BNamericas discloses that Mr. Ferraz's forecasts were based on
the belief that internal and external markets will remain hot,
with prices and demand staying high.

Mr. Ferraz, a strong supporter of the internationalization
process of Brazilian companies, added that Brazil has a private
sector with abundant resources to invest in expansion,
BNamericas states.

                      About Banco Nacional

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

                        *     *     *

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


DELTA AIR: Travelers Banned From Checking Excess Baggage
--------------------------------------------------------
Delta Air Lines Inc. said that customers will no longer be
allowed to check excess baggage, adding that the ban was being
put in place "because of heavy load factors and bag counts,"
Carribbean World News reports.

According to the airline, regular passengers can continue to
check two bags weighing up to 50 pounds each free of charge
while first class passengers and elite level SkyMiles Medallion
members will be allowed three checked bags free of charge up to
70 pounds each, the report says.

The report relates that Delta started flying to Guyana in June
and has already encountered some criticism for high costs.

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.

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.


FORD MOTOR: Terminates Lighting Biz Sale Contract With Meridian
---------------------------------------------------------------
Meridian Automotive Systems, Inc., said Ford Motor Company and
its affiliate, Automotive Components Holdings, LLC, terminated a
Memorandum of Understanding, pursuant to which Meridian will
purchase ACH's Sandusky, Ohio, automotive lighting facility.

According to Meridian, ACH and Ford said that it will not be
possible to sell the Sandusky lighting business on the terms
under the MOU because of the “significant changes in the overall
business environment, including recent reductions in projected
industry volumes.”

“The decision by ACH and Ford to terminate the MOU is
understandable, but is disappointing to all of us,” Richard E.
Newsted, Meridian's president and chief executive officer, said.
“We would reconsider this opportunity should business conditions
improve.  Of course, we remain committed to our lighting
customers and will continue to serve them from our world-class
manufacturing facilities located in Grand Rapids, Michigan and
Muzquiz, Coahuila, Mexico.”

The deal was contingent on reaching a new and long-term contract
with the United Autoworkers that would reduce operating costs at
the plant.  Kevin Furr, president of UAW Local 1216, related to
the Sandusky Register that Meridian's backing out will have a
positive impact on the Sandusky plant.  “We feel that Meridian
was not a good purchaser for our plant, relative to the
employees and the community,” Sandusky Register quoted Mr. Furr
as saying.

Meridian is currently a defendant in a lawsuit filed in the U.S.
District Court for the Southern District of Ohio by the United
Steelworkers on behalf of Meridian's workers at its Jackson,
Ohio facility.  The USW alleged that Meridian violated the
Workers Adjustment and Retraining Notification Act when the
company failed to notify Union-represented employees of its
intent to close the Jackson plant 60 days before the actions
were executed.

Reuters related that the now-terminated sale had been part of a
push by Ford to unload the money-losing assets of its former
Visteon Corp. subsidiary.  In the past 18 months, Ford has
announced a series of deals to sell off plants it took back from
Visteon as part of a bailout that was completed in 2005, Reuters
added.

               About Meridian Automotive Systems

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada, and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth
Amended Reorganization Plan on Dec. 6, 2006.  The company
emerged from chapter 11 protection on Dec. 29, 2006. (Meridian
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        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.

                         *     *     *

In Dec. 12, 2006, Standard & Poor's Ratings Services lowered the
ratings on Ford Motor Co. all to 'B-' from 'B'.  The ratings
were removed from CreditWatch with negative implications, where
they had been placed on June 20, 2008.


GENERAL MOTORS: Posts US$15.5BB Prelim Net Loss in 2nd Quarter
--------------------------------------------------------------
General Motors Corp. reported its financial results for the
second quarter of 2008, which include significant charges and
special items.  The reported net loss was US$15.5 billion or
US$27.33 per share for the second quarter, including these
charges and special items, compared with net income from
continuing operations of US$784 million or US$1.37 per share in
the second quarter of 2007.  On an adjusted basis, GM posted a
net loss of US$6.3 billion or US$11.21 per share, compared with
net income from continuing operations of US$1.3 billion or
US$2.29 per share in the same period last year.

GM previously disclosed that it anticipated a significant second
quarter loss, driven in large part by costs associated with the
American Axle and Manufacturing Holdings Inc. and local U.S.
strikes, and charges related to the successful U.S. hourly
attrition program, actions to reduce North American truck
capacity, Delphi and other matters.  The operating and liquidity
actions announced on July 15 contemplated weak second quarter
results and a continued unfavorable U.S. environment.  The
company has outlined a strong cadence of product, power train,
capacity and liquidity actions over the past 60 days, to realign
the business with current U.S. economic and auto market
conditions, and position the company for profitable global
growth.

Some of those actions include cessation of production at four
truck plants, shift reductions at two truck plants, the addition
of shifts at two car plants, announcement of the new Chevrolet
global small car program and next generation Chevrolet Aveo
compact car, introduction of a high-efficiency 4-cylinder engine
for U.S. application, salaried headcount reductions and
compensation actions, deferral of certain payments to the UAW
VEBA, suspension of the dividend on common stock, reductions in
sales and marketing budgets, the strategic review of the Hummer
brand and production funding approval for the Chevrolet Volt
extended range electric vehicle.

“As our recent product, capacity and liquidity actions clearly
demonstrate, we are reacting rapidly to the challenges facing
the U.S. economy and auto market, and we continue to take the
aggressive steps necessary to transform our U.S. operations,”
said GM Chairperson and CEO Rick Wagoner.  “We have the right
plan for GM, driven by great products, building strong brands,
fuel-economy technology leadership and taking full advantage of
global growth opportunities.”

GM's second quarter results were primarily driven by several
factors: significant losses in GM North America (GMNA) due to
continuing U.S. industry volume declines and shifts in vehicle
mix, the long strike at American Axle and large lease-related
charges; a number of special charges associated with GM's
ongoing restructuring actions; continued losses at GMAC
Financial Services (GMAC) and updated estimates regarding
recoveries and expectations of assumed benefit obligations in
the Delphi bankruptcy.

GM recorded US$9.1 billion of special items, predominantly non-
cash in nature for the current quarter or near-term periods,
which include:

  * US$3.3 billion relating to the 2008 GMNA hourly special
    attrition program;

  * US$2.8 billion adjustment to the Delphi reserve;

  * US$1.1 billion GMNA restructuring and capacity related
    costs;

  * US$1.3 billion impairment of GM's equity interest in GMAC;

  * US$340 million Canadian Auto Workers contract-related  
    accounting charges; and

  * US$197 million related to settlement of the strike at
    American Axle.

In addition, the GMNA adjusted net income results reflect a
US$1.6 billion charge related to lower residual values for off-
lease vehicles.  The total impact of declining residual values
in GM's second quarter earnings was US$2.0 billion, including
impairments of lease assets at both GMAC and GM.

Revenue for the second quarter was US$38.2 billion, down from
US$46.7 billion in the year-ago quarter, which is more than
accounted for by the decline in GMNA revenues.  Combined
revenues for the GM Europe (GME), GM Asia Pacific (GMAP) and GM
Latin America, Africa and Middle East (GMLAAM) regions were
US$20.8 billion, up US$1.7 billion over the same period 2007.

GM reports its automotive operations and regional results on an
earnings-before-tax basis, with taxes reported on a total
corporate basis.

                  GM Automotive Operations

The second quarter adjusted automotive loss of US$4.0 billion
(US$9.1 billion reported) reflects the losses in GMNA driven
largely by volume declines including the impact of the American
Axle and local strikes as well as adjustments to lease vehicle
residual reserves.  In addition, GMAP results were negatively
impacted by adjustments relating to hedge accounting.  The
losses were partially offset by exceptionally strong performance
in the GMLAAM region and continued profitability in GME.  The
loss compares with adjusted automotive earnings from continuing
operations of US$1 billion in the second quarter of 2007
(reported earnings of US$803 million).

GM sold 2.29 million vehicles worldwide in the second quarter,
down 5% year over year.  Sales in GMNA were down 20%, or 236,000
units versus the year-ago period, while sales outside of North
America grew by 10% or 116,000 units.  A record 65% of GM unit
sales for the second quarter were outside the United States.  
Global market share was 12.3%, down 0.9% due to weakness in
North America.

GMNA revenue for the second quarter was US$19.8 billion, down
from US$29.7 billion in the year-ago period.  The decline was
largely attributable to a markedly weaker U.S. auto market and
lost production due to the work stoppage at American Axle, and
at several GM facilities in May and June.  Although volume
overall was down 20%, some of GM's most recently launched cars
and crossovers continue to sell especially well, including the
Chevrolet Malibu and Cadillac CTS, up 113% and 33%,
respectively, over the year-ago period.

GMNA adjusted results reflect significantly lower volume
resulting from overall industry deterioration, continued dealer
stock reductions, the negative impact of industry segment
shifts, model/option mix and an increase to lease vehicle
residual reserves related to declining residual values.  The
results also reflect favorable structural and net material cost
performance and pension/OPEB/manufacturing savings.

GME achieved record second-quarter sales of 590,000 units,
driven by 48% sales growth in Russia and exceptional performance
of the Chevrolet brand, which saw a 19% increase in sales to
137,000 units and record market share of 2.2% in the second
quarter.  Material and structural cost performance improved
during the quarter.  However, unfavorable exchange rates and an
economic slowdown in key markets including Spain, Italy and the
U.K. had a significant impact on earnings.

Improved mix, net pricing and material cost performance along
with strong sales performance in key markets helped GMLAAM to
improve its year-over-year earnings before tax by over 50%, to
US$445 million.  Volume for the region was up nearly 18% over
2007, and quarterly sales records were set in Brazil, Chile,
Egypt and North Africa.

The second quarter earnings for GMAP reflect a US$285 million
pretax accounting charge related to adjusting prior FAS133 hedge
accounting, partially offset by gains in India and Thailand, and
improved operating performance at Australia's Holden.

                           GMAC

On a standalone basis, GMAC reported a net loss of
US$2.5 billion for the second quarter 2008.  Affecting results
were continuing large losses at Residential Capital, LLC related
to asset sales, valuation adjustments and loan loss provisions,
as well as a US$716 million pre-tax impairment of lease assets
in the automotive finance business as a result of lower used
vehicle prices, particularly for SUVs.  These items were
partially offset by profitable results in the insurance and
international auto finance businesses.  GM reported an adjusted
loss of US$1.2 billion for the quarter attributable to GMAC, as
a result of its 49% equity interest.

Following a first quarter impairment against its investment in
GMAC, GM conducted further analysis in the second quarter to
determine if additional impairments were required based on
current fair value estimates.  Factors considered include
continued deterioration in the mortgage and consumer credit
markets and a more challenging North American automotive
financing environment.  As a result, GM recorded impairment
charges totaling US$1.3 billion against its common and preferred
equity interests in GMAC.

                         Cash and Liquidity

Reflecting the non-cash nature of many of the charges recorded
in GM's reported second-quarter results, cash, marketable
securities, and readily-available assets of the Voluntary
Employees' Beneficiary Association trust totaled US$21.0 billion
on June 30, 2008, down from US$23.9 billion on March 31, 2008.  
The change in liquidity reflects negative adjusted operating
cash flow of US$3.6 billion in the second quarter 2008, driven
primarily by weaker results in GMNA.  As of June 30, including
undrawn, committed U.S. credit facilities of approximately
US$5 billion, GM has access to approximately US$26 billion in
liquidity.  In July, GM provided notice to draw US$1 billion
under its secured revolving loan facility.

As disclosed in the Troubled Company Reporter on July 16, 2008,
GM is taking operating and related actions to improve cash flow
by approximately US$10 billion through the end of 2009.  In
addition, the company has outlined plans to raise approximately
US$5 billion through capital markets activities and asset sales.  
GM is confident that these initiatives, along with its current
cash position and US$4-5 billion of committed U.S. credit lines,
will provide the company with ample liquidity to meet its
operational needs through 2009.

The loss is GM's third largest in its 100-year history, various
reports say.  Detroit Free Press' Katie Merx relates that
investors were unfazed by GM's loss and that cuts are under way
soften impact of blow on the automaker's shares.

GM's second-quarter loss pushed the US$8.7-billion second-
quarter loss Ford reported down to fourth place “in the annals
of miserable quarters”, according to Ms. Merx.  GM, she says,
now owns the top three spots, including its US$39 billion loss
in the third quarter in 2007 and its US$21 billion loss in the
first quarter in 1992.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs           
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

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

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

                         *     *     *

As disclosed in the Troubled Company Reporter on Aug. 1, 2008,
Standard & Poor's Ratings Services lowered the ratings on
General Motors Corp., Ford Motor Co., and Chrysler LLC, all to
'B-' from 'B'.  The ratings on GM and Ford were removed from
CreditWatch with negative implications, where they had been
placed on June 20, 2008.  Chrysler will remain on CreditWatch
pending the renewal of certain bank lines at DaimlerChrysler
Financial Services Americas LLC, which S&P expects to be
completed in the next few days.  If the bank lines are renewed
as expected, S&P would affirms the ratings on Chrysler and DCFS
and remove them from CreditWatch.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately
affected by the company's announcement that it will cease
production at four North American truck plants over the next two
years.  These closures are in response to the re-energized shift
in consumer demand away from light trucks.  GM previously said
only one shift was being eliminated at each of the four truck
plants.  Production is being increased at plants producing small
and midsize cars, but the cash contribution margin from these
smaller vehicles is far less than that of light trucks.


GENERAL MOTORS: Fin'l Arm Posts US$2.5BB Prelim Second Qtr. Loss
----------------------------------------------------------------
GMAC LLC's wholly owned subsidiary GMAC Financial Services
reported a 2008 second quarter net loss of US$2.5 billion,
compared to net income of US$293 million in the second quarter
of 2007.  Affecting results in the quarter were a US$716 million
impairment of vehicle operating lease assets in the automotive
finance business as a result of declining vehicle sales and
lower used vehicle prices for certain segments, as well as
significant losses at Residential Capital, LLC related to asset
sales, valuation adjustments, and loan loss provisions.  These
items were partially offset by profitable results in the
insurance and international auto finance businesses.

“A soft economic environment and continued volatility in the
mortgage and credit markets have significantly affected results
for the second quarter,” GMAC Chief Executive Officer Alvaro G.
de Molina said.  “While conditions such as higher fuel prices
and weaker consumer credit prove to be headwinds, we continue to
aggressively manage through this economic disruption to position
GMAC for longer-term success.”

Mr. de Molina stated, “Despite the current obstacles, we are
encouraged by some key wins such as successfully completing our
global refinancing and bond exchange, preserving long-term
ownership of GMAC Bank, and de-risking the balance sheet at
ResCap.  There is still more to do and the management team is
committed to taking the steps needed to ensure a solid
foundation for the company, including continued realignment and
streamlining of the mortgage business and better optimization of
the risk and reward model in auto financing.”

               Second Quarter Net Income/(Loss)
                         (US$ in millions)
                                 Q208     Q207       Change
                                 ----     ----       ------
Global Automotive Finance     (US$717)    US$395      (US$1,112)
   Insurance                      135        131              4
   ResCap                      (1,860)      (254)        (1,606)
   Other(1)                       (40)        21            (61)
Net Income/(Loss)           (US$2,482)    US$293      (US$2,775)

    (1) Includes Commercial Finance operating segment, 21%
        ownership of former commercial mortgage unit and other
        corporate activities.

                       Liquidity and Capital

GMAC's consolidated cash and cash equivalents were
US$14.3 billion as of June 30, 2008, down slightly from the cash
balance of US$14.8 billion at March 31, 2008.  Of these total
balances, ResCap's cash and cash equivalents balance was
US$6.6 billion at quarter-end, up from US$4.2 billion at
March 31, 2008.  The change in consolidated cash is related to
repayment of GMAC and ResCap debt maturities, offset by new
secured funding, lower asset levels and growth in deposits at
GMAC Bank.

In June, GMAC and ResCap announced a comprehensive series of
transactions, which included extending key bank facilities,
increasing the amount of available funding and further enhancing
liquidity positions.  The transactions included:

-- GMAC obtaining a new, globally syndicated US$11.4 billion
    secured revolving credit facility with a multi-year maturity
    which steps down to US$7.9 billion after two years, and
    renewing the one-year, syndicated commercial paper back-up
    facility, New Center Asset Trust, in the amount of
    US$10 billion.

-- ResCap extending for one year the maturity on substantially
    all of its bilateral bank facilities totaling approximately
    US$11.6 billion and obtaining a new US$2.5 billion
    syndicated whole loan repurchase facility.

-- ResCap executing private exchange and cash tender offers for
    U.S. dollar equivalent of US$14.0 billion in aggregate
    principal amount of its outstanding debt, thereby reducing
    debt outstanding by US$2.9 billion in principal and
    extending maturities.

-- GMAC providing a US$3.5 billion two-year senior secured
    credit facility to ResCap, which includes US$750 million of
    first loss protection from General Motors Corp. and Cerberus
    ResCap Financing LLC, an affiliate of FIM Holdings LLC.

-- Significantly reducing ResCap's tangible net worth covenants
    related to its credit facilities from the previous level of
    US$5.4 billion to US$250 million (excluding GMAC Bank) with
    consolidated liquidity of US$750 million.

During the second quarter, GMAC and certain affiliates of
Cerberus disclosed approximately US$2.4 billion of intended
actions to support ResCap's near term liquidity.  In addition,
GMAC contributed to ResCap approximately US$250 million
(principal amount) of ResCap debt, which was subsequently
retired.  In exchange for the capital contribution, GMAC
received additional shares of ResCap preferred equity equal to
the market value of the debt as of March 31, 2008.  As of
June 30, 2008, ResCap's total equity base was US$4.1 billion.

The Federal Deposit Insurance Corporation granted a 10-year
extension of GMAC Bank's current ownership on July 21, 2008.  
This action enables GMAC to strengthen the bank over the long-
term, which is an important source of funding for mortgage and
automotive financing activities.

                   Global Automotive Finance

GMAC's global automotive finance business reported a net loss of
US$717 million in the second quarter of 2008, compared to net
income of US$395 million in the year-ago period.  Weaker
performance was primarily driven by a US$716 million pre-tax
impairment on operating leases in the North American operation,
which more than offset profits in the international business.  
In measuring the accounting impairment, the company was able to
consider expected cash flows from various arrangements with
General Motors Corp., including approximately US$750 million
related to the risk-sharing arrangement; approximately
US$800 million related to the residual support program; and
approximately US$350 of residual-related settlement payments.  
Additional factors affecting results were an increase in the
provision for credit losses due to loss severity and lower gains
on sales.

The North American lease portfolio included approximately
US$30 billion in assets as of June 30, 2008, with approximately
US$12 billion in sport-utility vehicle leases, US$6 billion in
truck leases and US$12 billion in car leases.  The impairment of
operating leases resulted from the sharp decline in demand and
used vehicle sale prices for sport-utility vehicles and trucks
in the U.S. and Canada, which has affected GMAC's remarketing
proceeds for these vehicles.  As a result of these market
trends, GMAC is taking steps to reduce the volume of new lease
originations in the U.S.  The company will also discontinue the
SmartBuy balloon contract program, suspend all incentivized
lease programs in Canada and increase pricing and returns on
other lending activities.  GMAC's lease portfolio outside of
North America has not experienced the same decrease in market
value.

New vehicle financing originations for the second quarter of
2008 decreased to US$12.4 billion of retail and lease contracts
from US$14.0 billion in the second quarter of 2007, due to lower
industry sales levels in North America.

Credit losses have increased in the second quarter of 2008 to
1.40% of managed retail assets, versus 0.92% in the second
quarter of 2007.  The sharp increase is related to the current
trends in used vehicle prices, which drove higher loss severity.  
While losses trended up, delinquencies decreased in the second
quarter of 2008 to 2.30% of managed retail assets, versus 2.46%
in the prior year period.  The decrease reflects the recent
measures taken to tighten underwriting criteria and increased
customer servicing activities as the U.S. economy remains weak.

                           Insurance

GMAC's insurance business recorded net income of US$135 million,
up slightly from net income of US$131 million in the second
quarter of 2007.  Results primarily reflect a non-recurring tax
benefit, which offset higher weather-related losses.

The insurance investment portfolio was US$7.1 billion at
June 30, 2008, compared to US$7.4 billion at June 30, 2007.  The
decrease in the portfolio is due primarily to the repayment of
intercompany loans related to the funding of the Provident
Insurance acquisition.  The majority of the investment portfolio
is in fixed income securities with less than 10 percent invested
in equity securities.

In July, GMAC's plan to dividend 100 percent of the voting
interest in the insurance business to GMAC's shareholders was
completed.  GMAC continues to hold 100 percent of the economic
interest in GMAC Insurance.  This action was taken in the
interest of maintaining the current financial strength rating
and, therefore, preserving the value of the operation.

                    Real Estate Finance

ResCap reported a net loss of US$1.9 billion for the second
quarter of 2008, compared to a net loss of US$254 million in the
year-ago period.  Results are primarily attributable to
significant losses from asset sales as ResCap reduced the size
and risk of its balance sheet and higher loan loss provisions
due to continued deterioration in certain European markets.  
Partially offsetting losses was a US$647 million gain recognized
from ResCap's tender offer and the retirement of debt.

ResCap continues to implement an aggressive realignment of its
business amid a vastly changing mortgage market, despite the
negative impact to short-term earnings.  Recent actions include
significantly reducing the size and risk of its balance sheet,
originating only mortgages with market liquidity, winding down
the business lending portfolio, leveraging the world-class
servicing platform, and continuing to rationalize the cost base.

ResCap's U.S. residential finance business is beginning to
stabilize as the company reduces balance sheet risk and
continues to realign operations.  While prime conforming loan
production decreased modestly year-over-year with
US$12.2 billion in the second quarter of 2008 versus
US$12.7 billion in the year- ago period, production of higher-
margin government loans increased to US$3.8 billion this quarter
compared to US$800 million in the second quarter of 2007.  In
addition, operating expense targets were achieved.

The international mortgage business experienced a decline in net
income in the second quarter related to illiquidity in the
global capital markets and the continued weakening of consumer
credit in key markets.  This drove significant realized and
unrealized losses on loans held for sale.  As a result of the
market environment, ResCap has currently suspended all
production outside of the U.S. with the exception of Canadian
insured loans.  The business lending operations also experienced
continued pressure in the second quarter related to the decline
in home sales and residential real estate values.

                           Outlook

GMAC continues to manage through a softer economic environment
and a global market disruption with significant actions geared
toward achieving longer-term financial health.  Recent actions
include:

  -- Stabilizing liquidity by refinancing bank lines, extending
     debt maturities, and preserving long-term ownership of GMAC
     Bank;

  -- Significantly reducing ResCap's balance sheet;

  -- Taking steps to increase pricing and improve returns for
     all automotive leasing and lending activities;

  -- Reducing the volume of new lease originations in the U.S.
     and suspending all incentivized lease programs in Canada;

  -- Executing a plan to preserve the value of the insurance
     business; and

  -- Leveraging the proven servicing platforms in mortgage and
     auto finance to mitigate frequency and severity of losses.

Looking ahead, the company is focused on executing strategies
that restore profitability and longer-term financial health
including improving funding costs, evaluating opportunities to
shed non-core operations, and taking steps that move GMAC toward
an independent, bank-funded lender and servicer.

                        About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors           
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for US$14 billion.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs           
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

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

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

                         *     *     *

As disclosed in the Troubled Company Reporter-Latin America on
Aug. 4, 2008, Standard & Poor's Ratings Services lowered the
ratings on General Motors Corp., Ford Motor Co., and Chrysler
LLC, all to 'B-' from 'B'.  The ratings on GM and Ford were
removed from CreditWatch with negative implications, where they
had been placed on June 20, 2008.  Chrysler will remain on
CreditWatch pending the renewal of certain bank lines at
DaimlerChrysler Financial Services Americas LLC, which S&P
expects to be completed in the next few days.  If the bank lines
are renewed as expected, S&P would affirms the ratings on
Chrysler and DCFS and remove them from CreditWatch.

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


SADIA SA: Board Okays Avicola Merger; Hires KPMG as Appraisal
-------------------------------------------------------------
Sadia S.A.'s Board of Directors approved during its July 30
meeting its upstream merger with subsidiary Avicola Industrial
Buriti Alegere Ltda.

Under the merger, Sadia:

   a) is the controlling partner of Avicola Industrial, with an
      interest in the capital of the latter over 99.99% of the
      capital units; and

   b) has uniform administrative and operational standards in
      common with the Avicola Industrial.

The remaining partners agreed to assign and transfer to Sadia,
upon the merging act, their total interest corresponding to an
amount lower than 0.01% to enable the Sadia to become the title
holder of 100% of the capital units of the Avicola Industrial.  
The total units owned by the Sadia will be cancelled.  Within
these conditions, the merger will be carried out by the
integration of the equity of the Avicola Industrial into the
equity of Sadia.

The Board also appointed KPMG Auditores Independentes S/C,
represented by Francesco Luigi Celso, to prepare the appraisal
report of Avicola Industrial's net equity.

The appraisal company is located at:

      Rua Dr. Renato Paes de Barros
      No. 33, Sao Paulo, Capital

                            About Sadia

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

                           *     *      *

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

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


VISTEON CORP: June 30 Balance Sheet Upside-Down by US$207 Mil.
--------------------------------------------------------------
Visteon Corporation's consolidated balance sheet at June 30,
2008, showed US$7.02 billion in total assets, US$6.93 billion in
total liabilities, and US$295.0 million in minority interests,
resulting in a US$207.0 million stockholders' deficit.

The company reported a net loss of US$42.0 million for the
second quarter ended June 30, 2008.  For second quarter 2007,
Visteon reported a net loss of US$67.0 million.

Results for second quarter 2008 include US$18.0 million of
unreimbursed restructuring and other qualifying costs,
US$11.0 million of asset impairments and US$49.0 million of
income tax expense.  Second quarter 2007 results included
US$11.0 million of asset impairments and US$28.0 million of
income tax expense.  

EBIT-R, which represents net (loss) income before net interest
expense and provision for income taxes and excludes asset
impairments, gains and losses on business divestitures and net
unreimbursed restructuring expenses and other reimbursable
costs, was US$78.0 million, an improvement of US$63.0 million
over second quarter 2007.

“Our second quarter and first half results demonstrate Visteon's
geographic diversification, as we improved our financial
performance despite a difficult North American market,” said
Donald J. Stebbins, president and chief executive officer.  “We
expanded gross margins by almost 50 percent and increased
operating income nearly five-fold due to steady progress on our
restructuring plan, our focus on reducing overhead costs and our
drive to improve operational efficiency.  We have also addressed
our UK manufacturing losses through divestitures and commercial
arrangements.”

Total sales for second quarter 2008 were US$2.91 billion, a
decrease of US$69.0 million from the same period a year ago,
including US$17.0 million of lower services revenue.  Second
quarter 2008 total product sales were US$2.78 billion, a
decrease of US$52.0 million from second quarter 2007.  
Divestitures and plant closures decreased product sales by
US$222.0 million, which was partially offset by favorable
currency of US$163.0 million.  Lower production volumes in North
America were offset by increases in Europe and Asia, reflecting
Visteon's geographic diversification.

Product gross margin for second quarter 2008 was
US$230.0 million, representing an increase of US$76.0 million
from the same period a year ago.  This increase reflects net
cost performance of US$41.0 million and favorable currency of
US$43.0 million, partially offset by the impact of divestitures,
plant closures and other items.

For second quarter 2008, Visteon's operating income of
US$53.0 million was an improvement of US$44.0 million from the
same period in 2007.  This improvement was driven by increased
product gross margin, partially offset by unreimbursed
restructuring and other qualifying costs and implementation
costs associated with the company's overhead cost reduction
initiative.  Unreimbursed restructuring and other qualifying
costs include US$12.0 million related to the sale of the Swansea
operation.

Operating income for second quarter 2008 also included
US$7.0 million of asset impairment related to the Swansea sale.

Cash provided by operating activities for second quarter 2008
was US$133.0 million, US$13.0 million lower than second quarter
2007.  Capital expenditures for second quarter 2008 were
US$80.0 million, unchanged from the same period a year ago.  
Free cash flow for second quarter 2008 was US$53.0 million,
compared with US$66.0 million in the same period of 2007.  The
decrease is attributable to net restructuring cash use, higher
interest payments and other items, partially offset by improved
trade working capital and changes in receivables sold under the
company's securitization facility.

During second quarter 2008, Visteon issued US$206.0 million in
aggregate principal amount of new 12.25 percent notes due in
2016 and repurchased US$344.0 million of its 8.25 percent notes
due in August 2010.  This reduced the amount outstanding on the
2010 notes to US$206.0 million.

As of June 30, 2008, Visteon's cash balances totaled
US$1.51 billion compared with US$1.76 billion as of Dec. 31,
2007, and total debt was US$2.67 billion, approximately
US$180.0 million lower than year-end 2007.

                        First Half 2008

For the first six months of 2008, Visteon narrowed its net loss
by US$73.0 million to US$147.0 million.  Total sales for first
half 2008 of US$5.77 billion were lower by US$97.0 million from
the same period 2007.  Total product sales of US$5.52 billion
were US$71.0 million lower.  First half 2008 results include
US$41.0 million of restructuring expenses and other qualifying
costs in excess of escrow account reimbursement and a US$55.0
million increase in the company's tax provision.

EBIT-R for first half 2008 increased US$160.0 million over the
first six months of 2007 to US$129.0 million.  Cash from
operations was positive US$7.0 million for the first six months
of 2008, slightly below the US$15.0 million reported in the same
period a year ago.  Capital expenditures of US$154.0 million
were US$10.0 million higher than the first six months of 2007.  
Free cash flow was a use of US$147.0 million for first half
2008, compared with US$129.0 million for the same period the
previous year.

                 Restructuring and Divestitures

Visteon continues to make solid progress implementing its three-
year plan.  During the second quarter, Visteon ceased production
at its Bedford, Ind. facility, and closed two fuel tank
facilities in Germany.  Additionally in July, the company
divested its Swansea, UK, facility and ceased production at its
Concordia, Mo. facility.

By completing the sale of its Swansea chassis manufacturing
operation, effective July 7, Visteon divested its largest UK
operation, which generated negative gross margin of
approximately US$40.0 million on sales of approximately
US$80.0 million during 2007.  The company expects to record
losses of approximately US$47.0 million in connection with the
sale, of which US$32.0 million was recorded during second
quarter 2008 - including US$18.0 million of employee severance
and termination benefits, US$7.0 million of pension curtailment
losses and US$7.0 million of asset impairment.  These losses
were partially offset by US$13.0 million of escrow account
reimbursement.

Visteon said it continues to address its remaining operations in
the UK and commercial agreements are in place to address the
operating losses at the company's other UK manufacturing
facilities.  To date, 27 of the 30 targeted facility actions
including nine during 2008 have been accomplished.

"Last fall we highlighted the significant losses in our UK
operations and indicated it was our top priority to address
these operations during 2008," Stebbins said.  "With the sale of
Swansea and the agreements reached regarding our other UK
facilities, we are delivering on this commitment."

In addition to the actions under the company's three-year plan,
Visteon also announced that it will be closing its interiors
facility in Durant, Miss., and will be consolidating that
production in other facilities.  In January Visteon stated it
expects to generate cumulative savings of approximately
US$215.0 million over three years as part of its overhead cost-
reduction initiative and remains on track to generate the
expected savings.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available
for free at http://researcharchives.com/t/s?3053

                   About Visteon Corporation

Headquartered in Van Buren Township, Michigan, Visteon
Corporation (NYSE: VC) -- http://www.visteon.com/-- is an  
automotive supplier that designs, engineers and manufactures
innovative climate, interior, electronic and lighting products
for vehicle manufacturers, and also provides a range of products
and services to aftermarket customers.  The company also has
corporate offices in Shanghai, China; and Kerpen, Germany.  
The company has Latin America offices in Argentina, Brazil and
Mexico.  The company has facilities in 26 countries and employs
approximately 43,000 people.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2008, Moody's Investors Service assigned a Caa1 (LGD4,
66%) rating to Visteon Corporation's new senior unsecured notes
maturing in 2016.  The new senior unsecured notes have been
issued consistent with the structure and terms that were in
place when the securities were initially proposed and assigned a
prospective rating on May 22, 2008.

Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer. The ratings cover approximately
USUS$2.8 billion in debt.  The rating outlook is negative.



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

BANKBOSTON TRUST: Deadline for Proofs of Claim Filing Is Aug. 8
---------------------------------------------------------------
BankBoston Trust Company (Cayman Islands) Ltd.'s creditors have
until Aug. 8, 2008, to prove their claims to George C.
McLaughlin, 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.

BankBoston Trust's shareholders decided on June 25, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                George C. McLaughlin
                c/o Bank of America
                29th Floor, 1633 Broadway
                New York, NY 10019
                Telephone: (212) 497-5601
                Fax: (704) 719-5227


CORYTON GENERATING: Proofs of Claim Filing Deadline Is Aug. 8
-------------------------------------------------------------
Coryton Generating Company, Ltd.'s creditors have until
Aug. 8, 2008, to prove their claims to Jan Neveril and Giles
Kerley, 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.

Coryton Generating's shareholders decided on June 25, 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 Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


CRESCENT GLOBAL: Proofs of Claim Filing Deadline Is Aug. 8
----------------------------------------------------------
Crescent Global Capital Management's creditors have until
Aug. 8, 2008, to prove their claims to Linburgh Martin and Jeff
Arkley, 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.

Crescent Global's shareholder decided on June 24, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Linburgh Martin and Jeff Arkley
                c/o Close Brothers (Cayman) Limited
                Fourth Floor, Harbour Place
                P.O. Box 1034
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Neil Gray
                Telephone: (345) 949-8455
                Fax: (345) 949-8499


CRESCENT VENTURE: Deadline for Claims Filing Is Aug. 8
------------------------------------------------------
Crescent Venture Partners Ltd.'s creditors have until
Aug. 8, 2008, to prove their claims to Linburgh Martin and Jeff
Arkley, 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.

Crescent Venture's shareholder decided on June 24, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Linburgh Martin and Jeff Arkley
                c/o Close Brothers (Cayman) Limited
                Fourth Floor, Harbour Place
                P.O. Box 1034
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Neil Gray
                Telephone: (345) 949-8455
                Fax: (345) 949-8499


DEUTSCHE GIROZENTRALE: Claims Filing Deadline Is Aug. 8
-------------------------------------------------------
Deutsche Girozentrale Overseas Ltd.'s creditors have until
Aug. 8, 2008, to prove their claims to Richard E. L. Fogerty and
G. James Cleaver, 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.

Deutsche Girozentrale's shareholder decided on June 12, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Richard E. L. Fogerty and G. James Cleaver
                c/o Kroll (Cayman) Limited
                P.O. Box 1102
                Bermuda House, 4/F Cayman Financial Center
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Korie Drummond
                c/o Kroll (Cayman) Limited
                4th Floor, Bermuda House
                Dr. Roy's Drive, Grand Cayman
                Cayman Islands
                Telephone +1 (345) 946-0081
                Fax +1 (345) 946-0082


J-BLUE SKY: Deadline for Proofs of Claim Filing Is Aug. 8
---------------------------------------------------------
J-Blue Sky One Ltd.'s creditors have until Aug. 8, 2008, to
prove their claims to Cereita Lawrence and Bronwynne R. Arch,
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.

J-Blue Sky's shareholder decided on Aug. 8, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Cereita Lawrence and Bronwynne R. Arch
                P.O. Box 1109
                Grand Cayman, Cayman Islands
                Telephone: (345) 914-7570
                Fax: (345) 949-7634


M ONE: Deadline for Proofs of Claim Filing Is Aug. 8
----------------------------------------------------
M One's creditors have until Aug. 8, 2008, to prove their claims
to dms Corporate Services Ltd., the company's liquidator, or be
excluded from receiving any distribution or payment.

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

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

The liquidator can be reached at:

                dms Corporate Services Ltd.
                c/o dms House, 2nd Floor
                P.O. Box 1344
                George Town, Grand Cayman
                Cayman Islands

Contact for inquiries:

                 Neil Ross
                 Telephone: (345) 946-7665
                 Fax: (345) 946-7666


MAGNETAR SGR: Proofs of Claim Filing Deadline Is Aug. 8
-------------------------------------------------------
Magnetar SGR Fund Ltd.'s creditors have until Aug. 8, 2008, to
prove their claims to Stuart K. Sybersma and Ian A.N. Wight, 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.

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

The liquidators can be reached at:

                Stuart K. Sybersma and Ian A.N. Wight
                Attn: Jessica Turnbull, Senior Accountant
                Deloitte, Cayman Island
                P.O. Box 1787GT
                Grand Cayman, Cayman Islands
                Telephone: (345) 949-7500
                Fax: (345) 949-8258


MORTGAGED ASSET: Deadline for Proofs of Claim Filing Is Aug. 8
--------------------------------------------------------------
Mortgaged Asset Return Investment Opportunities Corp.'s
creditors have until Aug. 8, 2008, to prove their claims to Jan
Neveril and Guy Major, 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.

Mortgaged Asset's shareholder(s) decided on June 24, 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 Guy Major
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


NET263 HOLDINGS: Proofs of Claim Filing Deadline Is Aug. 8
----------------------------------------------------------
Net263 Holdings Ltd.'s creditors have until Aug. 8, 2008, to
prove their claims to Walkers SPV Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Net263 Holdings' shareholder decided on July 9, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

                Anthony Johnson
                Telephone: (345) 914-6314


NIKITSKY RUSSIA\CIS: Deadline for Claims Filing Is Aug. 8
---------------------------------------------------------
Nikitsky Russia\CIS Opportunities Fund Ltd.'s creditors have
until Aug. 8, 2008, to prove their claims to Avalon Management
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.

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

The liquidator can be reached at:

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

Contact for inquiries:

                Mourant du Feu & Jeune
                Attn: Donald Spence/Neal Lomax
                Telephone: (+1) 345-949-4123
                Fax: (+1) 345-949-4647


ODSF (EURO): Deadline for Proofs of Claim Filing Is Aug. 8
----------------------------------------------------------
ODSF (Euro) Ltd.'s creditors have until Aug. 8, 2008, to prove
their claims to Walkers SPV Limited, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

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

The liquidator can be reached at:

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

Contact for inquiries:

                Anthony Johnson
                Telephone: (345) 914-6314


OFSI FUND: Proofs of Claims Filing Is Until Aug. 8
--------------------------------------------------
OFSI Fund IV Ltd.'s creditors have until Aug. 8, 2008, to prove
their claims to Andrew Dean 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.

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

The liquidators can be reached at:

                Andrew Dean and Emile Small
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


PARMALAT SPA: UniCredit Group Settles for EUR271.7 Million
----------------------------------------------------------
Parmalat S.p.A. has reached an agreement with the UniCredit
Group settling all transactions and claims between the parties
in any way related to the period prior to the date when the
Parmalat Group was declared insolvent (December 2003).

Consequently, Parmalat S.p.A. is ceasing all actions to void and
actions for damages that it has filed or could possibly file in
the future against the UniCredit Group.  In consideration of
this agreement, the UniCredit Group will pay Parmalat S.p.A.
EUR229.7 million.

Similar settlement agreements have been executed by the banks of
the UniCredit Group, on the one hand, and the Extraordinary
Administration Commissioner of the Parmatour Group, Parma
Associazione Calcio and the other companies of the old Parmalat
Group currently under extraordinary administration on the other
hand.

Pursuant to these agreements, the UniCredit Group will pay:

    * EUR37 million to the companies of the Parmatour Group;

    * EUR4 million to Parma Associazione Calcio; and

    * EUR1 million to the other companies under extraordinary
      administration (licensee companies, Streglio, Eliair,
      Parmalat Molkerei and Deutsche Parmalat),

Unicredit also waived all verified claims it may hold against
the companies.

Moreover, the UniCredit Group waived all claims put forth in
actions filed against companies under extraordinary
administration challenging or demanding the verification of
claims and, more in general, any and all claim for damages,
thereby minimizing the impact of the remaining disputes.  For
his part, the Extraordinary Commissioner agreed to waive any
further claims or actions to void or actions for damages filed
against the UniCredit Group for aiding and abetting in bringing
about and aggravating the financial collapse of various
companies.

The Extraordinary Commissioner further agreed to refrain from
joining as plaintiff seeking damages in any of the pending
criminal proceedings.

Parmalat, UniCredit and the Extraordinary Commissioner express
their satisfaction at the agreement reached.

                        About Parmalat

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

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

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

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

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

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


RPL HOLDINGS: Deadline for Proofs of Claim Filing Is Aug. 8
-----------------------------------------------------------
RPL Holdings Ltd.'s creditors have until Aug. 8, 2008, to prove
their claims to Jan Neveril and Giles Kerley, 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.

RPL Holdings' shareholders decided on June 25, 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 Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


SILICON LIGHT: Proofs of Claim Filing Deadline Is Aug. 8
--------------------------------------------------------
Silicon Light Machines (Cayman) Ltd.'s creditors have until
Aug. 8, 2008, to prove their claims to Linburgh Martin and Jeff
Arkley, 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.

Silicon Light's shareholder decided on June 24, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Linburgh Martin and Jeff Arkley
                c/o Close Brothers (Cayman) Limited
                Fourth Floor, Harbour Place
                P.O. Box 1034
                Grand Cayman, Cayman Islands

Contact for inquiries:

                Neil Gray
                Telephone: (345) 949-8455
                Fax: (345) 949-8499


SPALDING GENERATING: Deadline for Claims Filing Is Aug. 8
---------------------------------------------------------
Spalding Generating Company Ltd.'s creditors have until
Aug. 8, 2008, to prove their claims to Jan Neveril and Giles
Kerley, 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.

Spalding Generating's shareholder decided on June 25, 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 Giles Kerley
                c/o Maples Finance Limited
                P.O. Box 1093GT
                Grand Cayman, Cayman Islands


SPEEDER FUND: Proofs of Claim Filing Is Until Aug. 8
----------------------------------------------------
Speeder Fund's creditors have until Aug. 8, 2008, to prove their
claims to dms Corporate Services Ltd., the company's liquidator,
or be excluded from receiving any distribution or payment.

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

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

The liquidator can be reached at:

                dms Corporate Services Ltd.
                c/o dms House, 20 Genesis Close
                P.O. Box 1344
                George Town, Grand Cayman
                Cayman Islands

Contact for inquiries:

                Mourant du Feu & Jeune
                Attorneys-at-law
                Telephone: (+1) 345-949-4123
                Fax: (+1) 345-949-4647


TOPIARY CAPITAL: A.M. Best Rates US$200MM Variable Notes at BB+
---------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of “bb+” to the
US$200 million Series 2008-1 Class A principal-at-risk variable
rate notes due Aug. 5, 2011, issued by Topiary Capital Limited.  
The rating outlook is stable.

The notes are the first series to be issued under the issuer's
principal-at-risk variable rate note program, and in the future,
additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is
for the issuance of the notes and the service and performance of
various agreements entered into between the issuer and other
parties.  The agreements include the counterparty contract
between the issuer and the counterparty, Platinum Underwriters
Bermuda, Ltd.; the swap agreement between the issuer and Goldman
Sachs International; and other related agreements and
activities.

Under the counterparty contract, the issuer will provide
Platinum with up to US$200 million second and subsequent events
coverage within any activation period for qualifying U.S.
hurricane, U.S. earthquake, Europe windstorm and Japan
earthquake events over a three-year period beginning Aug. 2,
2008.  The first event activating the notes will be based on an
Event Index Value Activation Amount for each of the four risk
categories.  After an activation event, the notes become “at
risk of loss” to a second event within the same 12 month
activation period.  For second and subsequent events, loss
payments will be triggered based on the following: U.S.
hurricane and U.S. earthquake events on modified PCS index;
European windstorm events on Paradex data from Risk Management
Solutions, Inc.; and Japan earthquake events on reports from the
Japanese National Research Institute for Earth Science and
Disaster Prevention.  In exchange for receiving the multi-year
coverage, Platinum will make periodic payments to the issuer.

Proceeds from the issuance of the notes will be deposited into a
collateral account and will be available to satisfy the
obligations of the issuer to Platinum under the related
counterparty contract.  The payments include loss payments
required to be made by the issuer under the counterparty
contract, amounts owed to the swap counterparty and payments in
respect of the notes issued under an indenture between the
issuer, HBSC Bank USA, National Association, the indenture
trustee and HSBC Bank plc, the paying agent.  All funds in the
collateral account will be invested as per the investment
guidelines set in the indenture, which governs the selection of
the directed investment(s) to be acquired.  The notes are with
limited recourse to certain assets of the issuer and are without
recourse to Platinum or any of its affiliates.

The attachment probability, expected loss and the activation
probability for each risk category will be recalculated on an
annual basis during the risk period using the latest industry
exposure data from Risk Management Solutions, Inc., and risk
payout factors from Platinum and shall become effective Aug. 1
of each year.

The assigned rating represents A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The rating of the notes takes into
consideration a multitude of factors including the annualized
modeled attachment probabilities (i.e., the first dollar of
loss) of 0.87% as provided by Risk Management Solutions, Inc.,
the modeling firm and calculation agent involved in the
transaction, and a review of the structure and the transaction's
legal documentation.  In addition, the rating considers an
assessment of (1) Platinum's ability under the counterparty
contract to make periodic payments (spread over LIBOR and
expense reimbursements) to the issuer, and (2) the swap
counterparty's ability to meet its obligations under the swap
agreement.

Topiary Capital Limited is a newly created Cayman Islands
exempted special purpose company.



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

AMPEX CORPORATION: Court Confirms Amended Joint Chapter 11 Plan
---------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the first modified third
amended joint Chapter 11 plan of reorganization filed by Ampex
Corporation and its debtor-affiliates on July 9, 2008.

The Debtors are expected to emerge from bankruptcy within the
next few months.  Upon emergence, the Debtors will have
deleveraged their capital structure and have access to new
funding that will be used, among other things:

  i) for general working capital purposes, and
ii) to repay a portion of their outstanding senior notes.

Furthermore, the Debtors will have financing in place, if
needed, to satisfy future pension contributions to their defined
benefit plans.

As reported in the Troubled Company Reporter on July 24, 2008,
the Court granted the Debtors' request to modify their Third
Amended Joint Chapter 11 Plan of Reorganization dated June 8,
2008, and approved a proposed supplement to the disclosure
statement relating to the Plan, and other related relief.  

The plan was modified, among other things, to revise certain
terms relating to lump sum cash payment elections by holders of
unsecured claims and certain conditions precedent to
consummation of the Plan.  The Supplement contains a summary of
the modifications made to the Plan.

On July 9, 2008, the Debtors entered into a Plan Support
Agreement with the Official Committee of Unsecured Creditors.  
Under the PSA, the Committee agreed to support the Plan and to
urge holders of unsecured claims to vote to accept the Plan,
among other things.

As reported in the Troubled Company Reporter on June 12, 2008,
the Committee filed an objection to the Debtors' earlier
versions of the disclosure statement and plan.  The Committee
argued that the plan leaves unsecured creditors with minor
equity share in the reorganized Debtors.

As of March 30, 2008, the Debtors issued at least US$59.6
million of outstanding notes, wherein US$6.9 million represents
amounts due under an agreement dated Feb. 28, 2002, as amended,
entered into between the Debtors and U.S. Bank, National
Association.  Under the agreement, the Debtors issued 12% senior
secured notes due 2008, which are secured by liens on the
Debtors' future royalty receipts.  The remaining US$52.7 million
of outstanding indebtedness represents Hillside Capital
Incorporated Notes that were issued in connection with its
satisfaction of required contribution obligation under the
pension plans -- Ampex Corporation Retirement
Plan and Quantegy Media Retirement Plan.

The pension plans will not be terminated under the Debtors'
Plan.  The Debtor will continue to fund the pension plans in
accordance with the minimum financing standards under the
Internal Revenue Code and the Employee Retirement Income
Security Act of 1974.  The Debtors anticipate making pension
plan contributions of at least US$52.9 million by 2013.  As of
Dec. 31, 2007, both pension plans were underfunded by
US$57.7 million in the aggregate.

The First Modified Third Amended Plan classifies claims against
and interest in the Debtors in eight classes.  The
classification and treatment of claims and interests are:

              Treatment of Claims and Interests

             Type of                      Estimated   Estimated
Class         Claims           Treatment   Amount      recovery
-----         -------          ---------   ---------   ---------
unclassified  Administrative               US$100,000    100%
              Expense Claims

unclassified  Fee Claims                   US$2,900,000  100%

unclassified  Priority Tax                 US$200,000    100%
              Claims

1             Priority Non-    unimpaired  US$0          100%
              Tax Claims

2             Senior Secured   impaired    US$6,900,000  
              Note Claims

3             Other Secured    unimpaired  US$0          100%
              Claims

4             Hillside         impaired    US$11,000,000 100%
              Secured
              Claims

5             General          impaired    US$51,600,000 10%
              Unsecured
              Claims

6             Existing Common  impaired    US$0          0%
              Stock

7             Existing         impaired    US$0          0%
              Securities      
              Laws Claims

8             Other Existing   impaired    US$0          0%
              Interests

If holder of Class 5 general unsecured creditors agrees to a
different treatment, holder will receive its pro rata share of
the unsecured claim distribution.  Distributions of new common
stock will be made after the Plan's effective date.  Hillside
unsecured deficiency claims, if any, will be deemed an allowed
unsecured claim in the amount of at least US$41.7 million.

Holders of claims in classes 2, 4, and 5 are entitled to vote to
accept or reject the Plan.

A full-text copy of the First Modified Third Amended Joint
Chapter 11 Plan of Reorganization dated July 9, 2008, is
available for free at:

             http://ResearchArchives.com/t/s?3049  

A full-text copy of the Third Amended Disclosure Statement dated
June 8, 2008, is available for free at:

             http://ResearchArchives.com/t/s?2d9b  

A full-text copy of the Supplement to the Disclosure Statement
with Respect to First Modified Third Amended Joint Chapter 11
Plan of Reorganization, dated July 14, 2008, is available for
free at:

              http://researcharchives.com/t/s?2fcc    

A full-text copy of the Plan Support Agreement dated July 9,
2008, among the Debtors and the Committee is available for free
at:

              http://researcharchives.com/t/s?2fce    

Headquartered in Redwood City, California, Ampex Corp.  
(Nasdaq:AMPX)  -- http://www.ampex.com/-- is a licensor of  
visual information technology.  The company has two business
segments: Recorders segment and Licensing segment.  The
Recorders segment primarily includes the sale and service of
data acquisition and instrumentation recorders (which record
data and images rather than computer information), and to a
lesser extent mass data storage products.  The Licensing segment
involves the licensing of intellectual property to manufacturers
of consumer digital video products through their corporate
licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
US$9,770,089 and total debts of US$82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


QUEBECOR WORLD: CCAA Stay Extended Until September 30
-----------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought and
obtained extension of the Companies' Creditors Arrangement Act
stay until Sept. 30, 2008, from the Quebec Superior Court of
Justice.

In support of the Applicants' request, Louis J. Gouin, Esq., at
Ogilvy Renault, LLP, in Montreal, Canada, told the Canadian
Court that the extension of the Stay Period is necessary for the
Applicants to continue the discussions of their business plan
with stakeholders and develop one or more restructuring plans to
maximize long term value for the benefit of all stakeholders.  
Mr. Gouin assured the CCAA Court that no creditor will suffer
any material prejudice by the extension of the Stay Period.  He
added that it is a condition precedent to the Applicants'
financing under the DIP Documents that the Initial Order and
stay, at all times, be in full force and effect.

Ernst & Young Inc., the Court-appointed monitor of the CCAA
Applicants, supported the Applicants' extension request.
                                                                             
                                             
                      About Quebecor World

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

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

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

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

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

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

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Committee Revised After Cellmark's Resignation
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, has
amended the list of members of the Official Committee of
Unsecured Creditors after the resignation of Cellmark Paper,
Inc., and Catalyst Pulp & Paper Sales, Inc.

The Committee is now composed of:

(1) Wilmington Trust Company
      Attn: Suzanne Macdonald
      520 Madison Avenue, 33rd floor
      New York, NY 10022
      Tel: (212) 415-0500

  (2) Pension Benefit Guaranty Corp.
      Attn: Suzanne Kelly
      1200 K Street, NW
      Washington, DC 20005
      Tel: (212) 326-4070 x6367

  (3) The Bank of New York Mellon
      Attn: David M. Kerr
      101 Barclay Street - 8 West
      New York, NY 10286
      Tel: (212) 815-5650

  (4) MEGTEC Systems Inc.
      Attn: Gregory R. Linn
      830 Prosper Rd.
      De Pere, WI 54115
      Tel: (920) 337-1568

  (5) Abitibi Consolidated Sales Corp.
      Attn: Madeleine Fequiere
      1155 Metcalfe Street, Suite 800
      Montreal, Quebec
      H3B 5H2 CANADA
      Tel: (514) 394-3638

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.
                                                                             
                                             
                      About Quebecor World

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

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

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

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

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

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

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Ernst & Young Provides CCAA Status Report
---------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World Inc., and certain of its affiliates' reorganization
proceedings under the Canadian Companies' Creditors Arrangement
Act, filed reports to the Quebec Superior Court of Justice with
respect to the activities of the companies and certain events
occurring since May 2008.

                   Stabilization of Operations

The Monitor reported that the Applicants are finalizing the
reconciliation of their prepetition trade liabilities.  The
analysis is ongoing as payments are issued in respect of the
prepetition liabilities permitted by the U.S. Chapter 11
Proceedings, the receipt and investigation of certain 20-day
administrative and reclamation claims, and clarification of
certain consignment arrangements and the set-off rights claimed
by certain customers must be taken into consideration.

* Banking

The Applicants are continuing their discussions with CIBC to
widen the services offered by CIBC as well as explore
alternative solutions to reduce the levels of redundant work
being done by the Applicants' personnel.  As of July 14, 2008,
the Applicants have deposited US$30,000,000, in the cash account
at Bank of America to hold proceeds realized from the
disposition of QW Memphis inventory held on site as of Jan. 21,
2008.

Certain services are being re-established with BofA, like
automatic zero-balancing between the deposit lock box and
concentration account; however, not all of the previously
provided services have been re-established.  Management
continues to work with BofA to find ways to reduce the level of
redundant manual work currently being done by the Companies'
staff.

* Intercompany Transactions

According to E&Y, the intercompany transactions have largely
been limited to the automatic centralized accounting transfer of
accounts payable and accounts receivable funding of
EUR19,000,000, for the Applicants' European operations, of which
EUR5,700,000, was reimbursed from the proceeds of the sale of
the European Operations and US$6,000,000, to the Latin American
affiliates as authorized by the Initial Order and the Final DIP
Order.

* Financial Statements and Reporting Issues

The Applicants expect to be in a position to release their
quarterly financial statements for the six-month period ended
June 30, 2008, on Aug. 12, 2008.  The Applicants are also
working to develop financial statements for each of the U.S.
Debtors at specific points in time, as requested by the Official
Committee of Unsecured Creditors.  E&Y relates that an extensive
analysis is required to allocate certain transactions that have
not been pushed down to the legal entity level in the past as
the Applicants have not historically prepared financial
statements on an entity by entity basis.  Management expects to
deliver these financial statements with the Canadian Court by
the end of July 2008.

                    Restructuring Initiatives

* Reclamation Claims

The U.S. Debtors received a total of 68 reclamation claims
having an aggregate face value of US$73,900,000.  The U.S.
Debtors expect to complete their review of the reclamation
claims received within a few weeks, the Monitor said.  They will
then seek to reach agreement with their reclamation creditors
and prepare and submit appropriate stipulations to the U.S.
Court allowing the valid claims.

* Sale of Real Property or Equipment

Before the Petition Date, the Applicants initiated various
marketing efforts to dispose redundant assets, which became non-
productive largely as a result of the closing of operations at
certain facilities over time, including facilities in Montreal,
Ottawa, Brookfield and Lincoln.  The Monitor related that the
Montreal and Ottawa facilities are currently sublet to parties
outside of the Quebecor World Group.  The Applicants will
consult with the Committees and file motions to obtain the
authorization to execute any transaction for the sale of real
property or equipment.

                          DIP Financing

As of July 6, 2008, Quebecor World, Inc., drew CUS$27,000,000,  
under the Revolving Loan Facility to fund its Canadian
operations.  As of July 6, 2008, the U.S. Debtors had excess
available unrestricted cash from the Term Loan Facility totaling
US$140,000,000.  The imbalance between Canada and the U.S.
creates unnecessary interest expense to the Canadian operations
and an inefficient use of U.S. liquidity, the Monitor said.

As of July 14, 2008, the Applicants have not been able to use
the funds already drawn under the Term Loan Facility and
allocated to the U.S. Debtors prior to using the Revolving Loan
Facility.  The Applicants intend to continue their discussions
with the financial' advisors to the Committees to resolve the
issue.

      Current Financial Performance & Cash Flow Forecast

* Cash Flow Results for the 10-Week Period Ended July 6, 2008

For the ten weeks ended July 6, 2008, the consolidated North
American operations of the Applicants produced positive cash
flow of US$17,000,000, which is approximately US$108,000,000
better than that projected for the same period in the cash flow
forecast prepared by the Applicants.  The US$108,000,000
favorable variance includes an additional US$7,000,000 in
drawings under the Revolving Loan Facility.  The Monitor said
that the Applicants' management advised that the favorable
variance is attributable to a number of factors including (i)
the sale of their European operations, (ii) higher than
projected accounts receivable collections, (iii) drawings under
the Revolving Loan Facility, and (iv) a deferral of the funding
of the Latin American non-petitioners' financing requirements.

A full-text copy of the Cash Flow Forecast is available for free
at http://ResearchArchives.com/t/s?2feb

* Cash Flow Forecast for the 13-Week Period Ending Oct. 5, 2008

To assist in assessing the Applicants' short term financial
performance and ongoing financing requirements, they prepared a
revised cash flow forecast for the 13-week period ending
Oct. 5, 2008.  The Monitor said the Applicants' management
expects that the consolidated North American operations will
incur negative cash flow of US$71,000,000 for the period.

The Applicants had an unrestricted cash balance of
US$140,000,000, on July 6, 2008.  The liquidity available to the
Applicants is currently US$385,000,000, and is forecasted to be
at least US$315,000,000 throughout Sept. 30, 2008.  The Monitor
related that since Jan. 1, 2008, about US$31,300,000 of
professional fees have been reported as expenses to the income
statement.

               Status of Latin American Operations

According to the Monitor, the Applicants are working on a
transfer of US$4,000,000 to the Colombian operations, which
would completely utilize the US$10,000,000 basket for non-
petitioner liabilities for the Latin American Group, but would
not consume any of the additional US$5,000,000 basket for non-
petitioner liabilities that relate to the operations of non-
petitioners other than for the European operations.

The Monitor related that Quebecor World Bogota, S.A., received a
notice from a lender indicating that its existing lines of
credit of approximately US$8,000,000 needed to be renewed as
they were overdue.  A proposal to renew US$6,000,000 of the
Colombia Loans under a five-year agreement is under discussion
with the lender.  To execute the renewal, the Colombia Loans
need to be repaid in full by QW Bogota.  To refund the Colombia
Loans, the Applicants will need to transfer US$8,000,000 to QW
Bogota, of which US$2,000,000 will be on a temporary basis.  The
US$2,000,000 advance will be refunded to the Applicants with the
proceeds of the new US$6,000,000 loan.  The transfer is expected
to be made by the end of July 2008.

The Applicants' legal counsel confirmed that, to the extent the
US$8,000,000 transfer to QW Bogota is made from funds permitted
for Latin America from the US$10,000,000, and US$5,000,000,
baskets, the transfer will not create any defaults with the
Final DIP Order, the Monitor told the CCAA Court.

               Status of the European Operations
                                                                             
     
The Applicants had transferred a total of EUR19,000,000, to
finance their European Operations.  Of this amount,
EUR5,700,000, has been refunded as part of the gross proceeds of
sale of certain of its European assets.

                  Applicants' Business Plan

The Monitor related that the Applicants organized a three-day
presentation in early July 2008 of its five-year business plan,
including the visit of two plants located near Philadelphia, in
the United States.  An overview of the Business Plan was
presented and the details of the business plan for each of the
major business segments were presented by the management of each
of the business segments.  Since receiving the Business Plan,
the financial advisors to the Committee have been conducting due
diligence on the Business Plan.  E&Y said the delivery of the
Business Plan has been completed early in the restructuring
proceedings.  

The Monitor added that the Applicants require more time to work
with the Ad Hoc Bond Committee and Bank Syndicate to establish
terms in which representatives of each committee would sign
confidentiality agreements and obtain confidential information
for purposes of negotiating the terms of the restructuring plan.

The Monitor told the CCAA Court that it has made progress with
respect to the requests from advisors for the Committee to
conduct a factual investigation of information concerning the
status of the intercompany accounts of Quebecor World group.  
However, the Monitor said the work is not yet completed, due to
a number of factors, including, the complexity of the corporate
structure and the very high level of interaction between the
affiliates, and the fact that the employees who could assist the
Monitor in performing the review had a heavy workload requiring
them to direct their attention to other high priority projects
like preparing monthly operating reports and other financial
statements.

As the Monitor, however, issued an interim report on its
findings, a copy of which is available for free at:

           http://ResearchArchives.com/t/s?2fed
                                                                             
                                             
                      About Quebecor World

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

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

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

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

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

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

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Panel Taps Lowenstein Sandler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors sought the
permission of the U.S. Bankruptcy Court for the Southern
District of New York to retain Lowenstein Sandler PC as its
conflicts counsel, nunc pro tunc June 30, 2008.

Webb Stanley, director of risk management at Abitibi-
Consolidated Sales Corp., and co-chairman of the Creditors'
Committee, related that the Committee's lead counsel, Akin Gump
Strauss Hauer & Feld, LLP, has advised the Committee that
certain entities who may be defendants in avoidance actions to
be filed by the Debtors are or were the firm's clients, thus
giving rise to potential or actual conflicts.

The Committee told the Court that it needs to retain Lowenstein
Sandler to prosecute the Avoidance Actions against those
defendants that Akin Gump represents, as well as with future
matters where Akin Gump may have a conflict.

As the Committee's conflicts counsel,  Lowenstein Sandler is
expected to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties;

   (b) assist the Committee in investigating potential claims
       in connection with the Debtors' Chapter 11 cases
       including claims related to the Avoidance Actions;
   
   (c) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers in connection with
       the Chapter 11 cases;
       
   (d) appear in Court and other courts on behalf of the
       Committee to prosecute necessary motions, applications,
       complaints and other pleadings, and otherwise to protect
       the interests of the Debtors' unsecured creditors in
       instances where Akin Gump has a conflict; and
     
   (e) perform other legal services as may be required by the
       Committee.
       
With respect to the Avoidance Actions, Akin Gump and Lowenstein
Sandler will be working to jointly represent the Committee,
Mr. Stanley said.  Akin Gump and Lowenstein Sandler have advised
the Committee that they will coordinate their activities to
avoid any duplication of effort between the two law firms.

Lowenstein Sandler's customary hourly rates are:

    Professional                      Hourly Rates
    ------------                      ------------
    Principals                       US$400 - US$765
    Senior Counsel                   US$310 - US$520
    Counsel                          US$335 - US$405
    Associates                       US$220 - US$340
    Paralegals and Assistants        US$120 - US$195

Lowenstein Sandler will also seek reimbursement of actual and
necessary expenses it will incur during its servicing.

Kenneth A. Rosen, a member at Lowenstein Sandler, maintained
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code, and that it does not
represent any interest adverse to the Debtors or their estates.

The U.S. Trustee has notified the Court that it does not have
any objection to the retention application.
                                                                             
                                             
                      About Quebecor World

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

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

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

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

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

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

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.  (Quebecor World Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

ALCATEL-LUCENT: S&P Shifts Outlook to Neg., Affirms BB-/B Rtngs.
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised to negative from
stable its outlook on France-based telecommunications equipment
supplier Alcatel Lucent.
     
At the same time, the 'BB-/B' long- and short-term corporate
credit ratings on Alcatel Lucent, the 'BB-/B-1' long and short-
term corporate credit ratings on subsidiary Lucent Technologies
Inc., and all issue ratings on both companies were affirmed.
     
At June 30, 2008, Alcatel Lucent had on-balance-sheet gross debt
of EUR5.5 billion, including the equity component of convertible
bonds.
     
“The outlook revision primarily reflects our concerns about the
slow pace of improvement of Alcatel Lucent's margins and the
group's large negative free cash flow,” said S&P's credit
analyst Patrice Cochelin.
     
S&P is also concerned that Alcatel Lucent's announced management
changes could create further disruption for the company at a
time when operating performance remains weak and carrier demand
is softening.  Both Alcatel Lucent's non-executive chairman and
Chief Executive Officer will step down before year-end 2008.  A
new CEO is yet to be found.
     
S&P may downgrade the company by one notch if operating
performance (notably margins and cash flow generation) remains
weak -- in particular if prospects for a mid to high-single
digit adjusted operating margin in 2009 recede -- and if Alcatel
Lucent's liquidity position deteriorates unexpectedly.
     
“An outlook revision to stable would likely require steady and
meaningful sequential improvements in margins, and good
prospects for a sustainable return to free cash flow break even,
with the maintenance of a solid liquidity position,” said Mr.
Cochelin.

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

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


US AIRWAYS: Incurs US$567 Mil. Net Loss in Quarter Ended June 30
----------------------------------------------------------------
US Airways Group, Inc., on July 22, 2008, reported a net loss
for its second quarter 2008 of US$567 million, or US$6.16 per
share, compared to a net profit of US$263 million, or US$2.77
per diluted share for the same period last year.  Excluding net
special items of US$466 million, the Company reported a net loss
of US$101 million, or US$1.11 per share for its second quarter
2008.  This compares to a net profit excluding special items of
US$261 million, or US$2.74 per diluted share for the second
quarter of 2007, which included US$2 million of net special
items.

US Airways Chairman and CEO Doug Parker said, “Our second
quarter results reflect the unprecedented rise in fuel prices
that are impacting our industry.  We are working diligently to
reduce capacity and costs and execute on the new revenue
programs recently announced by US Airways and other airlines.  
Despite our disappointing results, we are pleased with the early
performance of our a la carte initiatives as we are seeing
strong early sales in our Choice Seats program and encouraging
revenue trends from our new first and second checked bag
policies.  We are also encouraged by our industry's response to
the current economic environment.”

Mr. Parker noted, “On the liquidity front, we ended the quarter
with a strong total cash and investments balance of US$2.8
billion.  While pleased with this position relative to our
peers, in light of the industry environment, we are working
productively with all of our stakeholders to further enhance
liquidity.”

“Last but certainly not least, US Airways' operational
turnaround has been nothing short of spectacular.  Following six
consecutive months of top-three finishes in on-time performance
among the ten largest U.S. airlines, our team of 35,000
employees is to be congratulated.  As a result of their hard
work, US Airways is leading the major airlines in on-time
performance in 2008,” continued Parker.

                  Revenue and Cost Comparisons

Mainline passenger revenue per available seat mile (PRASM) in
the second quarter was 11.42 cents, up 1.6% over the same period
last year.  Express PRASM was 20.60 cents, down 0.6% over the
second quarter 2007.  Total mainline and Express PRASM for US
Airways Group was 12.96 cents, which was up 2.0% over the second
quarter 2007 on a 0.9% increase in total available seat miles
(ASMs).

Mainline cost per available seat mile (CASM) was 15.33 cents, up
35.2 percent versus the same period last year on a decrease in
mainline capacity of 0.7 percent versus the second quarter of
2007.  The non-cash goodwill impairment contributed 3.21 cents,
or 80 percent of the period-over-period CASM increase.  
Additionally, fuel expense continues to be a significant
contributing factor to the CASM increase as the average mainline
fuel price per gallon excluding realized gains/losses on fuel
hedging instruments increased 69.2% year-over-year.  Excluding
fuel, unrealized and realized gains/losses on fuel hedging
instruments, and net special items, mainline CASM was 8.32
cents, up 4.0% from the same period last year.

Chief Financial Officer Derek Kerr stated, "Although our second
quarter results reflect the staggering increase in the price of
fuel, our fuel hedging strategy resulted in significant realized
gains of US$192 million during the quarter.  Had the average
price per gallon remained constant from the second quarter 2007,
our total fuel expense, including realized gains/losses on fuel
hedging instruments, would have been approximately
US$390 million lower.  In addition, during the second quarter we
also saw an increase in non-fuel unit costs that was primarily
driven by higher engine maintenance expense as well as a
reduction in mainline capacity of 0.7%."

                           Liquidity

As of June 30, 2008, the Company had US$2.8 billion in total
cash and investments, of which US$2.3 billion was unrestricted.

As previously announced, in order to preserve liquidity, US
Airways has reduced its forecasted capital expenditure plan for
2008 by approximately US$90 million since the beginning of the
year.  This brings the total 2008 estimated non-aircraft capital
expenditures to US$225 million.

As of June 30, 2008, the company listed US$8.0 billion in total
assets, US$7.4 billion in total liabilities, and US$593 million
in stockholders' equity.

                       Capacity Reductions

In response to the continued and unprecedented surge in oil
prices, the airline will reduce its fourth quarter and 2009
capacity by an additional one to two percent on a year-over-year
basis.  The airline had previously planned on a three to five
percent decrease in system capacity for both its fourth quarter
2008 and full-year 2009.

                  Second Quarter Special Items

During its second quarter, the company recognized US$466 million
of net special items.  These special items included a non-cash
accounting charge of US$622 million to write off all of the
goodwill created by the merger of US Airways Group, Inc. and
America West Holdings Corporation in September 2005, a non-cash
accounting charge of US$18 million related to the decline in
fair market value of certain spare parts associated with the
company's Boeing 737 aircraft, US$10 million in merger related
transition costs, and a US$6 million charge for lease return
costs and lease cancellation penalties related to certain Airbus
aircraft as a result of the fleet reductions announced in June
2008.  These expenses were offset by a US$190 million non-cash
unrealized net gain associated with the change in fair value of
the company's outstanding fuel hedge contracts.

                    Notable Accomplishments

People

    * Signed contracts with the airline's fleet service,
      maintenance training instructors, and mechanic-and-related
      employees represented by the International Association of
      Machinists and Aerospace Workers (IAM).  US Airways now
      has ratified contracts with all 11,000 of its IAM-
      represented employees.

    * Distributed approximately US$10 million over the first six
      months of 2008 to the airline's 35,000 employees through
      its Triple Play program, which measures US Airways'
      operational performance against the 10 largest U.S.
      airlines.

Finance

    * Announced several significant changes to the airline's
      business model including the fourth quarter 2008 and full-
      year 2009 domestic mainline capacity reductions of six to
      eight percent and eight to ten percent, respectively.

    * Implemented an a la carte pricing strategy, which was
      originally expected to generate approximately US$300 to
      US$400 million annually in incremental revenue; the
      company recently revised its estimates by US$100 million
      based on positive results thus far.  The company now
      anticipates it will generate US$400 to US$500 million in
      incremental revenue on an annualized basis.

Marketing

    * Introduced upgraded and enhanced Envoy (trans-Atlantic
      premium class) product with more personalized in-flight
      service, better-quality menus and greater choice.

    * Successfully began offering Choice Seats, where customers
      can reserve window and aisle seat assignments in the first
      few rows in the main cabin during web check-in for a small
      fee.

    * Signed new codeshare agreements with Swiss International
      Air Lines and Air China.  The new agreements allow for
      more convenient connectivity options for US Airways
      customers to both Europe and Asia.

    * Introduced redesigned and updated flight attendant and
      airport customer service employee uniforms.

Operations

    * For six consecutive months, US Airways has ranked as one
      of the top three airlines in on-time performance (among
      the 10 largest U.S. carriers).  This includes three number
      one finishes in December, January and March.

    * Broke ground on a new, state-of-the-art, environmentally        
      friendly, 58,000 square foot ground service equipment
      facility at Philadelphia International Airport.

US Airways further notes it anticipates recording additional
accounting charges in future quarters related to its capacity
reductions, including severance and costs associated with fleet
reductions.  Mr. Kerr says as of July 14, 2008, US Airways was
unable to reasonably estimate the amount and timing of these
charges.

A full-text copy of the Company's second quarter 2008 results on
Form 10-Q is available for free at:

             http://ResearchArchives.com/t/s?3055

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the companies'
second bankruptcy filing, they listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

(US Airways Bankruptcy News, Issue No. 163; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways
Group, Inc. as: Issuer Default Rating to 'CCC' from 'B-';
Secured term loan rating to 'B/RR1' From 'BB-/RR1'; and Senior
unsecured rating to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings
apply to about US$1.7 billion in outstanding debt. Fitch said
the rating outlook is negative.

The TCR-LA said on July 24, 2008, that Moody's Investors Service
downgraded the Corporate Family and Probability of Default
Ratings of US Airways Group, Inc. to Caa1 from B3 and lowered
the ratings of its outstanding corporate debt instruments and
certain Enhanced Equipment Trust Certificates (EETC).  Moody's
lowered the Speculative Grade Liquidity Assessment to SGL-4 from
SGL-3.  The rating outlook is negative.


US AIRWAYS: Registers 6,700,000 Shares for Equity Incentive Plan
----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Derek J. Kerr, senior vice president and chief
financial officer of US Airways Group, Inc., disclosed that
US Airways is registering with the SEC 6,700,000, shares of
common stock pursuant to the US Airways Group, Inc., 2008 Equity
Incentive Plan.

US Airways may (i) issue an undetermined number of additional
shares, or (ii) combine the shares being registered into an
undetermined lesser number of shares, as a result of events like
stock splits, stock dividends or similar transactions pursuant
to the terms of the Plan, Mr. Kerr says.

Mr. Kerr further disclosed that US Airways estimated the
offering price for the shares pursuant to Rule 457(c) and (h) of
the Securities Act of 1933, as amended, solely for the purpose
of calculating the registration fee, and the Company based the
Offering Price upon the average of the high and low prices of
the Company's common stock on June 27, 2008, as quoted on the
New York Stock Exchange.

The purpose of the 2008 Incentive Plan is to further the
long-term stability and financial success of US Airways and its
related companies by attracting and retaining employees and
other service providers through the use of cash and stock
incentives, Mr. Kerr explained.

US Airways believe that ownership of its common stock and the
use of cash incentives will stimulate the efforts of its service
providers upon whose judgment and interests US Airways are and
will be largely dependent for the successful conduct of its
business.  The company also believes that the awards will
strengthen the desire of its service providers to remain with
them and will further identify its interests with the interests
of its shareholders.  US Airways intend to use the 2008
Incentive Plan to grant stock incentives to compensate non-
employee members of its Board of Directors.

The 2008 Incentive Plan replaces and supersedes the US Airways
Group, Inc., 2005 Equity Incentive Plan, effective as of
Sept. 27, 2005.  Upon approval of the Plan by the company's
shareholders, no additional awards will be made under the 2005
Incentive Plan, although outstanding awards previously made
under the 2005 Incentive Plan will continue to be governed by
the terms and conditions of the 2005 Incentive Plan.  US Airways
forfeits shares that are subject to outstanding awards under the
2005 Incentive Plan that expire.  Otherwise, the shares
terminate.  Unexercised shares may be subjected to new awards
under the 2008 Incentive Plan.

A full-text copy of the US Airways Group, Inc., 2008 Equity
Incentive Plan is available for free at:

              http://ResearchArchives.com/t/s?3054

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the companies'
second bankruptcy filing, they listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

(US Airways Bankruptcy News, Issue No. 163; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways
Group, Inc. as: Issuer Default Rating to 'CCC' from 'B-';
Secured term loan rating to 'B/RR1' From 'BB-/RR1'; and Senior
unsecured rating to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings
apply to about US$1.7 billion in outstanding debt.  Fitch said
the rating outlook is negative.

The TCR-LA said on July 24, 2008, that Moody's Investors Service
downgraded the Corporate Family and Probability of Default
Ratings of US Airways Group, Inc. to Caa1 from B3 and lowered
the ratings of its outstanding corporate debt instruments and
certain Enhanced Equipment Trust Certificates (EETC).  Moody's
lowered the Speculative Grade Liquidity Assessment to SGL-4 from
SGL-3.  The rating outlook is negative.


US AIRWAYS: Wellington Management Discloses 4.53% Stake
-------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated July 10, 2008, Wellington Management Company,
LLP, disclosed that as of June 30, 2008, it beneficially owned
4,168,331, shares of US Airways Group, Inc.'s common stock
representing 4.53% of the USAir Group shares outstanding.

Wellington has shared voting power on 3,257,207 shares, and
shared dispositive power on 4,168,331 shares.

There are 92,173,934 total shares outstanding of US Airways
Group, Inc.'s, common stock as of July 16, 2008.

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the companies'
second bankruptcy filing, they listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

(US Airways Bankruptcy News, Issue No. 163; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways
Group, Inc. as: Issuer Default Rating to 'CCC' from 'B-';
Secured term loan rating to 'B/RR1' From 'BB-/RR1'; and Senior
unsecured rating to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings
apply to about US$1.7 billion in outstanding debt.  Fitch said
the rating outlook is negative.

The TCR-LA said on July 24, 2008, that Moody's Investors Service
downgraded the Corporate Family and Probability of Default
Ratings of US Airways Group, Inc. to Caa1 from B3 and lowered
the ratings of its outstanding corporate debt instruments and
certain Enhanced Equipment Trust Certificates (EETC).  Moody's
lowered the Speculative Grade Liquidity Assessment to SGL-4 from
SGL-3.  The rating outlook is negative.


US AIRWAYS: Pilots Group Presses for Probe on Fueling Practices
---------------------------------------------------------------
Concerns over the adequacy of fueling practices at US Airways
were raised on national news by allegations from the US Airline
Pilots Association, which said that the airline was pressuring
pilots to carry less fuel.  USAPA said that the issue emerged
when US Airways singled-out eight Senior Trans-Oceanic
International Captains for mandatory “training”, based on the
Captains using their judgment to add additional fuel.  USAPA
considers this to be retaliatory discipline.

USAPA stated that the affected pilots were targeted as a result
of previous decisions to add fuel, and were called-in on their
days off and subjected to hours of simulator work and classroom
lectures; neither of which are part of any FAA approved US
Airways Pilot Training Program.  USAPA believes that the message
being communicated to the US Airways pilots is that, if they
request additional fuel, they will be subject to retaliatory
discipline.

USAPA President, Steve Bradford, said, “US Airways Pilots are
seasoned professionals who are well aware of the fact that
carrying fuel adds weight to the aircraft.  But they also know
that the FAA minimum fuel reserves are just that, a bare
minimum, and akin to driving your car with the low fuel light
flashing; few drivers would be comfortable with that situation.”  
The US Airways Pilots believe that it is important for the
public to realize that using just one gallon of the FAA minimum
reserve fuel may cause a Pilot to declare a “Fuel Emergency”.
Air traffic delays, bad weather and unforeseen events are just
some of the reasons why the FAA grants Captains the authority to
decide how much fuel is carried on their aircraft.

“It smacks of intimidation and harassment; a pilot training
department should never be used as a tool for pilot discipline,”
said President Bradford.  “If Management were really interested
in fuel conservation, they would adopt the training for all
pilots, not just a few.  In our view, our pilots are being
pressured into loading less fuel in order to avoid what we
consider to be retaliatory discipline.  We consider Management's
attempt to influence pilots' safety-related decisions based on
cost-considerations as setting a dangerous precedent for the
airline industry.”

In a letter to the FAA dated July 16, 2008, USAPA requested a
full investigation stating that they consider Management's
actions a “dangerous intrusion on Captain's Authority which has
the effect of eroding flight safety standards”.

USAPA represents over 5,000 US Airways pilots in seven domiciles
across the United States.

                      FAA and USAir Respond

Federal Aviation Administration spokesman Les Dorr said FAA was
aware of USAPA's charges against US Airways management and was
looking into the issue, Max Jarman of The Arizona Republic
reports.

US Airways acknowledged the pilot's right to request additional
fuel; however, the airline believed it was appropriate to ask
the pilots to meet with the training department so they could
study their experiences and see to it that the airline's
guidelines are sufficient, The Arizona Republic says.

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the companies'
second bankruptcy filing, they listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

(US Airways Bankruptcy News, Issue No. 163; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways
Group, Inc. as: Issuer Default Rating to 'CCC' from 'B-';
Secured term loan rating to 'B/RR1' From 'BB-/RR1'; and Senior
unsecured rating to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings
apply to about US$1.7 billion in outstanding debt.  Fitch said
the rating outlook is negative.

The TCR-LA said on July 24, 2008, that Moody's Investors Service
downgraded the Corporate Family and Probability of Default
Ratings of US Airways Group, Inc. to Caa1 from B3 and lowered
the ratings of its outstanding corporate debt instruments and
certain Enhanced Equipment Trust Certificates (EETC).  Moody's
lowered the Speculative Grade Liquidity Assessment to SGL-4 from
SGL-3.  The rating outlook is negative.


US AIRWAYS: Inks Maintenance Pact with IAE; Ends Two Flights
------------------------------------------------------------
According to Pittsburgh Business Times, US Airways Group Inc.
inked a long-term maintenance agreement with IAE International
Aero Engines, a multinational aero-engine consortium based in
Connecticut.

The pact, which covers engines used on the airline's fleet of
Airbus A320 aircraft, will initially cover 74 V2500-A5 powered
aircraft already in service and engines for 78 aircraft that US
Airways ordered last year, says the report.

The Agreement ends on 2032.  Financial terms were not provided.

“The V2500 offers significant advantages in terms of fuel burn
and lowest total emissions, and IAE's comprehensive support
package will ensure that we can maximize the associated
benefits,” said Hal Heule, US Airways' senior vice president of
technical operations, reports the Pittsburgh Times.

Meanwhile, Sacramento Business Journal says in line with the
carrier's plan to cut domestic mainline capacity in the fourth
quarter by 6 to 8% from year-earlier levels, US Airways will end
its recently launched daily service to Charlotte from Sacramento
International Airport on Aug. 18, 2008.

The carrier will likewise end daily nonstop service to Panama
City, Florida, starting Sept. 2, says the report.

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the companies'
second bankruptcy filing, they listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

(US Airways Bankruptcy News, Issue No. 163; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Fitch Ratings has downgraded the debt ratings of US Airways
Group, Inc. as: Issuer Default Rating to 'CCC' from 'B-';
Secured term loan rating to 'B/RR1' From 'BB-/RR1'; and Senior
unsecured rating to 'CC/RR6' from 'CCC/RR6'.  Fitch's ratings
apply to about US$1.7 billion in outstanding debt.  Fitch said
the rating outlook is negative.

The TCR-LA said on July 24, 2008, that Moody's Investors Service
downgraded the Corporate Family and Probability of Default
Ratings of US Airways Group, Inc. to Caa1 from B3 and lowered
the ratings of its outstanding corporate debt instruments and
certain Enhanced Equipment Trust Certificates (EETC).  Moody's
lowered the Speculative Grade Liquidity Assessment to SGL-4 from
SGL-3.  The rating outlook is negative.



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

FRESENIUS SE: US$2.4BB Debt Issue Won't Affect Fitch's Ratings
--------------------------------------------------------------
Fitch Ratings says it does not expect Fresenius SE's planned
issuance of US$2.4 billion of secured debt to have any impact on
the 'BB' senior unsecured ratings of both the company and its
main rated subsidiary, Fresenius Medical Care AG Co. KGaA.

The total debt issue includes a five-year term loan A of
US$850 million, a six-year term loan B of US$900 million and a
revolver of US$650 million.  Both the term loans and
US$150 million of the revolving facility will be used to finance
Fresenius SE's acquisition of APP Pharmaceuticals Inc.  The
drawn amount of secured debt will account for about 40% of the
total financing package for APP Pharmaceuticals Inc, upon
completion.

Although the debt issue will increase the group secured debt as
a percentage of consolidated EBITDA, to around 2x on a fully
drawn basis based on forward looking pro-forma 2009 EBITDA,
Fitch does not consider this to be material enough to trigger a
downgrade of the senior unsecured debt of Fresenius SE and FMC.  
Fitch expects this ratio to decline in the short-to-medium term,
helped by an increase in EBITDA and a reduction in the amount of
consolidated secured debt.  Therefore, Fitch continues to assume
average recovery prospects for unsecured creditors upon default.

To determine the materiality of the senior secured debt in the
debt structure, Fitch uses a consolidated approach given the
control Fresenius SE has over FMC and the centralized treasury
in place, among other factors.

On July 7, 2008, Fitch changed Fresenius SE's and FMC's Long-
term Issuer Default rating Outlooks to Negative from Stable and
affirmed their Short-term IDRs and instrument ratings.  This
followed Fresenius SE's agreement to purchase APP
Pharmaceuticals Inc., a leading manufacturer of generic I.V.
drugs in North America, for a cash consideration of
US$3.7 billion plus an additional US$0.9 billion of net debt
assumed and a contingent value right.

Fitch currently rates Fresenius as:

Fresenius SE:

  -- Long-term Issuer Default rating at 'BB' with Outlook
     Negative

  -- Short-term IDR at 'B'
  -- Senior unsecured debt rating at 'BB'

Fresenius Finance B.V.:

  -- Senior unsecured debt rating for guaranteed senior notes at
     'BB'

Fresenius Medical Care AG & CO. KGaA (FMC):

  -- Long-term IDR at 'BB' with Negative Outlook
  -- Short-term IDR at 'B'
  -- Senior unsecured debt rating at 'BB'

Fresenius Medical Care Capital Trusts:

  -- Subordinated rating for guaranteed trust preferred
     securities at 'B+'

Headquartered in Bad Homburg v.d.H., Germany, Fresenius SE --
http://www.fresenius.se/-- provides products and services for   
dialysis, hospital and outpatient medical care.  For the
fiscal year ended on Dec. 31, 2007, Fresenius SE generated
consolidated sales of EUR11.4 billion.  The company has
operations in Brazil and Mexico.  The Fresenius Group had
116,203 employees worldwide.

Based in Bad Homburg, Germany, Fresenius Medical Care AG & Co.
KGaA is the world's leading provider of dialysis products and
services.  For the fiscal year ended 31 December 2007, Fresenius
Medical Care generated net revenues of US$9.7 billion.


GMAC LLC: Posts Prelim Second Quarter Net Loss of US$2.5 Billion
----------------------------------------------------------------
GMAC LLC's wholly owned subsidiary GMAC Financial Services
reported a 2008 second quarter net loss of US$2.5 billion,
compared to net income of US$293 million in the second quarter
of 2007.  Affecting results in the quarter were a US$716 million
impairment of vehicle operating lease assets in the automotive
finance business as a result of declining vehicle sales and
lower used vehicle prices for certain segments, as well as
significant losses at Residential Capital, LLC related to asset
sales, valuation adjustments, and loan loss provisions.  These
items were partially offset by profitable results in the
insurance and international auto finance businesses.

“A soft economic environment and continued volatility in the
mortgage and credit markets have significantly affected results
for the second quarter,” GMAC Chief Executive Officer Alvaro G.
de Molina said.  “While conditions such as higher fuel prices
and weaker consumer credit prove to be headwinds, we continue to
aggressively manage through this economic disruption to position
GMAC for longer-term success.”

Mr. de Molina stated, “Despite the current obstacles, we are
encouraged by some key wins such as successfully completing our
global refinancing and bond exchange, preserving long-term
ownership of GMAC Bank, and de-risking the balance sheet at
ResCap.  There is still more to do and the management team is
committed to taking the steps needed to ensure a solid
foundation for the company, including continued realignment and
streamlining of the mortgage business and better optimization of
the risk and reward model in auto financing.”

               Second Quarter Net Income/(Loss)
                          (US$ in millions)

                                  Q208     Q207       Change
                                  ----     ----       ------
Global Automotive Finance     (US$717)    US$395      (US$1,112)
   Insurance                      135        131              4
   ResCap                      (1,860)      (254)        (1,606)
   Other(1)                       (40)        21            (61)
Net Income/(Loss)           (US$2,482)    US$293      (US$2,775)

    (1) Includes Commercial Finance operating segment, 21%
        ownership of former commercial mortgage unit and other
        corporate activities.

                       Liquidity and Capital

GMAC's consolidated cash and cash equivalents were
US$14.3 billion as of June 30, 2008, down slightly from the cash
balance of US$14.8 billion at March 31, 2008.  Of these total
balances, ResCap's cash and cash equivalents balance was
US$6.6 billion at quarter-end, up from US$4.2 billion at
March 31, 2008.  The change in consolidated cash is related to
repayment of GMAC and ResCap debt maturities, offset by new
secured funding, lower asset levels and growth in deposits at
GMAC Bank.

In June, GMAC and ResCap announced a comprehensive series of
transactions, which included extending key bank facilities,
increasing the amount of available funding and further enhancing
liquidity positions. The transactions included:

-- GMAC obtaining a new, globally syndicated US$11.4 billion
    secured revolving credit facility with a multi-year maturity
    which steps down to US$7.9 billion after two years, and
    renewing the one-year, syndicated commercial paper back-up
    facility, New Center Asset Trust, in the amount of
    US$10 billion.

-- ResCap extending for one year the maturity on substantially
    all of its bilateral bank facilities totaling approximately
    US$11.6 billion and obtaining a new US$2.5 billion
    syndicated whole loan repurchase facility.

-- ResCap executing private exchange and cash tender offers for
    U.S. dollar equivalent of US$14.0 billion in aggregate
    principal amount of its outstanding debt, thereby reducing
    debt outstanding by US$2.9 billion in principal and
    extending maturities.

-- GMAC providing a US$3.5 billion two-year senior secured
    credit facility to ResCap, which includes US$750 million of
    first loss protection from General Motors Corp. and Cerberus
    ResCap Financing LLC, an affiliate of FIM Holdings LLC.

-- Significantly reducing ResCap's tangible net worth covenants
    related to its credit facilities from the previous level of
    US$5.4 billion to US$250 million (excluding GMAC Bank) with
    consolidated liquidity of US$750 million.

During the second quarter, GMAC and certain affiliates of
Cerberus disclosed approximately US$2.4 billion of intended
actions to support ResCap's near term liquidity.  In addition,
GMAC contributed to ResCap approximately US$250 million
(principal amount) of ResCap debt, which was subsequently
retired.  In exchange for the capital contribution, GMAC
received additional shares of ResCap preferred equity equal to
the market value of the debt as of March 31, 2008.  As of
June 30, 2008, ResCap's total equity base was US$4.1 billion.

The Federal Deposit Insurance Corporation granted a 10-year
extension of GMAC Bank's current ownership on July 21, 2008.  
This action enables GMAC to strengthen the bank over the long-
term, which is an important source of funding for mortgage and
automotive financing activities.

                   Global Automotive Finance

GMAC's global automotive finance business reported a net loss of
US$717 million in the second quarter of 2008, compared to net
income of US$395 million in the year-ago period.  Weaker
performance was primarily driven by a US$716 million pre-tax
impairment on operating leases in the North American operation,
which more than offset profits in the international business.  
In measuring the accounting impairment, the company was able to
consider expected cash flows from various arrangements with
General Motors Corp., including approximately US$750 million
related to the risk-sharing arrangement; approximately
US$800 million related to the residual support program; and
approximately US$350 of residual-related settlement payments.  
Additional factors affecting results were an increase in the
provision for credit losses due to loss severity and lower gains
on sales.

The North American lease portfolio included approximately
US$30 billion in assets as of June 30, 2008 with approximately
US$12 billion in sport-utility vehicle leases, US$6 billion in
truck leases and US$12 billion in car leases.  The impairment of
operating leases resulted from the sharp decline in demand and
used vehicle sale prices for sport-utility vehicles and trucks
in the U.S. and Canada, which has affected GMAC's remarketing
proceeds for these vehicles.  As a result of these market
trends, GMAC is taking steps to reduce the volume of new lease
originations in the U.S.  The company will also discontinue the
SmartBuy balloon contract program, suspend all incentivized
lease programs in Canada and increase pricing and returns on
other lending activities.  GMAC's lease portfolio outside of
North America has not experienced the same decrease in market
value.

New vehicle financing originations for the second quarter of
2008 decreased to US$12.4 billion of retail and lease contracts
from US$14.0 billion in the second quarter of 2007, due to lower
industry sales levels in North America.

Credit losses have increased in the second quarter of 2008 to
1.40% of managed retail assets, versus 0.92% in the second
quarter of 2007.  The sharp increase is related to the current
trends in used vehicle prices, which drove higher loss severity.  
While losses trended up, delinquencies decreased in the second
quarter of 2008 to 2.30% of managed retail assets, versus 2.46%
in the prior year period.  The decrease reflects the recent
measures taken to tighten underwriting criteria and increased
customer servicing activities as the U.S. economy remains weak.

                           Insurance

GMAC's insurance business recorded net income of US$135 million,
up slightly from net income of US$131 million in the second
quarter of 2007.  Results primarily reflect a non-recurring tax
benefit, which offset higher weather-related losses.

The insurance investment portfolio was US$7.1 billion at
June 30, 2008, compared to US$7.4 billion at June 30, 2007.  The
decrease in the portfolio is due primarily to the repayment of
intercompany loans related to the funding of the Provident
Insurance acquisition.  The majority of the investment portfolio
is in fixed income securities with less than 10 percent invested
in equity securities.

In July, GMAC's plan to dividend 100 percent of the voting
interest in the insurance business to GMAC's shareholders was
completed.  GMAC continues to hold 100 percent of the economic
interest in GMAC Insurance.  This action was taken in the
interest of maintaining the current financial strength rating
and, therefore, preserving the value of the operation.

                    Real Estate Finance

ResCap reported a net loss of US$1.9 billion for the second
quarter of 2008, compared to a net loss of US$254 million in the
year-ago period.  Results are primarily attributable to
significant losses from asset sales as ResCap reduced the size
and risk of its balance sheet and higher loan loss provisions
due to continued deterioration in certain European markets.  
Partially offsetting losses was a US$647 million gain recognized
from ResCap's tender offer and the retirement of debt.

ResCap continues to implement an aggressive realignment of its
business amid a vastly changing mortgage market, despite the
negative impact to short-term earnings.  Recent actions include
significantly reducing the size and risk of its balance sheet,
originating only mortgages with market liquidity, winding down
the business lending portfolio, leveraging the world-class
servicing platform, and continuing to rationalize the cost base.

ResCap's U.S. residential finance business is beginning to
stabilize as the company reduces balance sheet risk and
continues to realign operations.  While prime conforming loan
production decreased modestly year-over-year with
US$12.2 billion in the second quarter of 2008 versus
US$12.7 billion in the year- ago period, production of higher-
margin government loans increased to US$3.8 billion this quarter
compared to US$800 million in the second quarter of 2007.  In
addition, operating expense targets were achieved.

The international mortgage business experienced a decline in net
income in the second quarter related to illiquidity in the
global capital markets and the continued weakening of consumer
credit in key markets.  This drove significant realized and
unrealized losses on loans held for sale.  As a result of the
market environment, ResCap has currently suspended all
production outside of the U.S. with the exception of Canadian
insured loans.  The business lending operations also experienced
continued pressure in the second quarter related to the decline
in home sales and residential real estate values.

                           Outlook

GMAC continues to manage through a softer economic environment
and a global market disruption with significant actions geared
toward achieving longer-term financial health.  Recent actions
include:

  -- Stabilizing liquidity by refinancing bank lines, extending
     debt maturities, and preserving long-term ownership of GMAC
     Bank;

  -- Significantly reducing ResCap's balance sheet;

  -- Taking steps to increase pricing and improve returns for
     all automotive leasing and lending activities;

  -- Reducing the volume of new lease originations in the U.S.
     and suspending all incentivized lease programs in Canada;

  -- Executing a plan to preserve the value of the insurance
     business; and

  -- Leveraging the proven servicing platforms in mortgage and
     auto finance to mitigate frequency and severity of losses.

Looking ahead, the company is focused on executing strategies
that restore profitability and longer-term financial health
including improving funding costs, evaluating opportunities to
shed non-core operations, and taking steps that move GMAC toward
an independent, bank-funded lender and servicer.

                        About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors           
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

In Latin America, the company has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Mexico, Venezuela.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for US$14 billion.

                         *     *     *

As reported by the Troubled Company Reporter-Latin America on
June 7, 2008, Fitch Ratings has downgraded the long-term Issuer
Default Rating of GMAC LLC and related subsidiaries to 'BB-'
from 'BB'.  Fitch has also downgraded GMAC's unsecured long-term
ratings to 'B+' from 'BB-', reflecting the potential for reduced
recovery in a default scenario should the company encumber
assets.   Additionally, Fitch has affirmed the 'B' short-term
ratings.  The Rating Outlook remains Negative.

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, Moody's Investors Service downgraded GMAC LLC's
senior rating to B2 from B1; the rating remains on review for
further possible downgrade.  This action follows Moody's rating
downgrade of ResCap LLC, GMAC's wholly owned residential
mortgage unit, to Caa1 from B2.


MERIDIAN AUTOMOTIVE: Asks Court to Close Chapter 11 Cases
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final decree order in October 2007 closing the Chapter 11 cases
of Meridian Automotive Systems-Composites Operations, Inc., and
its eight debtor-affiliates.  In December 2007, the bankruptcy
cases were re-opened solely to allow the Court to consider the
settlement agreement entered into by the Reorganized Debtors and
Plastech Engineered Products, Inc.

Robert S. Bradey, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, Meridian's counsel, asserts that it is
rightful to close the Reorganized Debtors' Chapter 11 cases
since:

  (a) the Reorganized Debtors' estates have been fully
      administered and substantially consummated;

  (b) the order confirming the Debtors' bankruptcy plan has
      become final and the Effective Date of the Plan has
      occurred;

  (c) there are no deposit requirements in the Plan;

  (d) the property required to be transferred under the Plan has
      been transferred and the Reorganized Debtors have assumed
      the management of the property dealt with by the Plan;

  (e) distributions to be made pursuant to the Plan will be made
      by the litigation trust in accordance with the terms of
      the Litigation Trust Agreement;

  (f) the Debtors have no remaining motions, contested matters
      or adversary proceedings by or against them pending before
      the Court; and

  (g) all expenses arising from the administration of the
      Debtors' estates, including court fees, U.S. Trustee fees,
      professional fees, and expenses, have been paid.

Mr. Bradey relates that Plastech has withdrawn its certification
of counsel in support of entry of a vacatur order.  Plastech is
currently undergoing bankruptcy proceedings before the U.S.
Eastern District of Michigan (Detroit), Southern Division.  In
addition, the Reorganized Debtors have paid Sherwin Williams
Company's administrative claim, which was filed in March 2008.

In light of these, the Reorganized Debtors ask the Court to
enter a final decree closing their Chapter 11 cases pursuant to
Section 350 of the Bankruptcy Code and Rule 3022 of the Federal
Rules of Bankruptcy Procedures:

  Case No.   Debtor Entity
  --------   -------------
  05-11168   Meridian Automotive
             Systems-Composites Operations, Inc.

  05-11169   Meridian Automotive Systems, Inc.

  05-11170   Meridian Automotive
             Systems-Angola Operations, Inc.

  05-11171   Meridian Automotive
             Systems-Construction, Inc.

  05-11172   Meridian Automotive
             Systems-Detroit Operations, Inc.

  05-11173   Meridian Automotive
             Systems-Grand Rapids Operation Inc.

  05-11174   Meridian Automotive
             Systems-Heavy Truck Operations Inc.

  05-11175   Meridian Automotive
             Systems-Shreveport Operations, Inc.

  05-11176   Meridian Automotive
             Systems-Mexico Operations, LLC

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth
Amended Reorganization Plan on Dec. 6, 2006.  The company
emerged from chapter 11 protection on Dec. 29, 2006. (Meridian
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERIDIAN AUTOMOTIVE: Ford Terminates Lighting Biz Sale Contract
---------------------------------------------------------------
Meridian Automotive Systems, Inc., said Ford Motor Company and
its affiliate, Automotive Components Holdings, LLC, terminated a
Memorandum of Understanding, pursuant to which Meridian will
purchase ACH's Sandusky, Ohio, automotive lighting facility.

According to Meridian, ACH and Ford said that it will not be
possible to sell the Sandusky lighting business on the terms
under the MOU because of the “significant changes in the overall
business environment, including recent reductions in projected
industry volumes”.

“The decision by ACH and Ford to terminate the MOU is
understandable, but is disappointing to all of us,” Richard E.
Newsted, Meridian's president and chief executive officer, said.
“We would reconsider this opportunity should business conditions
improve.  Of course, we remain committed to our lighting
customers and will continue to serve them from our world-class
manufacturing facilities located in Grand Rapids, Michigan and
Muzquiz, Coahuila, Mexico.”

The deal was contingent on reaching a new and long-term contract
with the United Autoworkers that would reduce operating costs at
the plant.  Kevin Furr, president of UAW Local 1216, related to
the Sandusky Register that Meridian's backing out will have a
positive impact on the Sandusky plant.  “We feel that Meridian
was not a good purchaser for our plant, relative to the
employees and the community,” Sandusky Register quoted Mr. Furr
as saying.

Meridian is currently a defendant in a lawsuit filed in the U.S.
District Court for the Southern District of Ohio by the United
Steelworkers on behalf of Meridian's workers at its Jackson,
Ohio facility.  The USW alleged that Meridian violated the
Workers Adjustment and Retraining Notification Act when the
company failed to notify Union-represented employees of its
intent to close the Jackson plant 60 days before the actions
were executed.

Reuters related that the now-terminated sale had been part of a
push by Ford to unload the money-losing assets of its former
Visteon Corp. subsidiary.  In the past 18 months, Ford has
announced a series of deals to sell off plants it took back from
Visteon as part of a bailout that was completed in 2005, Reuters
added.

                        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.

               About Meridian Automotive Systems

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth
Amended Reorganization Plan on Dec. 6, 2006.  The company
emerged from chapter 11 protection on Dec. 29, 2006. (Meridian
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


METROFINANCIERA CONSTRUCTION: S&P Cuts Rating on Notes to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Mexico's Metrofinanciera Construction Loan Trust #650's notes
series 2007-1 to 'BB+' from 'BBB+'.  The rating remains on
CreditWatch negative, where it was placed July 18, 2008.  The
notes are backed by construction bridge loans originated and
serviced by Metrofinanciera S.A. de C.V. SOFOM. E.N.R.
     
The rating action reflects the current portfolio, which is not
performing as S&P had expected when it assigned the original
rating.  Specifically, this series is showing high delinquency
levels (35.64% for total delinquencies and 1.92% for more-than-
90-day delinquencies), which could potentially reduce the credit
enhancement protection required for this rating level.  In
addition, the portfolio has excess spread of -0.90% and a large
gap between construction and sales, at 68.14% during the
revolving period (in similar transactions, S&P usually observes
a 20%-40% gap).
     
After incorporating these variables and performing a loan-by-
loan analysis using its CDO Evaluator 4.0 model, S&P estimated
the portfolio's new loss rates.  S&P then compared these rates
to the series' current credit protection (subordination,
overcollateralization, and excess spread) to determine the new
rating level.
     
S&P is continuously surveilling all variables that could affect
the credit performance of construction bridge loan
securitization programs (“As Mexico's Housing Construction
Sector Contracts, Challenges Loom For Bridge Loan
Securitizations,” published May 28, 2008, on RatingsDirect).  
S&P have recently seen a contraction in the residential real
estate industry, including a slowdown in property sales,
frequent payment extension of the underlying construction loans,
a delay in project completion, and an oversupply of housing in
certain states, particularly northern and central Mexico.
     
S&P will continue to monitor the underlying portfolio and
evaluate the servicer's actions.  S&P may take further rating
actions on the series 2007-1 notes, depending on the servicing
strategies and the underlying loans' performance.


METROFINANCIERA SA: S&P Cuts Rating to BB+ on Construction Notes
----------------------------------------------------------------
(MEXICO CITY-Standard & Poor's-Aug. 1, 2008/Pam)

Standard & Poor's Ratings Services has lowered its rating on
Mexico's Metrofinanciera Construction Loan Trust #650's notes
series 2007-1 to 'BB+' from 'BBB+'.  The rating remains on
CreditWatch negative, where it was placed July 18, 2008.  The
notes are backed by construction bridge loans originated and
serviced by Metrofinanciera S.A. de C.V. SOFOM. E.N.R.
     
The rating action reflects the current portfolio, which is not
performing as S&P had expected when it assigned the original
rating.  Specifically, this series is showing high delinquency
levels (35.64% for total delinquencies and 1.92% for more-than-
90-day delinquencies), which could potentially reduce the credit
enhancement protection required for this rating level.  In
addition, the portfolio has excess spread of -0.90% and a large
gap between construction and sales, at 68.14% during the
revolving period (in similar transactions, S&P usually observes
a 20%-40% gap).
     
After incorporating these variables and performing a loan-by-
loan analysis using its CDO Evaluator 4.0 model, S&P estimated
the portfolio's new loss rates.  S&P then compared these rates
to the series' current credit protection (subordination,
overcollateralization, and excess spread) to determine the new
rating level.
     
S&P is continuously surveilling all variables that could affect
the credit performance of construction bridge loan
securitization programs ("As Mexico's Housing Construction
Sector Contracts, Challenges Loom For Bridge Loan
Securitizations," published May 28, 2008, on RatingsDirect).  
S&P has recently seen a contraction in the residential real
estate industry, including a slowdown in property sales,
frequent payment extension of the underlying construction loans,
a delay in project completion, and an oversupply of housing in
certain states, particularly northern and central Mexico.
     
S&P will continue to monitor the underlying portfolio and
evaluate the servicer's actions.  S&P may take further rating
actions on the series 2007-1 notes, depending on the servicing
strategies and the underlying loans' performance.

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


RESIDENTIAL CAPITAL: GMAC LLC Posts US$2.5 Bil. Prelim Net Loss
---------------------------------------------------------------
GMAC LLC's wholly owned subsidiary GMAC Financial Services
reported a 2008 second quarter net loss of US$2.5 billion,
compared to net income of US$293 million in the second quarter
of 2007.  Affecting results in the quarter were a US$716 million
impairment of vehicle operating lease assets in the automotive
finance business as a result of declining vehicle sales and
lower used vehicle prices for certain segments, as well as
significant losses at Residential Capital, LLC related to asset
sales, valuation adjustments, and loan loss provisions.  These
items were partially offset by profitable results in the
insurance and international auto finance businesses.

“A soft economic environment and continued volatility in the
mortgage and credit markets have significantly affected results
for the second quarter,” GMAC Chief Executive Officer Alvaro G.
de Molina said.  “While conditions such as higher fuel prices
and weaker consumer credit prove to be headwinds, we continue to
aggressively manage through this economic disruption to position
GMAC for longer-term success.”

Mr. de Molina stated, “Despite the current obstacles, we are
encouraged by some key wins such as successfully completing our
global refinancing and bond exchange, preserving long-term
ownership of GMAC Bank, and de-risking the balance sheet at
ResCap.  There is still more to do and the management team is
committed to taking the steps needed to ensure a solid
foundation for the company, including continued realignment and
streamlining of the mortgage business and better optimization of
the risk and reward model in auto financing.”

               Second Quarter Net Income/(Loss)
                          (US$ in millions)

                                  Q208     Q207       Change
                                  ----     ----       ------
Global Automotive Finance     (US$717)    US$395      (US$1,112)
   Insurance                      135        131              4
   ResCap                      (1,860)      (254)        (1,606)
   Other(1)                       (40)        21            (61)
Net Income/(Loss)           (US$2,482)    US$293      (US$2,775)

    (1) Includes Commercial Finance operating segment, 21%
        ownership of former commercial mortgage unit and other
        corporate activities.

                       Liquidity and Capital

GMAC's consolidated cash and cash equivalents were
US$14.3 billion as of June 30, 2008, down slightly from the cash
balance of US$14.8 billion at March 31, 2008.  Of these total
balances, ResCap's cash and cash equivalents balance was
US$6.6 billion at quarter-end, up from US$4.2 billion at March
31, 2008.  The change in consolidated cash is related to
repayment of GMAC and ResCap debt maturities, offset by new
secured funding, lower asset levels and growth in deposits at
GMAC Bank.

In June, GMAC and ResCap announced a comprehensive series of
transactions, which included extending key bank facilities,
increasing the amount of available funding and further enhancing
liquidity positions. The transactions included:

-- GMAC obtaining a new, globally syndicated US$11.4 billion
    secured revolving credit facility with a multi-year maturity
    which steps down to US$7.9 billion after two years, and
    renewing the one-year, syndicated commercial paper back-up
    facility, New Center Asset Trust, in the amount of
    US$10 billion.

-- ResCap extending for one year the maturity on substantially
    all of its bilateral bank facilities totaling approximately
    US$11.6 billion and obtaining a new US$2.5 billion
    syndicated whole loan repurchase facility.

-- ResCap executing private exchange and cash tender offers for
    U.S. dollar equivalent of US$14.0 billion in aggregate
    principal amount of its outstanding debt, thereby reducing
    debt outstanding by US$2.9 billion in principal and
    extending maturities.

-- GMAC providing a US$3.5 billion two-year senior secured
    credit facility to ResCap, which includes US$750 million of
    first loss protection from General Motors Corp. and Cerberus
    ResCap Financing LLC, an affiliate of FIM Holdings LLC.

-- Significantly reducing ResCap's tangible net worth covenants
    related to its credit facilities from the previous level of
    US$5.4 billion to US$250 million (excluding GMAC Bank) with
    consolidated liquidity of US$750 million.

During the second quarter, GMAC and certain affiliates of
Cerberus disclosed approximately US$2.4 billion of intended
actions to support ResCap's near term liquidity. In addition,
GMAC contributed to ResCap approximately US$250 million
(principal amount) of ResCap debt, which was subsequently
retired.  In exchange for the capital contribution, GMAC
received additional shares of ResCap preferred equity equal to
the market value of the debt as of March 31, 2008.  As of
June 30, 2008, ResCap's total equity base was US$4.1 billion.

The Federal Deposit Insurance Corporation granted a 10-year
extension of GMAC Bank's current ownership on July 21, 2008.  
This action enables GMAC to strengthen the bank over the long-
term, which is an important source of funding for mortgage and
automotive financing activities.

                   Global Automotive Finance

GMAC's global automotive finance business reported a net loss of
US$717 million in the second quarter of 2008, compared to net
income of US$395 million in the year-ago period.  Weaker
performance was primarily driven by a US$716 million pre-tax
impairment on operating leases in the North American operation,
which more than offset profits in the international business.  
In measuring the accounting impairment, the company was able to
consider expected cash flows from various arrangements with
General Motors Corp., including approximately US$750 million
related to the risk-sharing arrangement; approximately
US$800 million related to the residual support program; and
approximately US$350 of residual-related settlement payments.  
Additional factors affecting results were an increase in the
provision for credit losses due to loss severity and lower gains
on sales.

The North American lease portfolio included approximately
US$30 billion in assets as of June 30, 2008 with approximately
US$12 billion in sport-utility vehicle leases, US$6 billion in
truck leases and US$12 billion in car leases.  The impairment of
operating leases resulted from the sharp decline in demand and
used vehicle sale prices for sport-utility vehicles and trucks
in the U.S. and Canada, which has affected GMAC's remarketing
proceeds for these vehicles.  As a result of these market
trends, GMAC is taking steps to reduce the volume of new lease
originations in the U.S.  The company will also discontinue the
SmartBuy balloon contract program, suspend all incentivized
lease programs in Canada and increase pricing and returns on
other lending activities.  GMAC's lease portfolio outside of
North America has not experienced the same decrease in market
value.

New vehicle financing originations for the second quarter of
2008 decreased to US$12.4 billion of retail and lease contracts
from US$14.0 billion in the second quarter of 2007, due to lower
industry sales levels in North America.

Credit losses have increased in the second quarter of 2008 to
1.40% of managed retail assets, versus 0.92% in the second
quarter of 2007.  The sharp increase is related to the current
trends in used vehicle prices, which drove higher loss severity.  
While losses trended up, delinquencies decreased in the second
quarter of 2008 to 2.30% of managed retail assets, versus 2.46%
in the prior year period.  The decrease reflects the recent
measures taken to tighten underwriting criteria and increased
customer servicing activities as the U.S. economy remains weak.

                           Insurance

GMAC's insurance business recorded net income of US$135 million,
up slightly from net income of US$131 million in the second
quarter of 2007.  Results primarily reflect a non-recurring tax
benefit, which offset higher weather-related losses.

The insurance investment portfolio was US$7.1 billion at
June 30, 2008, compared to US$7.4 billion at June 30, 2007.  The
decrease in the portfolio is due primarily to the repayment of
intercompany loans related to the funding of the Provident
Insurance acquisition.  The majority of the investment portfolio
is in fixed income securities with less than 10 percent invested
in equity securities.

In July, GMAC's plan to dividend 100 percent of the voting
interest in the insurance business to GMAC's shareholders was
completed.  GMAC continues to hold 100 percent of the economic
interest in GMAC Insurance.  This action was taken in the
interest of maintaining the current financial strength rating
and, therefore, preserving the value of the operation.

                    Real Estate Finance

ResCap reported a net loss of US$1.9 billion for the second
quarter of 2008, compared to a net loss of US$254 million in the
year-ago period.  Results are primarily attributable to
significant losses from asset sales as ResCap reduced the size
and risk of its balance sheet and higher loan loss provisions
due to continued deterioration in certain European markets.  
Partially offsetting losses was a US$647 million gain recognized
from ResCap's tender offer and the retirement of debt.

ResCap continues to implement an aggressive realignment of its
business amid a vastly changing mortgage market, despite the
negative impact to short-term earnings.  Recent actions include
significantly reducing the size and risk of its balance sheet,
originating only mortgages with market liquidity, winding down
the business lending portfolio, leveraging the world-class
servicing platform, and continuing to rationalize the cost base.

ResCap's U.S. residential finance business is beginning to
stabilize as the company reduces balance sheet risk and
continues to realign operations.  While prime conforming loan
production decreased modestly year-over-year with
US$12.2 billion in the second quarter of 2008 versus US$12.7
billion in the year- ago period, production of higher-margin
government loans increased to US$3.8 billion this quarter
compared to US$800 million in the second quarter of 2007.  In
addition, operating expense targets were achieved.

The international mortgage business experienced a decline in net
income in the second quarter related to illiquidity in the
global capital markets and the continued weakening of consumer
credit in key markets.  This drove significant realized and
unrealized losses on loans held for sale.  As a result of the
market environment, ResCap has currently suspended all
production outside of the U.S. with the exception of Canadian
insured loans.  The business lending operations also experienced
continued pressure in the second quarter related to the decline
in home sales and residential real estate values.

                           Outlook

GMAC continues to manage through a softer economic environment
and a global market disruption with significant actions geared
toward achieving longer-term financial health.  Recent actions
include:

  -- Stabilizing liquidity by refinancing bank lines, extending
     debt maturities, and preserving long-term ownership of GMAC
     Bank;

  -- Significantly reducing ResCap's balance sheet;

  -- Taking steps to increase pricing and improve returns for
     all automotive leasing and lending activities;

  -- Reducing the volume of new lease originations in the U.S.
     and suspending all incentivized lease programs in Canada;

  -- Executing a plan to preserve the value of the insurance
     business; and

  -- Leveraging the proven servicing platforms in mortgage and
     auto finance to mitigate frequency and severity of losses.

Looking ahead, the company is focused on executing strategies
that restore profitability and longer-term financial health
including improving funding costs, evaluating opportunities to
shed non-core operations, and taking steps that move GMAC toward
an independent, bank-funded lender and servicer.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.


RESIDENTIAL CAPITAL: S&P's 'CCC+' Rtg. Unmoved by US$1.9BB Loss
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Residential Capital
LLC's (CCC+/Negative/C) quarterly results will not affect its
ratings on the company.  Residential Capital LLC reported a
US$1.9 billion net loss in second-quarter 2008, driven by losses
on asset sales (US$1.4 billion pretax) and higher provision and
reserve charges (US$591 million pretax).  

Although Residential Capital LLC has made significant strides in
reducing risk and continues to do so, the scale and scope of the
deterioration in the housing and mortgage markets have
overwhelmed Residential Capital LLC's progress.  

Importantly, the company completed a debt exchange in the
quarter and obtained, restructured, or renewed various debt or
liquidity facilities.  Covenants are consequently more
accommodative than under previous agreements and the company's
liquidity position is stabilized, as no material debt maturities
occur until 2010.  Although it results in relief for the
company, S&P considers the transaction a distressed debt
exchange.  S&P expects pressures to continue in the housing and
mortgage markets into 2009.  S&P therefore anticipate
Residential Capital LLC continuing to suffer from high levels of
provisioning, impairment charges, and asset sale losses.  

S&P factored these considerations into our 'CCC+' rating
assigned on July 15, 2008, following the downgrade to 'SD'
(selective default as a result of the above mentioned distressed
debt exchange) on June 4, 2008.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.


SEMGROUP LP: Taps Richards Layton as Bankruptcy Co-Counsel
----------------------------------------------------------
SemGroup L.P. sought authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Richards, Layton &
Finger, P.A., as their bankruptcy co-counsel under an evergreen
retainer, nunc pro tunc to the bankruptcy filing.

Richards Layton had rendered legal services and advice to the
Debtors since July 15, 2008, and has acquired knowledge of the
Debtors' businesses, financial affairs, and capital structure,
Terrence Ronan, SemGroup, L.P.'s acting president and chief
executive officer, relates.  The Debtors selected Richards
Layton because of its experience and knowledge in the rights of
debtors and creditors, and Chapter 11 business reorganizations.

As the Debtors' co-counsel, Richards Layton will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors-in-possession;

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

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

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

The Debtors will pay these Richards Layton professionals
according to their customary hourly rates:

    Professional                       Hourly Rate
    ------------                       -----------
    Mark D. Collins                       US$600      
    John H. Knight                        US$550
    Maris J. Finnegan                     US$300
    L. Katherine Good                     US$275
    Ann Jerominski                        US$185

The Debtors will also reimburse Richards Layton for any
necessary out-of-pocket expenses the firm incurs while providing
services for the Debtors.  Prior to the bankruptcy filing, the
Debtors had advanced US$175,000 to Richards Layton as an
evergreen retainer.

John H. Knight, Esq., director at Richards Layton, stated that
the members, counsel and associates of Richards Layton:

  -- do not have any connection with any of the Debtors, their
     affiliates, their creditors, or any other party in interest
     and their respective attorneys or accountants, the U.S.
     Trustee, the U.S. District Court for the District of
     Delaware, or any person employed in the said offices;

  -- are “disinterested persons” as the term is defined under
     Section 101(14) of the Bankruptcy Code; and

  -- do not represent any interest adverse to the Debtors and
     their estates.
                                            
                       About SemGroup L.P.

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

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

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

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

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

                         *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: Wants to Hire Hall Estill as Special Counsel
---------------------------------------------------------
SemGroup L.P. sought authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Hall, Estill, Hardwick,
Gable, Golden & Nelson, P.C., as special corporate and
litigation counsel, nunc pro tunc to the bankruptcy filing.

The Debtors selected Hall Estill as special corporate and
litigation counsel because of the firm's considerable experience
in representing the Debtors in their general corporate,
transactional and litigation matters.

As the Debtors' counsel, Hall Estill will represent the Debtors
with respect to their organizational structure, general business
issues and governance issues, past, pending and future
transactions and litigation, intercompany relationships and
transactions, domestic and international patent, trademark,
licensing and other intellectual property matters, tax and ERISA
matters, and other regulatory and investigatory matters.

The Debtors will pay the firm's professionals according to their
customary hourly rates:

    Professional                       Hourly Rate
    ------------                       -----------
    Michael D. Cooke                      US$375      
    W. Deke Canada                        US$230
    Genevieve L. Neff                     US$200
    Matthew T. Crook                      US$200
    Kenneth L. Hunt                       US$350
    Adam D. Grandon                       US$180
    Kyle D. Freeman                       US$230
    B. Kenneth Cox, Jr.                   US$310
    Richard Edmondson                     US$350
    Mark K. Blongewicz                    US$310
    Michael T. Keester                    US$310
    John F. Hiel, III                     US$230
    Michael D. Graves                     US$375
    Thomas A. Creekmore III               US$350
    Steven W. Soule                       US$285
    Pamela H. Goldberg                    US$280
    Anthony J. Jorgensen                  US$245
    James M. Reed                         US$335
    Stuart E. Van De Wiele                US$225
    Bonnie N. Hackler                     US$230
    John T Richer                         US$200

The Hall Estill legal assistants charge between US$130 to US$140
per hour.  Prior to the bankruptcy filing, the Debtors paid Hall
Estill a retainer deposit of US$200,000 for fees and US$35,000
for expenses in connection with the firm's representation of the
Debtors.

Michael D. Cooke, Esq., at Hall Estill, assured the Court that
the members, counsel and associates of his firm are
“disinterested persons” as the term is defined under Section
101(14) of the Bankruptcy Code.
                                                                             
                                             
                       About SemGroup L.P.

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

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

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

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

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

                         *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.


SEMGROUP LP: Organizational Meeting to Form Panel Held August 1
---------------------------------------------------------------
An organization meeting for the purpose of forming an official
committee of unsecured creditors in the Chapter 11 cases of
SemGroup, L.P., and its 24 debtor affiliates was held on
Aug. 1, 2008, at 1:00 p.m., at The Double Tree Hotel, located
at 700 King Street, Salon K, in Wilmington, Delaware.

The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' cases.

No committee has been appointed as of press time.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A
representative of the Debtor, however, may attend the
Organizational Meeting, and provide background information
regarding the bankruptcy cases.

                       About SemGroup L.P.

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

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

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

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

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

                         *     *    *

On July 25, 2008, the Troubled Company Reported that Fitch
Ratings downgraded the ratings of SemGroup, L.P., SemCrude L.P,
and SemCAMS Midstream Co. and simultaneously withdrawn all
ratings.  The withdrawn ratings include Issuer default Rating D
assigned to SemGroup, L.P., SemCrude, L.P., and SemCAMS
Midstream Co.  Fitch Ratings has downgraded, removed from Rating
Watch Negative, and simultaneously withdrawn (a) SemGroup,
L.P.'s Senior unsecured to 'C' from'B/RR3'; (b) SemCrude L.P.'s
Senior secured working capital facility to 'CCC' from 'BB-/RR1';
Senior secured revolving credit facility to 'CC' from 'B+/RR1';
and Senior secured term loan B to 'CC' from 'B+/RR1'; and (c)
SemCAMS Midstream Co. (SemCAMS) Senior secured working capital
facility to 'CCC' from 'BB-/RR1'; Senior secured revolving
credit facility to 'CC' from 'B+/RR1'; and Senior secured term
loan B to 'CC' from 'B+/RR1'.

Also, Moody's Investors Service downgraded SemGroup, L.P.'s  
Corporate Family Rating to Ca from Caa2, its Probability of  
Default Rating to D from Caa3, its senior unsecured rating to C  
(LGD 5; 86%) from Ca (LGD 4; 69%), and its first secured bank  
facilities to Caa3 (LGD 3; 38%) from B3 (LGD 2; 21%).  These  
actions affect rated cross guaranteed debt at parent SemGroup
and its subsidiaries SemCams Holding Company and SemCrude, L.P.

Further, Fitch Ratings lowered the Issuer Default Ratings of  
SemGroup, L.P., SemCrude L.P, and SemCAMS Midstream Co. to 'D'  
following the bankruptcy petition by SemGroup and most of units
on July 22, 2008.  These ratings are removed from Rating Watch
where they were placed on July 17, 2008.  The bank facility and  
securities ratings of SemGroup and units remain on Rating Watch  
Negative pending a review of the bankruptcy court petition.



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

DENNY'S CORP: June 25 Balance Sheet Upside-Down by US$172 Mil.
--------------------------------------------------------------
Denny's Corporation reported Tuesday results for its second
quarter ended June 25, 2008.

At June 25, 2008, the company's consolidated balance sheet
showed US$354.7 million in total assets and US$526.7 million in
total liabilities, resulting in a US$172.0 million stockholders'
deficit.

The company's consolidated balance sheet at June 25, 2008, also
showed strained liquidity with US$42.1 million in total assets
available to pay US$115.5 million in total current liabilities.

The company said it is able to operate with a substantial
working capital deficit because (1) restaurant operations and
most food service operations are conducted primarily on a cash
(and cash equivalent) basis with a low level of accounts
receivable, (2) rapid turnover allows a limited investment in
inventories, and (3) accounts payable for food, beverages and
supplies usually become due after the receipt of cash from the
related sales.

Net income for the second quarter was US$3.2 million, a decrease
of US$7.4 million compared with prior year net income of
US$10.6 million.  Adjusted income before taxes for the second
quarter was US$5.7 million, an increase of US$4.2 million
compared with prior year income of US$1.5 million.  This
measure, which is used as an internal profitability metric,
excludes restructuring charges, exit costs, impairment charges,
asset sale gains, share-based compensation, other nonoperating
expenses and income taxes.

For the second quarter of 2008, Denny's reported total operating
revenue, including company restaurant sales and franchise
revenue, of US$190.3 million compared with US$240.9 million in
the prior year quarter.  Company restaurant sales decreased
US$55.1 million due primarily to 141 fewer equivalent company
restaurants compared with the prior year quarter resulting from
the sale of company restaurants to franchisees under the
Franchise Growth Initiative.  During the second quarter, Denny's
opened two new company restaurants, closed one and sold 20 to
franchisee operators.

Company restaurant operating margin (as a percentage of company
restaurant sales) for the second quarter was 12.5%, an increase
of 0.9 percentage points compared with the same period last
year.  Product costs for the second quarter decreased 1.9
percentage points to 23.9% of sales due primarily to favorable
menu mix and menu price increases.  Payroll and benefit costs
increased 0.2 percentage points to 42.3% of sales as a result of
higher group insurance and management staffing costs partially
offset by improved crew labor efficiency and menu price
increases.  Utility expenses increased 0.3 percentage points to
4.9% of sales due primarily to higher natural gas costs.

Franchise revenue in the second quarter increased
US$4.4 million, or 20%, to US$27.0 million due primarily to an
increase of 146 equivalent franchise restaurants compared with
the prior year period.  The growth in franchise revenue included
a US$3.0 million increase in occupancy revenue, a US$1.6 million
increase in royalties partially offset by a US$200,000 decrease
in franchise fees.  

Franchise operating margin increased by US$2.8 million, or 18%,
to US$18.5 million in the second quarter as higher franchise
revenue offset a US$1.6 million increase in franchise costs,
primarily franchise occupancy costs.  Franchise operating margin
was 68.5% as a percentage of franchise and license revenue.  
During the second quarter, Denny(TM) franchisees opened two new
restaurants, closed eight and purchased 20 company restaurants.

Nelson Marchioli, president and chief executive officer, stated,
“We are pleased to report greater operating margins and strong
core earnings growth despite the difficult consumer and cost
environment.  The strategic actions we have taken to optimize
our business model, increase profitability and reduce debt are
evident in our improving results.  The growing contribution of
our higher margin franchise operations along with margin
improvements in our company restaurants have allowed us to raise
our income guidance for 2008.”  

“While we expect the challenge of reduced consumer spending to
continue impacting our sales, we are encouraged by the reception
to our new products and promotions.  Our brand and marketing
teams are delivering compelling new menu items along with
aggressive new promotional campaigns to build profitable and
sustainable sales growth.  Through our strategic initiatives and
day-to-day execution in our restaurants, we expect continued
financial performance improvements as well as enhanced
shareholder value over time,” Mr. Marchioli said.

General and administrative expenses for the second quarter
declined US$1.6 million from the same period last year resulting
primarily from reduced staffing and other compensation expenses.

Depreciation and amortization expense for the second quarter
declined by US$2.6 million compared with the prior year period
primarily as a result of the sale of restaurant and real estate
assets over the past year.  Operating gains, losses and other
charges, net, which reflect restructuring charges, exit costs,
impairment charges and gains or losses on the sale of assets,
decreased US$15.1 million in the quarter due primarily to a
US$10.3 million decrease in gains on the sale of restaurants and
a US$4.5 million increase in severance and other restructuring
charges attributable to the redesign of Denny's organizational
structure as it transitions to a franchise-focused business
model.

Operating income for the second quarter decreased
US$12.8 million to US$10.5 million due primarily to the decrease
in gains on the sale of restaurants and the increase in
restructuring charges compared with the prior year period.  
Excluding gains, losses, and other charges in both periods,
operating income increased US$2.3 million despite a US$50.7
million decrease in total operating revenue due primarily to the
sale of company restaurants.

Interest expense for the second quarter decreased
US$2.1 million, or approximately 19%, to US$8.9 million as a
result of a US$97.2 million reduction in debt from the prior
year period.

Other nonoperating income increased US$1.4 million in the second
quarter due primarily to changes in the fair value of Denny's
US$100.0 million interest rate swap.

               Franchise Growth Initiative (FGI)

Denny's continues its strategic initiative to increase franchise
restaurant development through the sale of certain company
restaurants.  During the second quarter, the company sold 20
restaurants to seven franchisee operators under FGI, bringing
the number of company restaurants sold year-to-date to 41 and
the number sold since the program began in early 2007 to 171.  
Additionally, over the last 18 months Denny's has signed
development agreements for 136 new restaurants, 14 of which have
opened, yielding a current development pipeline of 122 new
restaurants.

Denny's ended the second quarter of 2008 with a system mix of
77% franchised and licensed restaurants and 23% company
restaurants compared with 66% franchised and licensed
restaurants and 34% company restaurants before the FGI program
began in 2007.

The 41 company restaurants sold in 2008 generated net sale
proceeds of US$22.0 million of which US$16.4 million was
received in cash during the first half of the year.
US$3.2 million of the sales proceeds were received in cash
subsequent to the quarter end and were included in accounts
receivable on the second quarter balance sheet.  Additionally,
US$2.4 million of the sale proceeds were received in the form of
notes receivable.  The majority of the cash proceeds were used
to reduce debt by US$15.4 million during the first half of 2008.

                        Business Outlook

Mark Wolfinger, executive vice president, chief administrative
officer and chief financial officer, stated, “While our sales
expectations for the year remain cautious due to the economic
pressures on our customers, we will continue to focus on
profitable sales drivers, lowering our operating costs and
increasing our organizational efficiency.  As a result of higher
earnings the past two quarters and our expectation for continued
income growth through the remainder of the year, we are
increasing our guidance for adjusted income before taxes in 2008
to US$13.0 to US$17 million, an increase of 25% to 60% over the
2007 result.”

                Liquidity and Capital Resources

The comany's credit facility consists of a US$50.0 million
revolving credit facility (including up to US$10 million for a
revolving letter of credit facility), a US$137.0 million term
loan and an additional US$37.0 million letter of credit
facility.  At June 25, 2008, the company had outstanding letters
of credit of US$35.3 million (comprised of US$35.0 million under
the letter of credit facility and US$300,000 under the revolving
facility).  There were no revolving loans outstanding at
June 25, 2008.  These balances result in availability of
US$2.0 million under the letter of credit facility and US$49.7
million under the revolving facility.

The revolving facility matures on Dec. 15, 2011.  The term loan
and the US$37 million letter of credit facility mature on
March 31, 2012.  

The credit facility is guaranteed by Denny's Corporation and its
other subsidiaries and is secured by substantially all of the
assets of Denny's and its subsidiaries.  In addition, the credit
facility is secured by first-priority mortgages on 119 company-
owned real estate assets.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 25, 2008, are available
for free at http://researcharchives.com/t/s?3044

                      About Denny's Corp.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a     
full-service family restaurant chain, consisting of 354 company-
owned units and 1,191 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.



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

BANCO DE VENEZUELA: Owner In Sale Talks With Venezuelan Gov't.
--------------------------------------------------------------
Various reports say that Spain's Banco Santander, S.A., is in
talks with the Venezuelan government for the sale of Banco de
Venezuela S.A.

As reported in the Troubled Company Reporter-Latin America on
Aug. 4, 2008, Venezuelan President Hugo Chavez said he would
nationalize Banco de Venezuela, when he learned that Grupo
Santander contacted a local bank regarding a possible sale.

Reuters relates that Banco Santander confirmed that it had
talked to a group of Venezuelan private investors for the sale
of Banco de Venezuela.  According to Reuters, Banco Santander
said it failed to reach an agreement with the investors.  

El Universal notes that Venezuelan Vice President Ramon
Carrizalez Rengifo met on Thursday with Banco de Venezuela's
Chief Executive Officer Michel Goguikian to discuss the terms
and conditions on the acquisition of the bank.  The report says
the meeting was also attended by Economy and Finance Minister
Ali Rodriguez Araque, Petroleos de Venezuela Vice President
Asdrubal Chavez, Banks Superintendent Maria Elena Fumero, and
Central Bank of Venezuela Director Jose Felix Ribas.

Reuters states that Ecoanalitica analyst Asdrubal Oliveros said
Banco de Venezuela would cost from US$1.6 billion to US$1.8
billion.  Reuters notes that President Chavez will likely use
Banco de Venezuela to offer loans to small businesses.  
President Chavez had used special presidential powers to decree
a reform to banking laws, Reuters says, citing Venezuela's
Official Gazette.  

Agence France-Presse states that the Spanish government decided
not to intervene but hoped Banco Santander could reach an
agreement with the Venezuelan government "in a short amount of
time."  According to AFP, Spain's Deputy Prime Minister Maria
Teresa de la Vega told the press, “They are talking, they are
negotiating and they are going to reach an agreement.”

                    About Grupo Santander

Grupo Santander is a banking group centered on Banco Santander,
the largest bank in Spain, which originated in Santander,
Cantabria, Spain.  It has numerous operations in Latin America.  
It has rebranded most of the subsidiaries it has acquired to
Santander.  Grupo Santander consists of 131,819 employees, 65.1
million customers, 11,178 branches and 2.27 million
shareholders.  Retail banking -- the main aspect of Santander's
operations -- generates 82% of the group's profit.  

                    About Banco Santander

Banco Santander SA. is a financial group that offers a range of
financial products.  At the primary level, the bank's operating
units are segmented by geographical areas, like Continental
Europe, United Kingdom and Latin America.  The primary level of
segmentation includes the Financial Management and Equity Stakes
segment.  The Continental Europe segment covers all retail
banking (including Banif, the specialized private bank),
wholesale banking and asset management, and insurance conducted
in Europe, with the exception of the operations of the Bank's
subsidiary, Abbey National plc (Abbey).  The United Kingdom
(Abbey) segment includes the operations of Abbey, which is
focused on retail banking in the United Kingdom.  The Latin
America segment includes the financial activities conducted via
the Bank's subsidiaries.  In May 2008, the company completed the
sale of Antonveneta to Banca Monte dei Paschi di Siena.

                   About Banco de Venezuela

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

                        *     *     *

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

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


CHRYSLER LLC: Arm Completes Renewal of US$24BB Annual Financing
---------------------------------------------------------------
Chrysler Financial, the subsidiary of Chrysler LLC, has
completed the renewal of its annual credit facilities.  The
US$24 billion credit facilities provide funding for the
company's dealer and consumer financial services products.  
Originally, the company was seeking a renewal of its conduit
credit facilities in the amount of US$30 billion.  Chrysler
Financial reduced the amount required due to conditions in the
credit markets and changes in the company's retail strategy.

“We are pleased with the completion of our credit facilities
renewal and the continuing confidence in our company
demonstrated by the banking community,” Tom Gilman, executive
vice chairperson of Chrysler Financial, said.  “Ninety percent
of all banks that were part of the original conduit participated
in the renewal.  The liquidity provided by these facilities will
enable us to support our dealers and their retail customers.”

“I would like to thank our investors who have continued to
support us through the renewal,” Mr. Gilman added.  “And, I
would like to acknowledge the skilled leadership of Citi,
JPMorgan and the Royal Bank of Scotland who led the syndication
of the loan facilities and partnered with us to manage such a
large transaction.”

“Getting this world-class financing done in this market is a
validation of Chrysler Financial and Chrysler, their management
and their strategic plans,” James B. Lee, Jr., vice chairperson
of JPMorgan, said.

“The depth and breadth of participation in this transaction was
impressive, particularly in the current market environment,”
said Chad Leat, chairperson of Citi's Alternative Asset Group.

            About Chrysler Financial and Chrysler LLC

Chrysler Financial -- http://corp.chryslerfinancial.com/--  
offers automotive financial products and services to both
dealers and consumers of Chrysler, Jeep(R) and Dodge vehicles in
the U.S., Canada, Mexico and Venezuela.  In addition it offers
vehicle wholesale and retail financing to more than 3,600
Chrysler, Jeep and Dodge dealers.  Nearly three million drivers
in the United States benefits the financing of Chrysler
Financial.  Chrysler Financial has an employee base of 4,000 and
supports a portfolio of US$70 billion.

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug 4, 2008, Standard & Poor's Ratings Services lowered the
ratings on General Motors Corp., Ford Motor Co., and Chrysler
LLC, all to 'B-' from 'B'.  The ratings on GM and Ford were
removed from CreditWatch with negative implications, where they
had been placed on June 20, 2008.  Chrysler will remain on
CreditWatch pending the renewal of certain bank lines at
DaimlerChrysler Financial Services Americas LLC, which S&P
expects to be completed in the next few days.  If the bank lines
are renewed as expected, S&P would affirms the ratings on
Chrysler and DCFS and remove them from CreditWatch.

On Aug. 1, 2008, TCR-LA stated that Fitch Ratings has downgraded
the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  
The rating outlook is negative.  The downgrade reflects
Chrysler's restricted access to economic retail financing for
its vehicles, which is expected to result in a further step-down
in retail volumes.  Lack of competitive financing is also
expected to result in more costly subvention payments and other
forms of sales incentives.  Fitch is also concerned with the
state of the securitization market and the ability of the
automakers to access this market on an economic basis over the
near term, given the steep drop in residual values, higher
default rates, higher loss severity being experienced and
jittery capital markets.


CHRYSLER LLC: Surpasses Second Quarter Financial Objectives
-----------------------------------------------------------
Ron Kolka, executive vice president and chief financial officer
of Chrysler LLC, said it is ahead of its operational plan and it
continues to perform ahead of its financial plan for the second
quarter and first half of 2008, in spite of the severe economic
and industry challenges.

In a press statement, the company said that as of June 30, 2008,
it has Cash/Marketable Securities of US$11.7 billion, including
US$2.3 billion in Restricted Cash and excluding US$2.3 billion
in VEBA assets, ahead of its plan and down slightly from year-
end 2007.  As well, for the six months ended June 30, 2008,
Chrysler posted an EBITDA of approximately US$1.1 billion, ahead
of plan.

According to The Wall Street Journal, the public disclosure is a
rarity since Chrysler isn't required to share any financial
data.

WSJ, citing Jim Press, Chrysler president, said the company
wanted to tell the real story amid speculations that circulate
about the company.

Chrysler's holdings, WSJ indicated, included US$2.3 billion in
restricted cash, excluding US$2.3 billion in its retirement fund
assets.

In a statement, Mr. Kolka added that Chrysler's negative product
mix, largely driven by trucks and SUVs, was off-set in the first
half with a positive mix which includes the effects from
substantially reduced fleet sales; the effects of new products
-- the all-new Chrysler and Dodge minivans, Dodge Journey and
Jeep Liberty and the elimination of unprofitable models
(Chrysler PT Cruiser Convertible, Pacifica and Crossfire and the
Dodge Magnum).

                       About Chrysler LLC

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug 4, 2008, Standard & Poor's Ratings Services lowered the
ratings on General Motors Corp., Ford Motor Co., and Chrysler
LLC, all to 'B-' from 'B'.  The ratings on GM and Ford were
removed from CreditWatch with negative implications, where they
had been placed on June 20, 2008.  Chrysler will remain on
CreditWatch pending the renewal of certain bank lines at
DaimlerChrysler Financial Services Americas LLC, which S&P
expects to be completed in the next few days.  If the bank lines
are renewed as expected, S&P would affirms the ratings on
Chrysler and DCFS and remove them from CreditWatch.

On Aug. 1, 2008, TCR-LA stated that Fitch Ratings has downgraded
the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  
The rating outlook is negative.  The downgrade reflects
Chrysler's restricted access to economic retail financing for
its vehicles, which is expected to result in a further step-down
in retail volumes.  Lack of competitive financing is also
expected to result in more costly subvention payments and other
forms of sales incentives.  Fitch is also concerned with the
state of the securitization market and the ability of the
automakers to access this market on an economic basis over the
near term, given the steep drop in residual values, higher
default rates, higher loss severity being experienced and
jittery capital markets.


CHRYSLER LLC: U.S. Sales Down 29% at 98,109 Units in July 2008
--------------------------------------------------------------
Chrysler LLC reported total July 2008 U.S. sales of 98,109
units, which is 29% below the same period last year.  Total July
sales reflect a continued contraction of the market of pickup
trucks and SUV sales and reductions in fleet sales.  The
company's recently completed “Let's Refuel America US$2.99 Gas
Guarantee” promotion boosted showroom traffic and helped sales
of Chrysler's newest highly fuel-efficient vehicles throughout
the three-month program period.

“We are writing a new chapter in the auto industry story as
customers, dealers and companies adjust to a changing
environment,” Jim Press, Chrysler LLC Vice Chairman and
President, said.  “There are many changes taking place that give
us at the new Chrysler cause for optimism.  In the short term,
our 2009 model year vehicles with value packages will soon be
arriving in dealerships, and our August incentive packages are
the best deals of the year, helping to make owning as affordable
as leasing.”

Mr. Press stated, “Within the product lineup, our leadership in
minivans is well-timed as consumers look for fuel-efficient
alternatives to larger SUVs.  Two new fuel-saving hybrid SUVs,
the Dodge Durango and Chrysler Aspen will soon be hitting the
streets.  The Dodge Journey and Jeep(R) Patriot are gaining more
customers on the appeal of fuel efficiency and affordability.  
And the success of cars like the Dodge Avenger, Charger and
Challenger shows that customers still want their cars to stand
out from the crowd.  Lastly, this fall we come to market with
our best new pickup truck ever the 2009 Dodge Ram.”

                         July Highlights

The Chrysler Town & Country posted a 24% increase with 8,070
sales versus July 2007 sales of 6,513 units.  With room for
seven passengers, and the industry-exclusive Swivel 'n Go(TM)
seating system, the Chrysler Town & Country could be considered
as a fuel-efficient alternative to a full-sized SUV.  Town &
Country sales in July helped drive total minivan sales up 5%.  
Total long-wheel-base minivan retail sales increased 21% in
July.

The Jeep Patriot continues to gain traction in the market,
offering excellent fuel economy, interior flexibility and
utility at a great value.  Total sales of 3,451 were up 4%
versus last year due to consumer interest in the company's most
fuel-efficient vehicles.  Additionally, Jeep Patriot 2008 year-
to-date sales increased 119%, with 40,135 total sales when
compared with July 2007 year-to-date sales of 18,286 units.

Response to sales promotions of the Dodge Ram helped lesson the
impact of slow pickup truck demand.  Dodge Ram pickup sales were
down 27% (21,328 units) versus 2007 sales of 29,312, but sales
increased 32% when compared with June 2008 sales of 16,149
units.

The Dodge Avenger sedan continued with good performance with
4,318 units sold, up 2% when compared with July 2007 sales of
4,213.

The highly anticipated all-new Dodge Challenger SRT8(R) hit the
streets in July with excitement and solid sales results (2,895
units sold).  The return of the iconic Dodge Challenger combines
unmistakable design cues reminiscent of the original Challenger
with world-class performance making it the hottest vehicle on
the streets this summer.  In total, 3,990 Dodge Challengers have
been delivered to customers.

The company finished the month with 409,331 units of inventory,
or a 108-day supply.  As part of a planned reduction in
manufacturing and capacity, inventory is down 12% compared with
July 2007 when it totaled 464,875 units.

                     About Chrysler LLC

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug 4, 2008, Standard & Poor's Ratings Services lowered the
ratings on General Motors Corp., Ford Motor Co., and Chrysler
LLC, all to 'B-' from 'B'.  The ratings on GM and Ford were
removed from CreditWatch with negative implications, where they
had been placed on June 20, 2008.  Chrysler will remain on
CreditWatch pending the renewal of certain bank lines at
DaimlerChrysler Financial Services Americas LLC, which S&P
expects to be completed in the next few days.  If the bank lines
are renewed as expected, S&P would affirms the ratings on
Chrysler and DCFS and remove them from CreditWatch.

On Aug. 1, 2008, TCR-LA stated that Fitch Ratings has downgraded
the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  
The rating outlook is negative.  The downgrade reflects
Chrysler's restricted access to economic retail financing for
its vehicles, which is expected to result in a further step-down
in retail volumes.  Lack of competitive financing is also
expected to result in more costly subvention payments and other
forms of sales incentives.  Fitch is also concerned with the
state of the securitization market and the ability of the
automakers to access this market on an economic basis over the
near term, given the steep drop in residual values, higher
default rates, higher loss severity being experienced and
jittery capital markets.


* VENEZUELA: Bonds Drop Following Report on Bank Nationalization
----------------------------------------------------------------
Venezuelan bonds dropped 0.67% further on Friday, after a 0.33%
decline on Thursday, when the Venezuelan government disclosed
plans of nationalizing Banco de Venezuela SA, El Universal
reports, citing J.P. Morgan's Emerging Markets Bond Index Plus.

As reported in the Troubled Company Reporter-Latin America on
Aug. 4, 2008, Venezuelan President Hugo Chavez said he would
nationalize Banco de Venezuela S.A., which is owned by Spain's
Grupo Santander.

El Universal relates that the acquisition of Banco de Venezuela
would drain more than US$1 billion from Venezuela's finances.

IDEAglobal said in a report, “Venezuela has opened a new front
on its quest for socialism and nationalization with the
targeting of Banco de Venezuela.  We sense that the credit will
again lose support.”  Polya Lesova at MarketWatch relates that
President Chavez has nationalized assets in industries like oil,
telecommunications, electricity, cement, and steel.

According to MarketWatch, RBC Capital Markets Emerging Markets
Research Chief Nick Chamie said President Chavez's planned
acquisition of Banco de Venezuela “once again dented investor
appetite for Venezuelan debt.  Investors remain quite concerned
that these nationalizations are a big cash drain on government
liquidity.”

MarketWatch notes that Mr. Chamie said nationalizations increase
political and event risks in Venezuela  and hurt long-term
economic growth prospects.  “Finally, and probably the most
important reason why [investors are worried], are private
property rights.  The government continues to strong-arm
companies in Venezuela,” MarketWatch quoted Mr. Chamie as
saying.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2008, Fitch Ratings assigned 'BB-' long-term foreign
currency issuer default ratings to the Bolivarian Republic of
Venezuela's international bond combined offer -- 15-year, US$2
billion Eurobond (9% coupon) and 20-year, US$2 billion Eurobond
(9.25% coupon).  The ratings are in line with Venezuela's
foreign currency issuer default rating.  The rating outlook is
negative.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                Shareholders       Total
                                     Equity        Assets
Company                 Ticker      (US$MM)       (US$MM)
-------                 ------  ------------      -------
Arthur Lange             ARLA3       (24.32)        34.09
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (480.75)       423.86
Caf Brasilia             CAFE3      (949.47)        40.58
Chiarelli SA             CCHI3       (73.37)        44.84
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (783.92)       448.06
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (13.89)        13.03
Aco Altona               ESTR        (41.68)       144.91
Estrela SA               ESTR3       (77.08)       107.43
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3       (40.90)       127.74
Cimob Partic SA          GAFP3       (56.35)        92.77
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (116.89)        20.31
Hercules                 HETA3      (245.33)        45.85
Doc Imbituba             IMB13       (21.11)       215.55
IMPSAT Fiber Networks    IMPTQ       (17.17)       535.01
Minupar                  MNPR3       (27.58)       158.43
Wetzel SA                MWET3       (15.02)       137.09
Nova America SA          NOVA3      (300.97)        41.80
Paranapamema SA          PMAM3      (105.13)     3,724.69
Paranapamema-PRF         PMAM4      (105.13)     3,724.69
Recrusul                 RCSL3       (67.90)        27.89
Telebras-CM RCPT         RCTB30     (171.66)       230.92
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (84.39)        44.57
Tecel S Jose             SJ0S3       (26.86)        80.42
Sansuy                   SNSY3       (63.13)       235.18
Teka                     TEKA3      (347.07)       538.30
Telebras SA              TELB3      (171.66)       230.92
Telebras-CM RCPT         TELE31     (171.66)       230.92
Telebras SA              TLBRON     (171.66)       230.92
TECTOY                   TOYB3        (1.43)        39.50
TEC TOY SA-PREF          TOYB5        (1.43)        39.50
TEC TOY SA-PF B          TOYB6        (1.43)        39.50
TECTOY SA                TOYBON       (1.43)        39.50
Texteis Renaux           TXRX3      (118.94)        84.92
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (123.44)     2,012.29
Wiest                    WISA3      (140.97)        71.37


                            ***********

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

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

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

                            ***********


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

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

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

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

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

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


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