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         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

             Wednesday, August 27, 2008, Vol. 9, No. 170

                             Headlines


A R G E N T I N A

CREACIONES AMERICANAS: Claims Verification Deadline Is Oct. 20
DELTA AIR: Merger Violates Antitrust Act, Customers Allege
FLORENCIO VICCINO: Trustee Verifies Claims Until November 21
FORD MOTOR: Auto Makers Seeking Up to US$50 Billion in Lifeline
LA LORNA: Trustee to File Individual Reports on November 7

LS AUTOMOTOS: Trustee Verifies Proof of Claims Until Nov. 18
NATIONAL POST: Files for Reorganization in Buenos Aires Court
RESTAURANT EXPRESS: Trustee to File Individual Reports on Dec. 9


B E R M U D A

XL CAPITAL: A.M. Best Removes Neg. Review, Affirms Debt Ratings


B R A Z I L

BANCO DAYCOVAL: Picks Bank of New York Mellon As Depositary Bank
BANCO DO BRASIL: Disagrees w/ Banco Nossa on Acquisition Payment
BANCO NACIONAL: Grants BRL404.5 Million Financing to Totvs SA
BANCO NOSSA: Disagrees w/ Banco do Brasil on Acquisition Payment
CA INC: Fitch Revises Outlook to Positive; Affirms IDR at 'BB+

COMPANHIA PARANAENSE: Zacks Keeping Buy Rating on Firm's Shares
ELETROPAULO METROPOLITANA: Court Suspends Dividend Payment Plan
GENERAL MOTORS: Auto Makers Seeking Up to US$50 Bil. in Lifeline
PROPEX INC: Exclusive Plan-Filing Period Stretched to Oct. 20
TAM SA: Freight Unit Opens Terminal in Manaus, Amazonas


C A Y M A N  I S L A N D S

ACTIV INVESTMENT: Deadline for Proofs of Claim Filing Is Aug. 31
BASIS YIELD: Some US$23MM to Go Back to Investors, Report Says
BASIS YIELD: Capital Discloses First Quarter 2008 Market Summary
HANOVER INSURANCE: Filing for Proofs of Claim Is Until Aug. 31
PRIMORIS SPC: Fitch Cuts Series of Notes, Removes From Watch Neg

PROGRESS REINSURANCE: Proofs of Claim Filing Is Until Aug. 31
SECURITY CAPITAL: Proofs of Claim Filing Deadline Is Aug. 31
STONEHEATH RE: A.M. Best Removes bb+ Rating From Negative Review


C H I L E

CHEMTURA CORP: S&P Affirms 'BB' Ratings Affirmed; Off Watch


C O L O M B I A

BANCOLOMBIA SA: OKs Selling Luiz Moreno's Units for COP236 Mil.


E C U A D O R

PETROECUADOR: Won't End Petrobras Deal Despite Contract Dispute

* ECUADOR: Pres. Correa Plans Chevron Talks Over Pollution Case
* ECUADOR: Some Foreign Loans May be Unpaid on Legitimacy Issue


J A M A I C A

CABLE & WIRELESS: Union Gives Firm 3 Days to Pay Former Workers
WORLD WISE: Hurshell Cyrus Files US$539,744 Suit Against Firm


M E X I C O

CHRYSLER LLC: Auto Makers Seeking Up to US$50BB in Lifeline
COOPER TIRE: S&P Affirms 'B+' Rating, Sees Slow Tire Demand
FOAMEX INTERNATIONAL: Audit Panel Dismisses KPMG as Accountant
VITRO SAB: S&P Revises Outlook, Holds B Corporate Credit Rating


P A N A M A

CHIQUITA BRANDS: Deploys Azaleos OneStop Exchange E-mail Service
CHIQUITA BRANDS: Approves CIC Agreement for Executive Officers


P E R U

QUEBECOR WORLD: Posts US$77.7 Mil. Loss in Second Quarter 2008
QUEBECOR WORLD: Judge Peck Approves Watson Wyatt Retention
QUEBECOR WORLD: Panel May Retain Lowenstein as Conflicts Counsel


T R I N I D A D  &  T O B A G O

HINDU CREDIT: Shareholders & Depositors Request for New Board


V E N E Z U E L A

CITGO PETROLEUM: Shuts Down Cocking Unit at West Plant
NORTHWEST AIR: Resolves Northwestern Mutual's US$46.2MM Claim
NORTHWEST AIR: Oil Price Drop Has Mixed Reviews From Analysts
NORTHWEST AIRLINES: Merger Violates Antitrust Act, Clients Say
PETROLEOS DE VENEZUELA: Awards US$70MM Seismic Contract to SCAN

PETROLEOS DE VENEZUELA: Will Open Sports Unit to Train Athletes


                          - - - - -


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A R G E N T I N A
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CREACIONES AMERICANAS: Claims Verification Deadline Is Oct. 20
--------------------------------------------------------------
Guillermo H. Fernandez, the court-appointed trustee for
Creaciones Americanas SRL's reorganization proceeding will be
verifying creditors' proofs of claim until October 20, 2008.

Mr. Fernandez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 21 in Buenos Aires, with the assistance of Clerk
No. 41, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Creaciones Americanas and
its creditors.

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

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

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

Creditors will vote to ratify the completed settlement plan
during the assembly on July 17, 2009.

The debtor can be reached at:

                     Creaciones Americanas SRL
                     Paraguay 523
                     Buenos Aires, Argentina

The trustee can be reached at:

                     Guillermo H. Fernandez
                     Cerrito 520
                     Buenos Aires, Argentina


DELTA AIR: Merger Violates Antitrust Act, Customers Allege
----------------------------------------------------------
Some 25 direct purchasers of airline tickets from Northwest
Airlines Corp. and Delta Air Lines Inc. filed a lawsuit in the
United States District Court for the Northern District of
California against the two airlines, asserting that a proposed
Northwest-Delta merger violates Section 7 of the Clayton
Antitrust Act.  The ticket purchasers are:

    (1) Rosemary D'Augusta
        347 Madrone Street,
        Millbrae, CA 94030;

    (2) Carolyn Fjord
        P.O. Box 73493,
        Davis, CA 95617;

    (3) Sharon Holmes
        P.O. Box 295,
        Searchlight, NY 89046;

    (4) Deborah M. and Steven J.
        Pulfer, 16264 E. Mason Rd.,
        Sidney, OR 45365;

    (5) John Lovell
        1910 Breton Rd. SE,
        Grand Rapids, M149506;

    (6) Gabe Garavanian
        40 Vinal Sq.,
        No. Chelmsford, MA 01863;

    (7) Jose M. Brito
        100 California Ave.,
        Reno, NV 89505;

    (8) Sondra K. Russell
        1206 N. Loop 340,
        Waco, TX 76705;

    (9) Annette M. Tippetts
        2783 East Canyon Crest Drive,
        Spanish Fork, UT 84660;

   (10) Sherry Lynne Stewart
        6189 Lehman Drive,
        Suite 103,
        Colorado Springs, CO 80918;

   (11) Robert A. Rosenthal
        5975 No. Academy Blvd.,
        Colorado Springs, CO 80918;

   (12) Lee B. and Lisa R. McCarthy
        35 Lancashire Place, Naples, FL 34104;

   (13) June Stansbury
        690 W. 2nd Street,
        Suite 100, Reno, NV 89503;

   (14) Keith Dean Bradt
        P.O. Box 3262,
        Reno, NV 89505;

   (15) Donald and Donna Fry
        6740 Northrim Lane,
        Colorado Springs, CO 80919;

   (16) Gary Talewsky
        738 Turnpike Street,
        Canton, MA 02021;

   (17) Diana Lynn Ultican
        9039 NE Juanita Dr.,
        # 102, Kirkland, WA 98034;

   (18) Patricia A. Meeuwsen
        1062 Wedgewood,
        Plainwell, MI 49080;

   (19) Robert D. Conway
        6160 W. Brooks Ave.,
        Las Vegas, NV 89108;

   (20) Michael C. Malaney
        2240 28 th St. SE,
        Grand Rapids, MI 49508;

   (21) Y. Jocelyn Gardner
        6602-A Delmonico Dr.,
        Colorado Springs, CO 80919;

   (22) Clyde D. Stensrud,
        1529 10th St. W., Kirkland, WA 98033;

   (23) Donna M. Johnson
        1864 Masters Drive,
        DeSoto, TX 75115;

   (24) Valarie Jolly
        2121 Dogwood Loop,
        Mabank, TX 75156;

   (25) Pamela S. Ward
        1322 Creekwood Drive,
        Garland, TX 75044.

Northwest and Delta signed an agreement on April 14, 2008, in
which the two carriers will combine in an all-stock transaction
with a combined enterprise value of US$17,700,00,000.  The new
airline will be called Delta.  The combined company will be the
largest airline in the world and its regional partners will
provide access to more than 390 destinations in 67 countries,
will have more than US$35,000,000 in aggregate revenues, operate
a mainline fleet of nearly 800 aircraft, and employ
approximately 75,000 people worldwide.

Section 7 of the Clayton Antitrust Act provides that one
business will not acquire another business when the effect of
the acquisition may be to substantially lessen competition or
tend to create a monopoly.

Northwest and Delta are substantial rivals and competitors in
the relevant market, Joseph M. Alioto, Esq., at Alioto Law Firm,
in San Francisco, California, noted.  The behavior of each is
therefore constrained by actual and potential competition from
the other throughout the entire relevant market, he said.

The market for the transportation of airline passengers in the
United States is in, and part of, interstate commerce, Mr.
Alioto stated.  Thus, any restraint of trade in the
transportation of airline passengers in the United States,
directly and substantially, restrains and affects interstate
commerce, he asserted.

According to Mr. Alioto, the Merged Airline would operate in a
more highly concentrated market.  A Four Firm Concentration
Ratio -- CR4 -- which measures the aggregated market share of
the largest four firms, would increase from 60.1% to 70.1%; and
Herfindahl-Hirschman Index -- HHI -- would increase from 1,240
to 1,509, or by over 250 points.  As a result, he said, the
probability of price-fixing and division of markets among the
airlines remaining after the merger would substantially
increase.

Mr. Brightwell also told the District Court that based on data
from the U.S. Department of Transportation, the Merged Airline
will account for nearly one fourth of all revenue passenger
miles flown by U.S. carriers.

The potential for increased price-fixing, division of markets,
and other anti-competitive acts, among the remaining airlines is
significant, because certain domestic passenger airlines,
including, Northwest and Delta, have in the past colluded to fix
prices with regard to airfares, surcharges, and cargo prices,
and to fix other terms and conditions of air transportation and
travel, Mr. Alioto explained.

He also warned that the Merged Airline will cause harm to
consumers, including the Plaintiffs, by charging higher
airfares, reducing the number of flights, eliminating air
service to smaller communities, charging for services otherwise
part of normal service, crowding more people into existing
airplanes, and other anti-competitive and anti-consumer welfare
practices.

Consumers, including the plaintiffs, will thus pay more for less
airline service than would be the case in the absence of
the Merged Airline, Mr. Alioto asserted.

Mr. Alioto maintained that the effect of the announced merger
may be substantially to lessen competition, or to tend to create
a monopoly, in the transportation of airline passengers in the
United States.  By virtue of the merger, the
Plaintiffs are threatened with loss or damage in the form of
higher ticket prices and diminished service, he points out.

Accordingly, the Plaintiffs sought preliminary and permanent
injunctive relief against the merger, and asked the Court to:

    -- declare, find, adjudge, and decree that the Merged Airline
       violates Section 7 of the Clayton Antitrust Act;

    -- preliminarily enjoin Northwest and Delta from consummating
       their merger during the pendency of the Civil Action; and

    (c) award to Plaintiffs their cost of suit, including a
        reasonable attorney's fee.

                Northwest and Delta Deny Allegations

Northwest and Delta deny most of the allegations of the
Plaintiffs, including their purported violation of the Clayton
Antitrust Act.  Northwest and Delta also says that the
Plaintiffs are not entitled to the relief they seek, because
their Complaint fails to state a claim against the airlines.

The Plaintiffs lack standing to bring or maintain the claims
raised in their Complaint because they are unlikely to sustain
any cognizable antitrust injury attributable to or proximately
caused by the airlines' conduct, Michael F. Tubach, Esq., at
O'Melveny & Myers LLP, in San Francisco, California, counsel for
Northwest, stated.

Northwest and Delta have not yet obtained adequate discovery
from the Plaintiffs, but reserve their individual rights to
assert any and all applicable defenses to the Plaintiffs'
claims.

The District Court will convene a hearing on the Complaint on
Nov. 10, 2008.

                         Parties Stipulate

Northwest, Delta and the Plaintiffs entered into a stipulation
to govern disclosure and discovery activities in relation to the
Complaint.  The salient terms of the Stipulation are:

    (1) Discovery material designated as "Confidential" will be
        treated as confidential.

    (2) For confidential information disclosed during deposition,
        transcripts containing Protected Material will be
        separately bound by the Court reporter and labeled
        "Confidential."

    (3) A party may use Protected Material produced by another
        party only for prosecuting, defending or attempting to
        settle the Complaint.

    (4) Unless otherwise allowed by the Court or permitted by a
        designating party in writing, a receiving party may only
        disclose any information designated as "Confidential" to
        immediate counsel of the parties involved, experts of the
        Receiving Party and the District Court and its personnel.

                      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.  The Court formally
closed the Chapter 11 cases of Northwest's 12 affiliates on
June 25, 2008.  The Northwest Airlines Corp. and Northwest
Airlines Inc. cases remain open.

(Northwest Airlines Bankruptcy News, Issue No. 98; 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)


FLORENCIO VICCINO: Trustee Verifies Claims Until November 21
------------------------------------------------------------
The court-appointed trustee for Florencio Viccino S.R.L.'s
reorganization proceeding will be verifying creditors' proofs of
claim until November 21, 2008.

The trustee will present the validated claims in court as
individual reports on February 4, 2009.  The National Commercial
Court of First Instance in Mendoza will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Florencio Viccino and its creditors.

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

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

Creditors will vote to ratify the completed settlement plan
during the assembly on August 27, 2009.


FORD MOTOR: Auto Makers Seeking Up to US$50 Billion in Lifeline
---------------------------------------------------------------
Sharon Terlep and Josh Mitchell of the Wall Street Journal
report that The Big Three auto makers and their suppliers are
now seeking significantly more help from the federal government.

The Detroit Free Press reported earlier in August that top
executives at Ford Motor Co., General Motors Corp., and Chrysler
LLC had a meeting and decided to ask for financial aid from the
feds.  There is no consensus as to how much do auto executives
want, people familiar with the talks say, according to the
report.  But reports say it could be between US$40 billion and
US$50 billion.  The auto makers would like to have a funded plan
in place by the end of 2008.

The companies have already been authorized to receive
US$25 billion government-backed loans approved as part of an
energy bill last year.  The loans have yet to be funded.

David Cole, president of the Center of Automotive Research in
Ann Arbor, Mich., denied the funding is a bailout in its
entirety, WSJ says.

"This is actually more like the government acting like a banker
as it begins to look at the major consequences of a major
failure in the auto industry," he said.  The current funding is
reportedly aimed at making the Big Three more competitive.

                       About Ford Motor Co

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

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

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 21, 2008, Standard & Poor's Ratings Services said its
ratings on Ford Motor Co. (B-/Negative/--) and related entities
are not affected by Ford's intention to use up to US$500 million
of new common equity issuance to make purchases of Ford Motor
Credit Co.'s debt.  Debt due before 2012 will be the focus of
the repurchases.  Any such purchases in the open market or in
private transactions will likely be at a discount from par,
given current prices.  S&P views such purchases as a modest
positive for Ford's consolidated credit quality.

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


LA LORNA: Trustee to File Individual Reports on November 7
----------------------------------------------------------
Emilio Gallego, the court-appointed trustee for La Lorna S.A.'s
bankruptcy proceeding, will present the validated claims as
individual reports in the National Commercial Court of First
Instance No. 19 in Buenos Aires, with the assistance of Clerk
No. 38, on November 7, 2008.

Mr. Gallego is verifying creditors' proofs of claim until
September 26, 2008.  He will also submit to court a general
report containing an audit of La Lorna's accounting and banking
records on December 22, 2008.

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

The debtor can be reached at:

       La Lorna SA
       San Martin 169
       Buenos Aires, Argentina

The trustee can be reached at:

       Emilio Gallego
       Esmeralda 1066
       Buenos Aires, Argentina


LS AUTOMOTOS: Trustee Verifies Proof of Claims Until Nov. 18
------------------------------------------------------------
Hugo Abalo, the court-appointed trustee for L.S. Automotos SRL's
reorganization proceeding will be verifying creditors' proofs of
claim until November 18, 2008.

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

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

A general report that contains an audit of L.S. Automotos'
accounting and banking records will be submitted in court.

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

Creditors will vote to ratify the completed settlement plan
during the assembly on August 25, 2009.

The debtor can be reached at:

                     L.S. Automotos SRL
                     Cesar Diaz 5549
                     Buenos Aires, Argentina

The trustee can be reached at:

                     Hugo Abalo
                     J. B. Justo 6748
                     Buenos Aires, Argentina


NATIONAL POST: Files for Reorganization in Buenos Aires Court
-------------------------------------------------------------
National Post SA has requested for reorganization approval after
failing to pay its liabilities.

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

The case is pending in the National Commercial Court of First
Instance No. 8 in Buenos Aires.  Clerk No. 16 assists the court
in this case.

The debtor can be reached at:

                 National Post SA
                 Avenida Rivadavia 2890
                 Buenos Aires, Argentina


RESTAURANT EXPRESS: Trustee to File Individual Reports on Dec. 9
----------------------------------------------------------------
Esther Ferraro, the court-appointed trustee for Restaurant
Express S.A.'s bankruptcy proceeding, will present the validated
claims as individual reports in the National Commercial Court of
First Instance No. 23 in Buenos Aires, with the assistance of
Clerk No. 45, on December 9, 2008.

Ms. Ferraro is verifying creditors' proofs of claim until
October 27, 2008.  She will also submit to court a general
report containing an audit of Restaurant Express' accounting and
banking records on December 22, 2008.

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

The debtor can be reached at:

                   Restaurant Express SA
                   Sanchez de Loria 689
                   Buenos Aires, Argentina

The trustee can be reached at:

                   Esther Ferraro
                   Esmeralda 960
                   Buenos Aires, Argentina



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B E R M U D A
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XL CAPITAL: A.M. Best Removes Neg. Review, Affirms Debt Ratings
---------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of A and
issuer credit ratings of "a" of XL Capital Group and its
members.  A.M. Best also has removed from under review with
negative implications and affirmed the ICR of "bbb" and all debt
ratings of the holding company, XL Capital Ltd., along with all
ratings of the life/health subsidiaries of XL Capital Ltd.  All
ratings have been assigned a stable outlook.

These rating actions follow several discussions with XL
Capital's management regarding its agreement with Syncora
Holdings Ltd. (f/k/a Security Capital Assurance Ltd) and Syncora
Holdings' effects on ongoing operations.  In A.M. Best's
opinion, the XL Capital business franchise did sustain some
negative effects during the July 2008 renewal season prior to
reaching agreement with Syncora Holdings; however, management's
determined efforts with clients, brokers and employees following
the announced agreement successfully limited those effects to a
relatively minor level.  Going forward, XL Capital is expected
to continue its solid operating performance, despite a soft
pricing market with overall results anticipated to vary on a
quarter to quarter basis due to the company's continued exposure
to mark to market adjustments from its credit exposed investment
portfolio.

A.M. Best believes that under the leadership of new Chief
Executive Officer Mike McGavick, XL Capital possesses the
necessary resources characteristic of a robust operating
franchise.  However, the company's future success will be
critically dependent on the CEO's ability to preserve XL
Capital's core businesses and the strong intellectual capital
supporting its business segments.

XL Capital successfully recapitalized following an agreement
with Syncora Holdings to pay US$1.775 billion in cash, issue
eight million Class A ordinary shares to Syncora Holdings and
transfer all of XL Capital's shares in Syncora Holdings to a
trust, all in exchange for the commutation of certain
reinsurance arrangements thereby eliminating any XL Capital
payment obligations to Syncora Holdings.  XL Capital issued
ordinary shares and equity security units totaling approximately
US$2.875 billion to offset the payment to Syncora Holdings and
related charges.

Headquartered in Bermuda, XL Capital Ltd. --
http://www.xlcapital.com/-- writes liability insurance and
reinsurance worldwide, specializing in low-frequency, high-
severity risks from riots to natural disasters.  The company
writes policies through numerous subsidiaries, many of them
offshore, and also manages a Lloyd's of London syndicate.  XL's
coverage includes general and executive liability, property, and
political risk insurance.  Its reinsurance covers property,
aviation, energy, nuclear accident, and professional indemnity.



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B R A Z I L
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BANCO DAYCOVAL: Picks Bank of New York Mellon As Depositary Bank
----------------------------------------------------------------
Banco Daycoval S.A. has selected The Bank of New York Mellon as
the depositary bank for its American depositary receipt (ADR)
program.  Each Banco Daycoval ADR represents two preferred
shares.  The ADRs trade on the over-the-counter market under the
symbol "BDYVY." The preferred shares are listed on the Sao
Paulo Stock Exchange (BOVESPA) under the symbol "DAYC4."

"This is an important milestone for Banco Daycoval, as a Level I
ADR program will provide U.S. investors with easy access to our
shares as well as our success story," said Banco Daycoval's
investor relations officer, Morris Dayan.  "As we entered the
U.S. capital markets, we wanted the support of a very qualified
depositary and chose The Bank of New York Mellon."

"The Bank of New York Mellon serves as trustee for Banco
Daycoval's international debt facilities and we are pleased to
expand our relationship with this appointment as depositary,"
said chief executive officer of The Bank of New York Mellon's
Depositary Receipt Division, Michael Cole-Fontayn.  "We will
help Daycoval replicate its successful track record in the U.S.
fixed-income market, this time for U.S. equity investors."

The Bank of New York Mellon acts as depositary for more than
1,300 American and global depositary receipt programs, acting in
partnership with leading companies from 64 countries.  With an
unrivaled commitment to helping securities issuers succeed in
the world's rapidly evolving financial markets, the Company
delivers the industry's most comprehensive suite of integrated
depositary receipt, corporate trust and stock transfer services.
For more information visit: http://www.bnymellon.com/dr.

                About Bank of New York Mellon Corp.

The Bank of New York Mellon Corporation is a global financial
services company focused on helping clients manage and service
their financial assets, operating in 34 countries and serving
more than 100 markets.  The company is a leading provider of
financial services for institutions, corporations and high
net-worth individuals, providing superior asset management and
wealth management, asset servicing, issuer services, clearing
services and treasury services through a worldwide
client-focused team.  It has more than US$23 trillion in assets
under custody and administration, more than US$1.1 trillion in
assets under management, and services US$12 trillion in
outstanding debt.

                      About Banco Daycoval

Headquartered in Sao Paulo, Brazil, Banco Daycoval SA started
its activities in 1968, with the creation of Daycoval DTVM and
Valco Corretora de Valores.  Brothers Ibrahim and Sasson Dayan
control the bank.  It is the core business of its shareholders
and specializes in financing small- and medium-sized companies,
backed by receivables.  It also operates with consignment
lending for payroll deduction and consumer financing.  Since
June 2007, the bank has had 29% of its shares traded at Bovespa
on the New Brazilian Stock Market.  These shares enjoy a tag-
along privilege, giving minority shareholders 100% of the value
of the block of controlling shares in the event of the sale of
the institution.

                          *      *      *

As reported in the Troubled Company Reporter-Latin America on
July 21, 2008, Standard & Poor's Ratings Services has assigned
its 'BB-' long-term foreign-currency senior unsecured debt
rating to US$100 million in senior unsecured three-year notes
issued by Banco Daycoval S.A. (BB-/Positive/B) through its
Cayman Islands branch.


BANCO DO BRASIL: Disagrees w/ Banco Nossa on Acquisition Payment
----------------------------------------------------------------
Brazilian financial daily Valor Economico reports that Banco
Nossa Caixa SA and Banco do Brasil SA are disagreeing on the
amount to be paid for the acquisition of Banco Nossa's assets.

As reported in the Troubled Company Reporter-Latin America on
Aug. 20, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  Banco do Brasil previously depended on
organic growth to stay the biggest bank in Brazil as it is
barred by law from acquiring or merging with other banks.
However, the Brazilian federal government authorized Banco do
Brasil to incorporate other federal and state-owned banks in
2007.  Banco do Brasil said it proposed talks for the
incorporation of Banco Nossa, which the Sao Paulo state
government approved.  Banco do Brasil's President Antonio
Francisco de Lima Neto said that the bank seeks to have the sale
price of Banco Nossa Caixa SA negotiated by the end of November.

Business News Americas relates that Banco Nossa's special state-
related functions include:

           -- treasury for the state of Sao Paulo,

           -- judicial accounts for finances under state court
              order, and

           -- payroll for state employees.

According to Valor Economico, Banco Nossa and Banco do Brasil
are disputing the value of the businesses, as Banco Nossa could
lose its exclusive hold on these deposits.  Under Brazilian law,
the first two deposits must be held by public sector banks.
BNamericas says that this would not rule out another government
bank like Caixa Economica Federal from trying to take one or
more of the deposits away from Banco do Brasil.  BNamericas
notes that there is increasing pressure to let the private
sector hold the accounts.

Valor Economico relates that state workers will have a right to
choose the bank at which they have their paychecks deposited by
2012 rather than having to rely on Banco Nossa.

BNamericas reports that sale talks included Nossa Caixa Mapfre
Vida e Previdencia, 49% owned by Banco Nossa and 51% owned by
Spanish insurer Mapfre.  The same report says that Mapfre has
?en exit clause? in its contract with Banco Nossa that lets it
?sell its stake at a set price in the case of a purchase of the
state bank?.

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

                           *     *     *

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


BANCO NACIONAL: Grants BRL404.5 Million Financing to Totvs SA
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA approved
a support amounting BRL404.5 million to Totvs S.A., from Sao
Paulo, a Brazilian company which acts in the information
technology market and is the greatest developer of enterprise
resource planning software (ERP).  The facility will make
possible to merge Totvs and Datasul, from Joinville (state of
Santa Catarina), which is the second in Brazilian rank
in software application segment.  Shareholders form both
companies approved the merger.

Within the total funding amount, BRL200 million will be granted
through a variable income mechanism, with BNDESPAR subscription
of debentures convertible into shares; and BRL204.5 million will
be financed (fixed income).  The facility was approved within
Desenvolvimento da Industria Nacional de Software e Servicos de
Tecnologia da Informacao - Prosoft-Empresa (Program for the
Development of the National Software Industry and Information
Technology Services) scope.

Resulting from shareholder reorganization, Datasul shareholder
portfolio will be merged to Totvs shareholder portfolio,
creating the ninth greatest company specialized in producing
enterprise resource planning software in the world.

This merge is considered priority to strength Brazilian software
market, for it creates conditions to widen companies?
competitiveness in the Brazilian market and abroad.  Besides,
this merger between the two leaders is consistent with the
Production Development Policy, of the federal government.  This
Program aims at creating solid national groups in the software
sector, which can earn more than BRL1 billion/year.

Besides helping Totvs to invest in merges and acquisitions,
BNDES facilities will also allow the company to inject resources
into research studies and technological development, staff
training, process and product improvement, marketing and
trading, infrastructure, as well as studies and projects.  Such
investments will help Totvs to broaden its leadership in the
medium-sized company segment, besides supporting the company to
continuously adjust its products and services according to
customers' needs.  Currently, Totvs has 3.2 thousand employees,
a number that will increase to 4 thousand employees until 2010.

In the view of this new merger, Prosoft portfolio, in its
different levels of transaction and models (Prosoft-Empresa,
Prosoft-Comercializacao e Prosoft-Exportacao), amounts BRL1.3
billion, totaling 214 facilities. Within this total amount,
BRL986 million refers to Prosoft?Empresa, totaling 56
facilities.  BNDES has a partnership with Sociedade Softex to
develop direct facilities within this program scope.

Today, BNDESPAR has 7.6% of Totvs common shares ? Totvs is
listed in Bovespa New Market since 2006, and was the first
Brazilian company in the software segment to open its capital.

In 2005, BNDESPAR became one of Totvs shareholders, making some
investments and disinvestments in the following years.  BNDESPAR
interest in Totvs capital was significant to strength BNDESPAR
and to develop the Brazilian capital market.

In 2006, Totvs acquired RM Sistemas aiming at widening Totvs
line of products; in 2007, Totvs purchased 70% of corporate
capital from Midbyte Informatica S.A., which develops software
for retail, and 100% of corporate capital from BCS Informática,
which develops management software to expanding markets of law
firms and legal departments.  This also allowed Totvs to provide
solutions to customers in this segment (such as document
scanning, leasing of machinery, and so on).  Also in 2007, Totvs
established a subsidiary in Portugal, named Eurototvs Ltda,
starting businesses in the European market.

Besides application software destined to manage corporation
resources, Totvs also produces customer relationship management
(CRM), Business Intelligence (BI) and Supply Chain Management
(SCM) software, as well as modules for specific industrial
sectors.

                          About Banco Nacional

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

                            *     *     *

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


BANCO NOSSA: Disagrees w/ Banco do Brasil on Acquisition Payment
----------------------------------------------------------------
Brazilian financial daily Valor Economico reports that Banco
Nossa Caixa SA and Banco do Brasil SA are disagreeing on the
amount to be paid for the acquisition of Banco Nossa's assets.

As reported in the Troubled Company Reporter-Latin America on
Aug. 20, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  Banco do Brasil previously depended on
organic growth to stay the biggest bank in Brazil as it is
barred by law from acquiring or merging with other banks.
However, the Brazilian federal government authorized Banco do
Brasil to incorporate other federal and state-owned banks in
2007.  Banco do Brasil said it proposed talks for the
incorporation of Banco Nossa, which the Sao Paulo state
government approved.  Banco do Brasil's President Antonio
Francisco de Lima Neto said that the bank seeks to have the sale
price of Banco Nossa Caixa SA negotiated by the end of November.

Business News Americas relates that Banco Nossa's special state-
related functions include:

           -- treasury for the state of Sao Paulo,

           -- judicial accounts for finances under state court
              order, and

           -- payroll for state employees.

According to Valor Economico, Banco Nossa and Banco do Brasil
are disputing the value of the businesses, as Banco Nossa could
lose its exclusive hold on these deposits.  Under Brazilian law,
the first two deposits must be held by public sector banks.
BNamericas says this would not rule out another government bank
like Caixa Economica Federal from trying to take one or more of
the deposits away from Banco do Brasil.  BNamericas notes that
there is increasing pressure to let the private sector hold the
accounts.

Valor Economico relates that state workers will have a right to
choose the bank at which they have their paychecks deposited by
2012 rather than having to rely on Banco Nossa.

BNamericas reports that sale talks included Nossa Caixa Mapfre
Vida e Previdencia, 49% owned by Banco Nossa and 51% owned by
Spanish insurer Mapfre.  The same report says that Mapfre has
?en exit clause? in its contract with Banco Nossa that lets it
?sell its stake at a set price in the case of a purchase of the
state bank?.

Headquartered in Sao Paulo, Brazil, Banco Nossa Caixa SA --
http://www.nossacaixa.com.br/-- operates as a multiple bank
offering banking and financial services through commercial and
loan portfolios, including real estate and foreign exchange, as
well as administering credit cards. Through its subsidiary, it
operates with private pensions. Nossa Caixa uses demand, saving
and time deposits, which include judicial deposits, to fund its
operations. The main focus of Nossa Caixa is to attend
individuals, especially public employees and small and medium-
sized companies in Sao Paulo, as well as state and municipal
government agencies. As the official bank for the government of
the State of Sao Paulo, it administers the state's resources and
state lotteries and takes care of the payroll of the indirect
state administration and part of the direct administration. As
of Dec. 31, 2005, the Bank's network consisted of 2,579
attendance points in its distribution network.

                             *     *     *

In April 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating on Banco Nossa Caixa SA, which is
constrained by the country's foreign currency deposit ceiling.


CA INC: Fitch Revises Outlook to Positive; Affirms IDR at 'BB+
--------------------------------------------------------------
Fitch Ratings has revised CA Inc.'s Rating Outlook to Positive
from Stable.  These ratings are affirmed:

   -- Issuer default rating at 'BB+';
   -- Senior unsecured revolving credit facility at 'BB+';
   -- Senior unsecured debt at 'BB+'.

Fitch's actions affect approximately US$2.5 billion of total
debt, including the company's US$1 billion revolving credit
facility.

The Positive Outlook reflects the continued improvement in the
company's credit metrics and strong financial results.  CA's
credit protection measures have strengthened, particularly
leverage, driven by both growth in operating profits as well as
debt reduction.  Fitch estimates that total debt/last 12 months
(LTM) Operating EBITDA was 1.5 times as of company's fiscal
second-quarter 2009 (ended June 30, 2008), versus 2.3x at fiscal
2Q08.  In addition, CA's recent operating and financial results
are trending positively, evidenced by solid top-line growth,
margin improvement, and strong free cash flow.  Results have
been supported by the company's recurring revenue model, which
has heretofore limited the negative impacts of the less
favorable macroeconomic environment and which Fitch expects will
continue to be the case.

The ratings consider that CA has become more conservative over
the last two years, as the company has curtailed acquisitions
and share repurchases and has undertaken moderate debt
reduction.  Fitch believes that the company's policies will
remain fairly conservative over the intermediate term and that
CA would utilize its financial flexibility provided by excess
cash and free cash flow to finance acquisition, dividend, or
share buyback activity.  While Fitch anticipates the company
will refinance US$960 million of debt maturing in December 2009,
Fitch believes that CA is likely to retain excess liquidity over
the near term to potentially meet these obligations with cash on
hand, given current market conditions.  Fitch believes that
significant near-term acquisition activity appears limited given
management's current focus on integrating previous acquisitions
and improving operating efficiency.

Positive rating actions could occur if:

   -- No significant capital structure changes occur over the
      next year with acquisition and share buyback activity
      largely financed with excess cash on hand and free cash
      flow;

   -- CA's recurring revenue model continues to shelter the
      company from financial stress due to the economic downturn,
      particularly in the U.S.;

   -- There is evidence of the company's ability to repay or
      refinance its 2009 maturities, given that approximately 65%
      of the cash on hand is located outside the U.S., and a
      significant amount of free cash flow is generated overseas.

Ratings concerns center on whether CA will maintain a consistent
approach to its financial strategy over the long term, despite
Fitch's comfort with the company's intermediate-term policies.
Additional concerns include competition from larger companies
with superior financial flexibility.  Finally, Fitch believes
the company's lack of participation in the software industry's
ongoing consolidation activity could constrain longer term
revenue growth rates.

The ratings continue to be supported by CA's: solid recurring
revenue profile, driven by the high barriers to entry with
significant 'switching' costs associated with the software
industry; consistent annual free cash flow approximating
US$750 million to US$1 billion; and the size, diversity, and
quality of the company's installed base (approximately 98% of
Fortune 500) and depth of product line.  Credit protection
measures are strong for the rating category and Fitch expects
that they could improve over the intermediate term from
operating profit growth and, less likely, debt reduction.

Fitch believes liquidity at June 30, 2008 was sufficient and
supported by: approximately US$2.4 billion of cash and cash
equivalents (approximately 65% overseas); US$1 billion senior
unsecured RCF due August 2012, of which US$250 million is
undrawn and available; and the aforementioned consistent annual
free cash flow.  Free cash flow for fiscal 2009 ending March 31,
2009 is anticipated to be affected slightly by cash
restructuring and higher cash tax payments but should increase
going forward as the company's restructuring initiatives begin
to translate into higher profitability.

Total debt as of June 30, 2008 was approximately US$2.2 billion,
consisting primarily of: US$750 million of borrowings
outstanding under the company's RCF; US$460 million convertible
senior notes due December 2009, which have a conversion price of
US$20.04 per share; US$500 million senior notes due December
2009; and US$500 million senior notes due 2014.

Based in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.  The company
had approximately US$4.3 billion in revenues for the twelve
months ended March 31, 2008.


COMPANHIA PARANAENSE: Zacks Keeping Buy Rating on Firm's Shares
---------------------------------------------------------------
Zacks Investment Research is keeping its ?buy? recommendation on
Companhia Paranaense de Energia's shares.

Companhia Paranaense's second quarter results were positive, and
the short-term outlook is also positive due to the company's
various investments.

The Brazilian business environment remains encouraging; the
energy consumption in Brazil is still heated; and the short-to-
medium-term outlook for energy consumption in Brazil is very
encouraging.  Moreover, becoming a part of the Sao Paulo Stock
Exchange's Level 1 of Corporate Governance will enhance the
positive aspects of the company.  Finally, Companhia
Paranaense's shares are trading at an attractive valuation.

Companhia Paranaense's second quarter net revenue totaled
US$820.6 million.  During the quarter, total power consumption
billed by the company grew 5.5%.  The company has a strong
balance sheet with a net debt of US$206.4 million.

Companhia Paranaense is trading at a ?P/E of 6.9x? of Zacks
Investment's 2008 estimated earnings.  Zacks Investment believes
Companhia Paranaense's valuation looks highly attractive when
compared to other international electric utilities and the
industry mean of 16.1x, mainly considering that the outlook for
the Brazilian economic growth is positive for the following
quarters and the positive tariff correction in 2009.  Also, the
Brazilian economic plans for increasing investments in the
electric energy sector are both positive signs for Companhia
Paranaense.

All considered, Zacks Investment still thinks there is a huge
upside potential for the stock in the short term, and the
company should trade closer to the Brazilian stock exchange
BOVESPA's average.  Zacks Investment's target price assumes a
?P/E of 10x 2008? earnings per American Depository Receipt
estimate, close to Companhia Paranaense's historical standards
and the BOVESPA's average.  Zacks Investment's target price for
Companhia Paranaense's shares is US$26.50.

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/ir-- (NYSE: ELP/LATIBEX:
XCOP/BOVESPA: CPLE3, CPLE5, CPLE6) transmits and distributes
electricity to more than 3 million customers in the state of
Parana and has a generating capacity of nearly 4,600 megawatts,
primarily from hydroelectric plants.  The company also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed.  In response, Copel is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of Copel.

               *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 13, 2008, Moody's Investors Service has placed these
ratings of Companhia Paranaense de Energia under review for
possible upgrade:

    -- Corporate Family Ratings: Ba2 and Aa2.br
    -- Senior Secured Ratings: Ba1 and Aa1.br


ELETROPAULO METROPOLITANA: Court Suspends Dividend Payment Plan
---------------------------------------------------------------
Eletropaulo Metropolitana Eletricidade de Sao Paulo SA disclosed
that a Sao Paulo tax court has suspended its BRL360 million
dividend payment plan.

Fabio Palmigiani at Business News Americas relates that
Eletropaulo Metropolitana was set to make the dividend payments
for Aug. 28.  The same report says brokerage Ativa said in a
note to investors that Eletropaulo Metropolitana will likely not
pay out dividends on the due date unless it can reverse the
court's decision in time.

BNamericas notes that the court suspended the dividend payments
due to a judicial dispute on the social security tax, or Cofins,
on power operations from 1992-99.  According to the report,
Eletropaulo Metropolitana failed to make payments during the
eight-year dispute.  The same report says that after the supreme
court made a ruling in 1999 that cleared up the issue, the
company deposited some BRL300 million.

Eletropaulo Metropolitana must pay interest on the delayed
payments and a fine for the time it didn't pay, BNamericas says,
citing the federal treasury.  The company still owes almost
BRL600 million, the treasury added.

According to BNamericas, Eletropaulo Metropolitana assured that
it is taking appropriate measures to change the court's
decision.  BNamericas notes that Eletropaulo Metropolitana's
Legal Affairs Vice-President Pedro Bueno Vieira said in a
conference call, ?We already entered a plea and understand the
chances of the decision being reversed are very good.  A new
resolution could even be issued this week.?

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2006, Standard & Poor's Ratings Services raised the
ratings on Brazilian electric utility Eletropaulo Metropolitana
Eletricidade de Sao Paulo SA and its BRL474 million senior
unsecured and unsubordinated euro bonds to 'BB-' from 'B+'.  On
the Brazil national scale, the 'brBBB+' corporate credit rating
was raised to 'brA-'.  S&P said the outlook was stable.


GENERAL MOTORS: Auto Makers Seeking Up to US$50 Bil. in Lifeline
----------------------------------------------------------------
Sharon Terlep and Josh Mitchell of the Wall Street Journal
report that The Big Three auto makers and their suppliers are
now seeking significantly more help from the federal government.

The Detroit Free Press reported earlier in August that top
executives at Ford Motor Co., General Motors Corp., and Chrysler
LLC had a meeting and decided to ask for financial aid from the
feds.  There is no consensus as to how much do auto executives
want, people familiar with the talks say, according to the
report.  But reports say it could be between US$40 billion and
US$50 billion.  The auto makers would like to have a funded plan
in place by the end of 2008.

The companies have already been authorized to receive
US$25 billion government-backed loans approved as part of an
energy bill last year.  The loans have yet to be funded.

David Cole, president of the Center of Automotive Research in
Ann Arbor, Mich., denied the funding is a bailout in its
entirety, WSJ says.

"This is actually more like the government acting like a banker
as it begins to look at the major consequences of a major
failure in the auto industry," he said.  The current funding is
reportedly aimed at making the Big Three more competitive.

                     About Chrysler LLC

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

                       About Ford Motor Co

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

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

                     About General Motors

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

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

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


PROPEX INC: Exclusive Plan-Filing Period Stretched to Oct. 20
-------------------------------------------------------------
The Honorable John C. Cook of the U.S. Bankruptcy Court for the
Eastern District of Tennessee extended the exclusive plan filing
period of Propex Inc. and its debtor-affiliates through Oct. 20,
2008, and their exclusive solicitation period through Dec. 19,
2008.

The Debtors' exclusive period to file a plan of reorganization
will expire on Aug. 21, 2008.

Before the Court issued the exclusive period ruling, the
Official Committee of Unsecured Creditors filed an objection to
the Debtors' request.  The Committee saw the request as a move
by the Debtors to prevent it and any other party-in-interest
from filing their own plan of reorganization.

"These tactics are inappropriate and are not permitted under the
Bankruptcy Code and well-established case-law, especially when
the [D]ebtor, as is the situation here, does not need any
additional time to develop and file its own plan of
reorganization," Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, said on the Committee's behalf.

Mr. Dizengoff asserted that the Debtors' submission of their
business plan and term sheet for a plan of reorganization
demonstrates that (i) their operations are stabilized and the
basic information necessary to formulate a plan already exists,
(ii) their attempts to gain support from creditors for their
plan proposal have failed; and (iii) the only purpose served by
an extension of exclusivity is to create leverage in the hopes
of forcing creditors to accept the Debtors' preferred plan of
reorganization.

"While the Committee concurs that a number of unresolved
contingencies exist, many of these, including possibly the most
important one ? namely, the Putative Foreign Stock Pledge - are
a product of the Debtors' own making," Mr. Dizengoff emphasized.

In its ruling, the Court cited that the extension request is
reasonable and is in the best interest of the Debtors and their
creditors.

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

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The Debtors have selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.
(Propex Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TAM SA: Freight Unit Opens Terminal in Manaus, Amazonas
-------------------------------------------------------
TAM Cargo, the freight unit of TAM Linhas Aereas, inaugurates
its largest freight terminal to date, in Manaus, Amazonas, which
has an operational area of 2,160 square meters (three times the
size of the former Manaus facility) and 540 square meters of
administrative/commercial area.

With more than 80 tons per day of storage capacity, the new
terminal's infrastructure will provide greater comfort for
customers, with individualized service and total access for the
handicapped.  In addition, the spaciousness of the terminal will
make it easier to maneuver and park large vehicles, while
allowing for freight shipments to be dispatched faster.

The new facilities also have exclusive areas for different types
of freight, and cold storage for perishables constantly
monitored by security cameras.  A tax office on site of the
State Treasury Secretariat ensures faster delivery of payment
receipts.

"Manaus is strategic for TAM Cargo, as a result of steadily
increasing production at its Duty Free Zone, and the increase in
international flights at the airport.  The new terminal can
handle nearly 35% more freight than its predecessor, in addition
to allowing for expansion in coming years, depending on market
demand," says Paulo Castillo Branco, Vice President for Planning
and Alliances.

The new freight terminal in Manaus will make it possible for new
partnerships to develop with air and ground transportation
companies that will extend the range of services and allow for
greater sales efforts to increase customer loyalty, expand
agreements with corporate clients and acquire new clients.

In 2007, Manaus was second in TAM Cargo billing in Brazil.
Eduardo Gomes Airport operates 24 TAM flights a day (12
departures and 12 arrivals), four of them international (Miami
and Caracas).  It is the third largest airport in Brazil in
terms of traffic and freight billing, right behind Guarulhos and
Viracopos (Campinas) airports in Sao Paulo.  The new TAM Cargo
terminal will only offer domestic freight operations.
International freight operations will be handled exclusively by
the Infraero terminal due to customs processing reasons.

                          About TAM Cargo

TAM Cargo's service portfolio offers options to meet the needs
of all types of customers: TAM Cargo Next Flight - the fastest
in the market for urgent shipments; TAM Cargo Next Day - for
next day delivery; TAM Cargo Conventional, ideal for shipping
large volumes; and TAM Cargo International, airport-to-airport
freight import and export.

                           About TAM S.A.

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

The company's international operations include direct flights
to 17 destinations: New York and Miami (USA), Paris (France),
London (England), Milan (Italy), Frankfurt (Germany), Madrid
(Spain), Buenos Aires and Cordoba (Argentina), Santiago (Chile),
Caracas (Venezuela), Montevideo and Punta del Este (Uruguay),
AsunciOn and Ciudad del Este (Paraguay), and Santa Cruz de
la Sierra and Cochabamba (Bolivia)

                              *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 14, 2008, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Brazil-based airline TAM
S.A. to 'BB-' from 'BB'.  S&P's outlook is revised to stable
from negative.

As reported in the TCR-Latin America on June 23, 2008, Fitch
Ratings affirmed the 'BB' Foreign and Local Currency Issuer
Default Ratings of TAM S.A.  Fitch also affirmed the 'BB' rating
of its US$300 million senior unsecured notes due in 2017 as well
as the company's 'A+(bra)' national scale rating and its first
debentures issuance of BRL500 million.  Fitch revised its rating
outlook to negative from stable.



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

ACTIV INVESTMENT: Deadline for Proofs of Claim Filing Is Aug. 31
----------------------------------------------------------------
Activ Investment Partners Ltd.'s creditors have until Aug. 31,
2008, to prove their claims to G. James Cleaver and Gordon I.
Macrae, 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.

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

The liquidators can be reached at:

                 G. James Cleaver and Gordon I. Macrae
                 c/o Kroll (Cayman) Limited
                 P.O. Box 1102 GT
                 4th Floor, Bermuda House
                 George Town, Grand Cayman
                 Cayman Islands

Contact for inquiries:

                 Korie Drummond
                 Tel: (345)946-0081
                 Fax: (345946-0082


BASIS YIELD: Some US$23MM to Go Back to Investors, Report Says
--------------------------------------------------------------
The New South Wales Supreme Court in Sydney, Australia, on
July 28, 2008, determined that Basis Capital Funds Management
Ltd., is obliged to return the application monies received by
its two funds, Basis Yield Fund (Master) and Basis Aust-Rim
Diversified Fund, to investors who applied for units at the
Funds in June 2007.

According to MoneyManagement.com, the Wales Supreme Court's
judgment means that more than US$23,000,000 will be returned to
investors.

In March 2008, Basis Capital commenced proceedings before the
Wales Supreme to seek declarations with respect to the treatment
of application monies received by Basis Yield Fund and Basis
Aust-Rim Diversified Fund, and the payment of redemptions for
the June 2007 quarter.

The Wales Supreme Court also determined that the June 2007
Redeemers are creditors of the Funds in respect of their
redemption request for July 2, 2007, and that Basis Capital
would be acting in compliance with its duties in calculating
redemption proceeds based on the Net Asset Value at June 30,
2007.

Chris Freeman, head of BT Wrap at BT Financial Group, described
the Wales Supreme Court's ruling as "great news for investors in
the funds, who have been waiting for over a year for clarity and
certainty on the status of their application monies,"
MoneyManagement.com said.  BT Financial Group agreed to act as
the representative defendant for all investors who made
applications in June 2007, as well as to provide input into the
case for other representative defendants.

In March 2008, counsel for Grant Thornton, the official
liquidator of Cayman Islands-based Basis Yield Alpha Master
Fund, said it is considering whether it has any claim in respect
of the Application Monies held on behalf of Basis Yield Fund.
Grant Thornton, however, immediately  sent a written
confirmation to Basis Capital that it will not be making any
claim in respect of the Application Monies and that, without
reservation, it will not seek to intervene in the Proceedings.

Basis Capital, in a letter sent to investors, said it will take
steps to return the Application Monies to the June Applicants
and will calculate the redemption proceeds to which the June
Redeemers are entitled.  With respect to the position of the
June Redeemers, Basis Capital noted that payment of the
redemption proceeds to the June Redeemers is dependent on
sufficient assets being available to the Funds to make those
payments.  Basis Capital said that the June Redeemers will rank
as creditors ahead of unitholders in the relevant Fund.

In its letter to investors, Basis Capital noted that the Wales
Supreme Court made no order as to costs but Basis Capital is
hopeful that the appointment of a single representative
defendant for each of the June Applicants, June Redeemers and
the unitholders in each of the Funds is the outcome most likely
to minimize costs in the proceedings.

In addition, Basis Capital informed investors that it continues
to assist the directors and Joint Official Liquidators of the
Alpha Fund with a view to maximizing any potential future
returns to shareholders in the Alpha Fund and the Yield Fund.

                          About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.

The U.S. Bankruptcy Court dismissed Basis Yield's Chapter 15
case on April 30, 2008.

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


BASIS YIELD: Capital Discloses First Quarter 2008 Market Summary
----------------------------------------------------------------
Basis Capital Funds Management Ltd., in its First Quarter 2008
Market Summary, noted that the first quarter of 2008 was "one of
the worst in the last decades for the performance of equities,
credit markets and hedge funds globally; amidst what amounted to
the nearest thing to a full blown collapse of the banking
system."  Particularly, the Market Summary noted that banks
stopped trusting each other and there were widespread fears that
the U.S. economy is already in recession, which dominated
investor concerns.

Basis Capital said that throughout the first quarter of 2008,
Basis Aust-Rim Diversified Fund's strategy continued to focus on
reducing portfolio risk and increasing liquidity amidst trading
conditions that remain difficult.  Consequently, the Diversified
Fund has:

    -- sold from the portfolio in excess of US$100,000,000 of
       Asian and global securities;

    -- reduced net leverage on the portfolio to less than one
       times net asset value; and

    -- maintained a policy of marking to market CDO assets on a
       monthly basis, despite major disruptions in credit
       markets.

Basis Capital noted that from a performance attribution
perspective and despite dislocated trading conditions and
ongoing portfolio risk reduction, the Diversified Fund's more
liquid and Asian high yield strategies continued to maintain
capital.  However, amidst the market's ongoing repricing of
risk-based assets, the Diversified Fund's CDO investments
continued to drag down overall portfolio performance.

As a result of the unprecedented and escalating dislocation in
the Structured Credit space, which makes up a material part of
the Fund's investments, the Fund's existing freeze on
applications and redemptions remains in place.

With regard to the Basis Yield Alpha Fund, Basis Capital pointed
out that it invests predominantly all of its cash into the Basis
Yield Alpha Master Fund (Master) which is currently in the hands
of Grant Thornton, the official liquidator.  Consequently, no
NAV is being calculated for the Fund.

As previously reported, official liquidation proceedings began
with a hearing on December 19, 2007.

A full text copy of Basis Capital's First Quarter 2008 market
summary is available for free at:

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

                          About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.

The U.S. Bankruptcy Court dismissed Basis Yield's Chapter 15
case on April 30, 2008.

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


HANOVER INSURANCE: Filing for Proofs of Claim Is Until Aug. 31
--------------------------------------------------------------
Hanover Insurance Company Ltd.'s creditors have until Aug. 31,
2008, to prove their claims to Marsh Management Services Cayman
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.

Hanover Reinsurance's shareholder decided on May 28, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Marsh Management Services Cayman Ltd.
                 P.O. Box 1051GT
                 Building 4, Floor 2
                 23 Lime Tree Bay Avenue, Governors Square
                 Grand Cayman, Cayman Islands


PRIMORIS SPC: Fitch Cuts Series of Notes, Removes From Watch Neg
----------------------------------------------------------------
Fitch Ratings has downgraded these series of notes issued by
Primoris SPC Ltd. and removed all classes from Rating Watch
Negative.  The rating actions reflect Fitch's view on the credit
risk of the rated notes following the release of its new
Corporate CDO rating Criteria.

   -- US$160,000,000 series A1-7 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- US$30,000,000 series A1-7-2 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- US$50,000,000 series AS1-7-2 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- EUR17,500,000 series A2-7 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- JPY2,000,000,000 series A3-7 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- CHF10,000,000 series A5-7 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- GBP10,000,000 series A6-7 floating rate credit linked
      secured notes due 2014, to 'B' from 'AAA';

   -- US$5,000,000 series B1-7 floating rate credit linked
      secured notes due 2014, to 'B-' from 'AA';

   -- US$10,000,000 series B1-7-2 floating rate credit linked
      secured notes due 2014, to 'B-' from 'AA';

   -- EUR300,000 series B2-7 floating rate credit linked secured
      notes due 2014, to 'B-' from 'AA';

   -- JPY4,100,000,000 series B3-7 floating rate credit linked
      secured notes due 2014, to 'B-' from 'AA';

   -- JPY500,000,000 series C3-7 floating rate credit linked
      secured notes due 2014, to 'CCC' from 'AA-';

   -- US$10,000,000 series D1-7-2 floating rate credit linked
      secured notes due 2014, to 'CCC' from 'A';

   -- JPY1,000,000,000 series E3-7 floating rate credit linked
      secured notes due 2014, to 'CC' from 'A-';

   -- EUR 20,000,000 series B2-10-2 floating rate credit linked
      secured notes due 2017, to 'B-' from 'AA';

   -- US$10,000,000 series D1-10 floating rate credit linked
      secured notes due 2017, to 'CCC' from 'A';

   -- JPY1,000,000,000 series D3-10 floating rate credit linked
      secured notes due 2017, to 'CCC' from 'A';

   -- US$30,000,000 series F1-10 floating rate credit linked
      secured notes due 2017, to 'CC' from 'BBB'.

Additionally, the JPY500,000,000 series A3-10-2 class has been
paid-in-full since the last rating action.

Key drivers of this transaction's credit risk with respect to
the long portfolio include:

   -- Loss of credit enhancement since closing. As of the latest
      trustee report, credit enhancement for each series of notes
      had declined by approximately 2% on a net basis (usually
      representing at least a 40% relative reduction in credit
      enhancement for each series of notes).  When the notes were
      placed on Rating Watch in May 2008, credit enhancement for
      the notes had declined by at least 1.1% on a net basis
      (usually representing at least a 20% relative reduction in
      credit enhancement for each series of notes).

   -- Portfolio credit risk with an average portfolio quality of
      'BBB+/BBB', with 9.6% of the long portfolio rated below
      investment grade.

   -- Portfolio migration risk with 10.3% of the long portfolio
      on Rating Watch Negative and 22.5% of the long portfolio
      with a Negative Outlook.

   -- Significant industry concentration in the long portfolio of
      46.4% in the underperforming sector of Banking and Finance.

   -- Emerging market concentration of 9.1%.

Given Fitch's view of concentration risk and the current credit
quality of the portfolio, the current credit enhancement levels
are not sufficient to justify the current ratings of these
notes.  Current credit enhancement levels for the notes range
from 1.2% to 2.8%.

Primoris is a synthetic securitization that consists of a long
portfolio (long component), which initially referenced mostly
investment-grade corporates, and a short portfolio (short
component), which initially referenced mostly senior-secured
bank loans at 10% of the notional amount of the long component.
Currently the short portfolio consists of a 9.2% bucket of
senior unsecured investment grade bonds.  At closing, the issuer
entered into a portfolio credit default swap with Deutsche
Bank AG, the swap counterparty, (rated 'F1+/AA-' by Fitch),
which bought protection from the issuer on the long component of
the reference portfolio and sold protection to the issuer on the
short component in exchange for a net periodic premium.  Under
the swap agreement, losses from defaults in the long portfolio
and losses from trading activity reduce the credit enhancement
of the tranches, while losses from defaults in the short
portfolio and gains from trading activity increase the credit
enhancement of the tranches.  If aggregate losses exceed the
related class subordination amount, the affected tranche will be
written down and loss payments will be due from the issuer to
the swap counterparty.  The portfolio is currently managed by
Deutsche Asset Management (rated 'CAM1-' by Fitch).  While the
portfolio was originally managed by State Street Global
Advisors, recent amendments have instated DeAM as the
replacement manager.

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or Outlook
Negative, reducing such ratings for default analysis purposes by
two notches and one notch, respectively.  Fitch has noted its
review will be focused first on ratings most exposed to risks
it has highlighted in its updated criteria.  Consequently, the
notes were placed on Rating Watch Negative on May 22, 2008.  As
previously indicated, resolution of the Negative Watch status
depends on any plans managers/arrangers may choose to modify
either the structure or the portfolio.  In this case, the
original manager was replaced by Deutsche Asset Management and
nearly 17% of the portfolio was traded.

Primoris SPC Ltd. is incorporated in the Cayman Islands as an
exempted segregated portfolio company with limited liability.


PROGRESS REINSURANCE: Proofs of Claim Filing Is Until Aug. 31
-------------------------------------------------------------
Progress Reinsurance Company Ltd.'s creditors have until
Aug. 31, 2008, to prove their claims to Marsh Management
Services Cayman 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.

Progress Reinsurance's shareholder decided on Aug. 4, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Marsh Management Services Cayman Ltd.
                 P.O. Box 1051GT
                 Building 4, Floor 2
                 23 Lime Tree Bay Avenue, Governors Square
                 Grand Cayman, Cayman Islands


SECURITY CAPITAL: Proofs of Claim Filing Deadline Is Aug. 31
------------------------------------------------------------
Security Capital Ltd.'s creditors have until Aug. 31, 2008, to
prove their claims to Geoff Varga, 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.

Security Capital's shareholders agreed on Aug. 4, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Geoff Varga
                 c/o The Harbour Centre
                 42 North Church Street
                 P.O. Box 10387
                 Grand Cayman, Cayman Islands


STONEHEATH RE: A.M. Best Removes bb+ Rating From Negative Review
----------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the debt rating of "bb+" on US$350
million non-cumulative perpetual preferred securities issued by
Stoneheath Re, a Cayman Islands exempted company.  The assigned
rating outlook is stable.

Stoneheath Re is licensed as a restricted Class B reinsurer
under the laws of the Cayman Islands and was formed to provide
multi-year reinsurance capacity to certain insurance and
reinsurance subsidiaries of XL Capital Ltd.

The terms of the reinsurance agreement between Stoneheath Re and
XL Capital provide that upon a payment by the issuer to the
ceding insurers, triggered by a catastrophic event, XL Capital
will issue and deliver to Stoneheath Re Series D preference
ordinary shares of XL Capital in an amount equal to the payment
made by Stoneheath Re.  Cash from the issuance of preferred
securities by Stoneheath Re, which previously had been deposited
into a trust account and subsequently disbursed as claim
payments, will be replaced by the XL preferred securities.

The removal of the under review status is to align the rating of
Stoneheath Re's preferred securities with the rating of XL
Capital's existing preferred stock issuances.

The removal of the under review status follows XL Capital's
successful recapitalization plan, which followed the completion
of an agreement with Syncora Holdings Ltd. (formerly Security
Capital Assurance Ltd.) to pay US$1.775 billion in cash, issue
eight million Class A ordinary shares and transfer all of XL
Capital's shares in Syncora Holdings to a trust, all in exchange
for the commutation of certain reinsurance arrangements, thereby
eliminating any XL Capital payment obligations to Syncora.  To
offset the payment to Syncora Holdings Ltd. and related charges,
XL Capital Ltd. issued ordinary shares and equity security units
totaling approximately US$2.875 billion.

Stoneheath Re is licensed as a restricted Class B reinsurer
under the laws of the Cayman Islands and was formed to provide
multi-year reinsurance capacity to certain insurance and
reinsurance subsidiaries (ceding insurers) of XL Capital Ltd.



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

CHEMTURA CORP: S&P Affirms 'BB' Ratings Affirmed; Off Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on Chemtura Corp. and
removed the ratings from CreditWatch with negative implications,
where they were placed on July 8, 2008.

The company's US$500 million 6.75% notes due 2016,
US$400 million 7% notes due 2009 (issued by Great Lakes Chemical
Corp., a subsidiary of Chemtura), and US$150 million 6.875%
debentures due 2026 (issued by Witco Corp., a subsidiary of
Chemtura) are rated 'BB' (the same as the corporate credit
rating).  S&P assigned a recovery rating of '4' to all three
debt issues. These ratings indicate S&P's expectation for
average (30% to 50%) recovery in the event of a payment default.

"The rating actions incorporate the company's improved earnings
performance for the second quarter of 2008 compared to the
similar period of the prior year and our expectation that credit
measures should maintain an improving trend," said Standard &
Poor's credit analyst Liley Mehta.

Chemtura's earnings for the quarter ended June 30, 2008, reflect
improved performance in the performance specialties and crop
protection segments offset by higher raw material and energy
costs and weaker earnings in the consumer products segment due
to a wet, cold start to the U.S. pool season.

The outlook is negative. Credit quality is supported by an
improved focus on price/volume strategy, and the benefits of
cost-cutting initiatives and the portfolio review completed in
the past few years. Any meaningful disappointment in financial
results for the next several quarters, coupled with reduced
discretionary cash flows, would not bode well for the expected
strengthening of the key funds from operations to adjusted debt
ratio and could result in a lower rating.  On this point,
deterioration to the 15% level would result in a review for
downgrade.

"We expect the company to take timely steps to address
refinancing risks related to the $400 million notes maturing in
2009 and the revolving credit facility due in 2010, in light of
difficult credit market conditions. Acquisitions that
meaningfully diminish the company's liquidity and slow the
strengthening of financial measures would also weaken support
for the current ratings.  Similarly, any proceeds from asset
sales are expected to be used in a manner that preserves an
appropriate capital structure.  To reduce the risk of a
downgrade, we would expect Chemtura to expand the leverage ratio
covenant cushion, further strengthen the funds from operations
to total debt ratio, and successfully extend near-term debt
maturities," S&P says.

The ratings on Chemtura incorporate some vulnerability of its
operating results to competitive pricing pressures, raw material
costs, and cyclical markets. They also reflect weak cash flow
protection measures as a result of poor profitability in certain
businesses.  These factors are tempered by a diversified
portfolio of specialty and industrial chemical businesses
(generating annual revenues of roughly US$3.7 billion).

                    About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- manufactures and
markets specialty chemicals, crop protection products, and pool,
spa and home care products.  The company has subsidiaries in the
United Kingdom, Netherlands, Australia, China, Japan, Chile and
Mexico.



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

BANCOLOMBIA SA: OKs Selling Luiz Moreno's Units for COP236 Mil.
---------------------------------------------------------------
Bancolombia S.A.'s Board of Directors, in accordance with
internal procedures, authorized Luis Santiago Perez Moreno,
Personal and Medium and Small Business Banking Vice President of
Bancolombia, to give notice to Fiduciaria Helm Trust S.A. for
the sale of Mr. Perez Moreno's units in a share portfolio
(Cartera Colectiva con Pacto de Permanencia Acciones Sistema
Valor Agregado) managed by such company.

The units have an approximate value of COP236 million
(approximately US$126,064).  The units represent shares of
Bancolombia, which are part of the variable compensation of the
Bank's employees.

Bancolombia S.A. is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and
US$1.4 billion in shareholders' equity as of Sept. 30, 2006.
Bancolombia is the only Colombian company with an ADR level III
program in the New York S0tock Exchange.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 23, 2008, Moody's Investors Service upgraded Bancolombia's
foreign currency subordinated bond rating to Baa3 from Ba1.
Moody's said the outlook is stable.



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

PETROECUADOR: Won't End Petrobras Deal Despite Contract Dispute
---------------------------------------------------------------
Petroecuador's chief Luis Jaramillo said the oil company will
not seek to end Brazil's Petrobras oil extraction deal at its
main oilfield over a contractual dispute, Reuters reports citing
local magazine Vanguardia.

According to the report, in April, Petroecuador asked Petrobras
to respond to charges of a contract breach that could have led
to the nationalization of the company's largest oilfield in
South America's No 5 oil producer.  The state company had to
determine if the charges were strong enough to ask for an end of
Petrobras deal, the report notes.

The report relates that President Rafael Correa agreed earlier
this month with Petrobras and two other foreign oil companies to
negotiate new service contracts that would make them contractors
instead of joint-venture partners.

Still, Mr. Jaramillo said the government launched a probe to
determine if Petrobras' Palo Azul field shared its core reserve
with Petroecuador and depending on the findings it could change
the terms of the contract, the report says.

Meanwhile, the report says former Inspector General Xavier
Garaicoa had urged the government to end the contract over
charges that questioned Palo Azul's ownership. The attorney had
also said the company illegally transferred part of an oil block
to another firm.

The charges sparked fears among investors that Ecuador could
take over Petrobras operations as it did with U.S.-based
Occidental Petroleum  in 2006 over similar accusations, the
report adds.

                            About PDVSA

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

                         About Petroecuador

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

                            *     *     *

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


* ECUADOR: Pres. Correa Plans Chevron Talks Over Pollution Case
---------------------------------------------------------------
Ecuadorean President Rafael Correa said he plans to meet with
Chevron Corp. officials and lawyers for 30,000 jungle residents
who are suing the U.S. oil giant for up to US$16 billion over
environmental damages, Reuters reports.  Mr. Correa did not
provide an exact date for the meeting.

Reuters says peasants and Indians are suing the U.S. company in
an Ecuadorean court over charges its Texaco unit polluted the
jungle and damaged their health by dumping 18 billion gallons
(68 billion litres) of oil-laden water from 1972 to 1992.

Chevron, the report relates, said it was open to reaching an
amicable solution to resolve the suit after Ecuador said it was
willing to mediate an out-of-court settlement.

Meanwhile, the report says, Texaco denies the charges adding the
company was released from liability because it paid US$40
million for an environmental cleanup in the 1990s.


* ECUADOR: Some Foreign Loans May be Unpaid on Legitimacy Issue
---------------------------------------------------------------
Reuters reports that Ecuador's debt slumped after the country's
top debt auditor said there was enough evidence to consider
halting payments on foreign loans deemed "illegitimate."

The report says the country's benchmark dollar-denominated
global bond due in 2030 fell 5.750 to bid 85.750, offering a
yield of 12.066 percent, the steepest one-day percentage fall in
just over a year and the steepest since July 27, 2007, when the
government named the debt audit committee to review debt to see
if it was illegitimate.

Analysts told Reuters the fall in Ecuador's bonds was
exacerbated by slow summer holiday volume, plus heightened
credit risk worries fueled by fears over more U.S. mortgage
losses.

Lehman Brothers analyst Gianfranco Bertozzi meanwhile told the
news agency that Ecuadorean bonds are down in an illiquid market
mainly because of debt statements by the country's debt auditor,
Ricardo Patino.

Mr. Patino told Reuters in an interview that the debt panel,
over which he presides, had found sufficient evidence of debt
that was "illegitimate."

According to Reuters, Ecuador deems debt "illegitimate" when it
says it was acquired under unfair terms by past governments that
can be tarnished by such factors as irregularities or
corruption.  In 1999, Ecuador halted all payments on its
US$6.5 billion dollar-denominated bonds, the report says.

The country's debt audit panel is expected to issue its findings
in mid-September regarding how much of Ecuador's US$10.1 billion
foreign debt should be paid.



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

CABLE & WIRELESS: Union Gives Firm 3 Days to Pay Former Workers
---------------------------------------------------------------
Radio Jamaica reports that the union University and Allied
Workers Union has given Cable & Wireless Plc's Jamaican unit
three days to make retroactive payments to former workers
dismissed in March 2008.

According to Radio Jamaica, the union wrote to the Cable &
Wireless Jamaica management on Monday, asserting that the firm's
failure to comply with its demand would be an indication that it
isn't interested in ?good industrial relations?.  Radio Jamaica
relates that the union claimed it has information that the
company has been withholding the payments, ignoring the law on
redundancy payments.

The ?redundancies? became effective in April 2008 when the union
was negotiating wages with Cable & Wireless that ended on May
15, 2008, Radio Jamaica says, citing the union.  The union said
that the company must make retroactive payments as well as
severance payments calculated at the new salary rates to
employees whose redundancies became effective after April 1, the
same report states.

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

                         *     *     *

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


WORLD WISE: Hurshell Cyrus Files US$539,744 Suit Against Firm
-------------------------------------------------------------
Hurshell Cyrus, a businessman based in Kingston, has filed a
US$539,744 suit against investment club World Wise Partners
Limited for fraudulent misrepresentation, The Jamaica Observer
reports.

The report says that apart from fraudulent misrepresentation,
Mr. Cyrus is also claiming damages for breach of contract and is
seeking compensation for unjust enrichment plus interest.

The suit, filed August 20 before the Supreme Court by the law
firm Hart Muirhead Fatta, names World Wise's chairman and
founder Noel Strachan, director Judy Strachan, and former
director Patrick Cawley as defendants, The Observer relates.

Mr. Cyrus' action comes just three weeks after World Wise and
Mr. Strachan were issued a cease-and-desist order by the FSC on
August 5.

On Aug. 11, 2008, the Troubled Company Reporter-Latin America,
citing Radio Jamaica, reported that World Wise Partners
Limited's legal representative, Christopher Townsend, said that
the cease and desist order imposed by the Financial Services
Commission on the firm won't affect its operations.



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

CHRYSLER LLC: Auto Makers Seeking Up to US$50BB in Lifeline
-----------------------------------------------------------
Sharon Terlep and Josh Mitchell of the Wall Street Journal
report that The Big Three auto makers and their suppliers are
now seeking significantly more help from the federal government.

The Detroit Free Press reported earlier in August that top
executives at Ford Motor Co., General Motors Corp., and Chrysler
LLC had a meeting and decided to ask for financial aid from the
feds.  There is no consensus as to how much do auto executives
want, people familiar with the talks say, according to the
report.  But reports say it could be between US$40 billion and
US$50 billion.  The auto makers would like to have a funded plan
in place by the end of 2008.

The companies have already been authorized to receive
US$25 billion government-backed loans approved as part of an
energy bill last year.  The loans have yet to be funded.

David Cole, president of the Center of Automotive Research in
Ann Arbor, Mich., denied the funding is a bailout in its
entirety, according to WSJ.

"This is actually more like the government acting like a banker
as it begins to look at the major consequences of a major
failure in the auto industry," he said.  The current funding is
reportedly aimed at making the Big Three more competitive.

Despite reassurance from the company, rumors that Chrysler is on
the verge of bankruptcy persist.

According to various reports, JPMorgan auto analyst Himanshut
Patel has indicated that Chrysler is the weakest player among
the U.S. automakers and is at the most risk of bankruptcy.
Chrysler, the JPMorgan analyst has said, is hit by the triple
force of high pump prices, an economic slowdown and an expected
decline in sales of trucks.  Mr. Patel has suggested that
Chrysler sell its Jeep and Dodge Ram brands by early 2009.

The reports note that Mr. Patel believes Chrysler's position is
riskier because it has lesser assets to raise money and relies
heavily on the truck and U.S. markets for income.

Mark Warnsman, an analyst from Calyon Securities, however, has
said concerns of Chrysler's possible bankruptcy are overblown,
Andrew Striber of Motor Trend reports.  Instead of worrying
whether Auburn Hills will go under, competitors should be more
concerned about the company's recent actions will hurt the
overall auto market, he said.

Chrysler has dropped leasing and switched to retail-only sales.
It also announced an additional 1,500 job cuts, the elimination
of four models, and discussions of a partnership with Nissan to
outsource future midsize sedans.

Mr. Warnsman says Chrysler's "potential for sharp changes" poses
a new threat to competitors, and with no shareholders to report
to its secrecy will bring "more uncertainty for the industry."
This could scare off investors and push the value of publicly-
traded rivals Ford and GM down even further, according to him.

                     About General Motors

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

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

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

                       About Ford Motor Co

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

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

                     About Chrysler LLC

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

                           *     *     *

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

As reported in the Troubled Company Reporter June 24, 2008,
Moody's Investors Service affirmed the B3 corporate family
rating and probability of default rating of Chrysler LLC, but
changed the outlook to negative from stable.  The change in
outlook reflects the increasingly challenging environment faced
by Chrysler as the outlook for US vehicle demand falls, and as
high fuel costs drive US consumers away from light trucks and
SUVs, and toward more fuel efficient vehicles.

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the issuer default rating of Chrysler
LLC to 'B' from 'B+', with a negative rating outlook.  Fitch
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.


COOPER TIRE: S&P Affirms 'B+' Rating, Sees Slow Tire Demand
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cooper
Tire & Rubber Co. to negative from stable.

"At the same time, we affirmed our 'B+' corporate credit rating
and other ratings.  The outlook revision reflects the effect of
slowing tire demand in North America and volatile raw material
prices on Cooper's financial risk profile.  Although the company
has been introducing premium products, reducing costs, and
expanding its presence in Asia, we expect the company's credit
measures to worsen during the remainder of 2008," S&P says.

"As of June 30, 2008, Findlay, Ohio-based Cooper had total debt
of $855.4 million, including our adjustments for operating
leases and postretirement benefit obligations," S&P adds.

"Cooper faces significant challenges that will impede its
financial performance for the near term," said Standard & Poor's
credit analyst Lawrence Orlowski. "Although revenues in the
second quarter of 2008 increased by 6% compared to those of a
year earlier, unit sales declined, and the company reported an
operating loss of $15 million," he continued. In the U.S.,
Cooper's total unit sales of light-vehicle tires decreased 13.1%
during the first half of 2008, worse than the 4.8% and 2.1%
declines for Rubber Manufacturers Assn. members and the total
industry, respectively. For all of North America, Cooper's unit
sales fell about 7%.  Industry sales volumes in North America
are projected to be down during 2008 versus the same period in
2007.  Moreover, raw material costs continue to rise,
significantly pressuring operating income.  In response, the
company raised prices up to 5% in February and up to 8% in July.
Another price increase of up to 10% is planned for October.

"However, we do not expect these price increases to completely
cover rising raw material costs, which the company expects to be
up 25% to 30% versus 2007 costs," S&P says.

Industry growth in the U.S. tire market has been sluggish for
the past several years and has been exacerbated recently because
of the effect of high gas prices on disposable income.  Another
concern is that the turmoil in the credit markets will continue
to dampen economic activity, leading to a retrenchment in
consumer spending.  Although worn tires must eventually be
replaced, the timing of the replacement cycle can be pushed out
when consumer budgets are squeezed.  If demand does not improve,
Cooper may be forced to reduce its production plans, which would
strain profitability.

High oil prices have driven up the costs of raw materials used
in the production of tires.  Continued high demand for energy,
combined with political unrest in the Middle East, is likely to
keep oil prices very high.  Roughly 65% of Cooper's raw
materials are petroleum-based.  Natural rubber prices have also
escalated to all-time highs during 2008.  The increases in the
costs of petroleum-based materials and natural rubber were the
most significant drivers of Cooper's higher raw material costs,
which were up by US$107.5 million for the six-month period ended
June 30, 2008, from the level at the same period a year earlier.
It is unclear whether the market will fully accept future
increases if demand softens.

To enhance long-term sales growth and have access to low-cost
manufacturing, Cooper continues to focus on its Asian expansion
strategy.  With the ramp-up of production at the Cooper-Kenda
joint venture in China expected to continue, the facility
expects to produce nearly 3 million tires during 2008, and
Cooper will receive 100% of production until May 2012.

"The outlook is negative. Cooper is facing near-term challenges
of softening demand in North America and volatile raw material
costs.  The company currently has adequate liquidity but is
expected to generate negative free cash flow in 2008 and make
substantial debt repayments during 2009.  We could lower our
ratings if Cooper is unable to pass along raw material costs to
consumers or if end-market demand softens further as a result of
higher oil prices or slowing economic activity that leads to
leverage of 5x or higher, including our adjustments or weaker
liquidity.  On the other hand, Cooper's strategy of diversifying
its production and sales could enable it to counter cost
pressures and tap sales growth in emerging markets.  Moreover,
if the company is able to offset raw material costs by raising
prices, or if raw material costs moderate, we would expect a
rebound in EBITDA and free cash flow and revisit our negative
outlook," S&P says.

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company
(NYSE:CTB) -- http://www.coopertires.com/-- is a manufacturer
of replacement tires.  The company focuses on the manufacture
and sale of passenger and light truck replacement tires.  It
also manufactures radial medium and bias light truck tires, and
materials and equipment for the truck tire retread industry. The
Company also manufactures and sells motorcycle and racing tires.
Cooper has two business segments: North American Tire
Operations and International Tire Operations.  The North
American Tire Operations segment produces passenger car and
light truck tires, primarily for sale in the United States
replacement market, and materials and equipment for the tread
rubber industry.  The International Tire Operations segment has
manufacturing facilities in the United Kingdom and China. The
segment has two administrative offices and a sales office in
China.

Cooper Tire & Rubber Company disclosed an agreement to invest in
a tire manufacturing facility in Guadalajara, Mexico.  The
facility will be jointly owned by Cooper Tire, a Mexican holding
corporation (IBSA), and Cooperativa TRADOC SRL, employee owners
of the Occidente facility.  Cooper Tire ownership in this
facility is 38 percent at an investment of US$31 million.
Revenues in 2007 were approximately US$2.9 billion.


FOAMEX INTERNATIONAL: Audit Panel Dismisses KPMG as Accountant
--------------------------------------------------------------
The Audit Committee of the Board of Directors of Foamex
International Inc., upon completion of a formal proposal process
involving several firms, dismissed KPMG LLP as its independent
registered public accounting firm effective as of August 14,
2008, and approved the engagement of McGladrey & Pullen, LLP, as
its new independent registered public accounting firm.  The
approval of McGladrey is subject to McGladrey's normal client
acceptance procedures.

In connection with the audits of the Company's consolidated
financial statements for each of the two fiscal years ended
December 30, 2007, and December 31, 2006, and in the subsequent
interim period from December 31, 2007, through and including
August 14, 2008, there were no disagreements between the Company
and KPMG on any matter of accounting principles or practices,
consolidated financial statement disclosure, or auditing scope
and procedures, which disagreements if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference
to the matter in their audit reports on the consolidated
financial statements for such years.

The audit reports of KPMG on the consolidated financial
statements of the Company for the two years ended December 30,
2007, and December 31, 2006, did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.

The Company has not consulted with McGladrey during the last two
fiscal years ended December 30, 2007, and December 31, 2006, or
during the subsequent interim period from December 31, 2007,
through and including August 14, 2008, on either the application
of accounting principles to a specific transaction, either
completed or proposed or the type of audit opinion that might be
rendered on the Company's consolidated financial statements.

                            About Foamex

Headquartered in Linwood, Pennsylvania, Foamex International
Inc. (FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning
for bedding, furniture, carpet cushion and automotive markets.
The company also manufactures polymers for the industrial,
aerospace, defense, electronics and computer industries.  The
company's Latin American subsidiary is in Mexico.

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company
emerged from chapter 11 bankruptcy protection on Feb. 12, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at
Dec. 30, 2007, showed US$430.6 million in total assets and
US$728.7 million in total liabilities, resulting in a
US$298.1 million total stockholders' deficit.


VITRO SAB: S&P Revises Outlook, Holds B Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Vitro S.A.B. de C.V. to negative from stable.  At the same time
S&P affirmed its 'B' long-term corporate credit and senior
unsecured ratings on Vitro.

"The rating action reflects our expectation that Vitro's free
operating cash flow generation and key financial ratios will
weaken beyond our initial expectations for the year.  Although
we continue to believe that Vitro's debt maturity schedule for
2008 is manageable, we feel its liquidity has tightened," said
S&P's credit analyst Marcela Duenas.

The ratings on Vitro are constrained by the company's highly
leveraged financial risk profile, its exposure to commodity
price volatility (particularly natural gas), and the challenging
operating environment its flat-glass business unit faces.  The
ratings also reflect the seasonality of the food and beverage
industry and the cyclicality of the construction and automotive
industries.  The company's leading position in glass containers
and its significant share of the Mexican flat-glass market
support the ratings.  Ratings also reflect Vitro's export
activities and international operations, which contribute about
58% of total revenues.

The negative outlook reflects S&P's concerns that the company
sustained negative operating cash flow generation may constrain
its liquidity even more.  Further weakness in Vitro's liquidity
could lead to a negative rating action.

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a
leading global glass producer, serving the construction and
automotive glass markets and glass containers needs of the food,
beverage, wine, liquor, cosmetics and pharmaceutical industries.



===========
P A N A M A
===========

CHIQUITA BRANDS: Deploys Azaleos OneStop Exchange E-mail Service
----------------------------------------------------------------
Azaleos(R) Corporation said that Gartner Inc. has profiled
Chiquita Brands International Inc. and how it migrated its
worldwide e-mail system to the Azaleos OneStop Managed Exchange
Service.  Chiquita consolidated its 4,000 e-mail accounts from
Novell GroupWise and other platforms onto Azaleos OneStop
services.

Chiquita was using Novell GroupWise for its messaging and
collaboration needs.  As a result of the 2006 acquisition of
Fresh Express, Chiquita inherited 1,500 users of Microsoft
Exchange.  The company decided to standardize all of its users
on one messaging platform and consolidate its infrastructure
around a Microsoft system.

Chiquita had limited experience with Microsoft Exchange and did
not want to add resources to plan the complex migration, and
handle the platform's on-going management and administration.
In addition, the company was averse to the requirements and
expense associated with a worldwide on-site Exchange deployment.
"Given our highly distributed e-mail topology we ruled out
hosting providers since international bandwidth constraints
would limit effective support of our international business
operations", said Jack Ortman, Chief Technology Officer of
Chiquita.  "Azaleos was able to address Chiquita's complex
global requirements with their migration expertise and the
unique OneStop Managed Services approach".

"While relatively new, the Azaleos approach to e-mail deployment
offers an alternative to a premises-based or hosted provisioning
model," writes Gartner research vice president Matt Cain in the
report.  "Chiquita successfully deployed a new e-mail
provisioning paradigm over a very distributed topology: a hybrid
model where the premises-based soft appliance is managed over
the wire by Azaleos.  The Azaleos approach to server deployment
and management works."

"Although challenging, Chiquita Brands made a smooth and
successful transition from Novell to Exchange with the help of
Azaleos' experts," said Phil Van Etten, Chief Executive Officer
of Azaleos.  "Our hybrid services model has enabled Chiquita to
outsource the management of Exchange for its HQ and branch
offices in the US, Europe and South America while maintaining
perfect uptime."

OneStop services work with the Azaleos OneServer for Microsoft
Exchange 2007, a high availability, e-mail appliance that is
managed remotely by experts in the Azaleos network operations
center.  A virtualized edition of OneServer based on the VMware
virtualization infrastructure is also available that reduces the
number of physical servers required to deploy Exchange 2007 from
four to two.

OneStop Managed Services include:

    -- ViewXchange, a real-time monitoring and reporting system
       for Exchange and associated IT infrastructure.

    -- ManageXchange, a remote command and control service that
       allows Azaleos technicians to monitor, manage, patch,
       troubleshoot and fix issues in a customer's Exchange
       environment on a 24x7 basis.

    -- ProtectXchange, a comprehensive anti-virus/anti-spam
       service powered by MessageLabs that prevents threats from
       penetrating the network and safeguards data from malicious
       interference.

    -- MobileXchange, monitoring and management services for
       mobile connectivity with Exchange, including hardware,
       software, firmware, and configuration support.

    -- RestoreXchange, services support complete dual-site
       disaster recovery capabilities, handling both dial tone
       and mail storage restoration to minimize the impact on
       employee productivity and business continuity.

    -- ArchiveXchange, provides automatic archival and storage of
       e-mail from the Exchange server to secondary storage to
       improve performance and reduce costs.  ArchiveXchange
       enables users to access older mail using Outlook, web
       browsers, or mobile devices.

                          About Azaleos

Azaleos Corporation -- http://www.azaleos.com/-- provides 24X7
remotely managed messaging services for enterprises with on-
premise installations of Microsoft Exchange Server and
Blackberry Enterprise Server.  Azaleos OneServer and OneStop
Services offer remote monitoring, management, maintenance, and
reporting, which enable an organization's IT staff to focus on
strategic technology initiatives.  Azaleos solutions can be
installed and up and running in less than one day.  A Microsoft
Gold Certified partner, Azaleos was founded in 2004 and is led
by senior executives from Microsoft, IBM, and Lotus.

                       About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE: CQB) -- http://www.chiquita.com/-- is a marketer
and distributor of high-quality fresh and value-added food
products.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

At March 31, 2008, the company's consolidated balance sheet
showed US$2.80 billion in total assets, US$1.87 billion in total
liabilities, and US$933.0 million in total shareholders' equity.

                             *     *     *

In March 2008, Moody's Investors Service affirmed Chiquita
Brands International, Inc.'s B3 corporate family and B3
probability of default ratings.  Moody's said the rating outlook
remains negative.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26, 2007.


CHIQUITA BRANDS: Approves CIC Agreement for Executive Officers
--------------------------------------------------------------
Chiquita Brands International Inc. approved on August 21, 2008,
the form of Change in Control Severance Agreement (CIC
Agreement) to be entered into with each of its named executive
officers other than its Chief Executive Officer.

The CIC Agreements are substantially similar to those previously
in effect for those named executives and generally entitle the
executives to certain payments and benefits only in the event
that they are involuntarily terminated without ?cause? or resign
for ?good reason? within two years after a ?change in control?
(as each such term is defined in the CIC Agreement) that occurs
prior to the third anniversary of the date of the CIC Agreement.
The CIC Agreements will replace agreements that expired or will
expire at various points during 2008 and which contained
substantially the same terms.

The CIC Agreements differ from the prior version of the
agreement in that the new CIC Agreements:

    (i) clarify that the vesting of equity awards made under the
        company?s stock and incentive plan in the future will now
        require both a ?change in control? and an involuntary
        termination without ?cause? or resignation for ?good
        reason? and

   (ii) provide that cash or equity long-term performance-based
        awards will vest following a change in control based
        solely on continued employment though the performance
        period and, if there is a qualifying termination, will
        vest on a pro rata basis, at the target level set forth
        in the award or program, based upon the portion of the
        performance period during which the executive was
        employed.

The CIC Agreements continue to provide (as was the case with the
prior versions of the agreement) that if there is a qualifying
termination of employment, the executive officer will be
entitled to certain payments and benefits, including:

    -- a lump sum severance payment equal to two times the
       sum of the executive officer?s annual salary and target
       annual incentive;

    -- a pro rata annual incentive award for the year of
       termination based upon the greater of the target annual
       incentive for the year of termination and the target
       incentive in effect during the year in which the change in
       control occurred;

    -- continuation of medical and other health and welfare
       benefits for up to two years (subject to reduction if the
       executive?s subsequent employer offers such benefits);

    -- vesting of all unvested stock options and restricted
       stock; and

    -- vesting (or payments in respect of) certain unvested
       401(k) and Capital Accumulation Plan amounts.

As was the case with the prior agreements, if the payments and
benefits received by the executive officer are subject to the
excise tax imposed by the Internal Revenue Code on ?excess
parachute payments,? the executive officer generally will be
entitled to a ?gross-up? payment such that his or her net
payments after all taxes are equal to the payments that
otherwise would be received.  Receipt of payments and benefits
under the CIC Agreements is subject to execution by the affected
executive of a customary release and an agreement containing
confidentiality, non-solicitation and non-competition
obligations.

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE: CQB) -- http://www.chiquita.com/-- is a marketer
and distributor of high-quality fresh and value-added food
products.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

At March 31, 2008, the company's consolidated balance sheet
showed US$2.80 billion in total assets, US$1.87 billion in total
liabilities, and US$933.0 million in total shareholders' equity.

                             *     *     *

In March 2008, Moody's Investors Service affirmed Chiquita
Brands International, Inc.'s B3 corporate family and B3
probability of default ratings.  Moody's said the rating outlook
remains negative.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26, 2007.



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

QUEBECOR WORLD: Posts US$77.7 Mil. Loss in Second Quarter 2008
--------------------------------------------------------------
In the second quarter of 2008, Quebecor World Inc. reported a
net loss of US$77.7 million or (US$0.44) per share compared to a
net income of US$10.8 million or US$0.05 per share in the second
quarter of last year.  Second quarter results included IAROC net
of income taxes of US$7.5 million or US$0.04 per share, compared
to US$19.1 million or US$0.14 per share in the same period in
2007.  Excluding IAROC, the adjusted operating income was
US$27.8 million in the second quarter of 2008 compared to
adjusted operating income of US$48.0 million for the second
quarter of last year.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000, total
liabilities of US$4,326,500,000, preferred shares of
US$62,000,000, and total shareholders' deficit of
US$976,400,000.

For the first six months of 2008, Quebecor World reported a
net loss from continuing operations of US$226.3 million or
(US$1.41) per share, compared to a net income from continuing
operations of US$20.5 million or US$0.06 per share for the same
period in 2007.  The results for the first six months of 2008
incorporate IAROC net of taxes of US$42.7 million or US$0.26 per
share compared to US$30.5 million or US$0.24 per share in 2007.
Excluding IAROC, adjusted diluted loss per share from continuing
operations was US$1.15 for the first six months of 2008 compared
to adjusted diluted earnings per share of US$0.30 in the same
period of 2007.  On the same basis, adjusted operating income in
the first six months of 2008 was US$37.0 million compared to
US$86.5 million in 2007.  Consolidated revenues for the first
half of 2008 were US$2.0 billion compared to US$2.3 billion in
the same period of 2007.  The lower revenue is due to the lower
paper sales, decreased volume and continued price pressures.  In
addition, the Company's quarterly and year-to-date financial
results have been impacted by significantly higher professional
fees and higher financial expenses related to the DIP financing
and the creditor protection process.

In the second quarter of 2008, Quebecor World Inc. said it made
steady progress in its efforts to exit creditor protection in
the United States and Canada as a strong player in its industry.
The company continued to renew existing customer contracts and
secure new business across all its business groups.  In the
quarter, Quebecor World completed the sale of its European
operations to a Netherlands based investment group.  The net
cash proceeds were used by the company to repay a portion of the
Debtor-In-Possession financing.  In the second quarter, Quebecor
World announced a customer-focused streamlining of its U.S.
operations to better serve its customer base, improve efficiency
and reduce costs.  Also in the quarter, the Company presented
its business plan to the creditors' committees.  The plan
reflects the company's expectation of future operating
performance both during and after the CCAA and Chapter 11
processes and is an important part of developing an eventual
plan of arrangement to exit creditor protection.

Since the initial filing on Jan. 21, 2008, the company received
the final order for its US$1 billion DIP financing from
the U.S. and Canadian courts.  The company has received several
extensions to the stay of proceedings, the most recent of which
is to Sept. 30, 2008 under CCAA in Canada and through to July
of 2009 under Chapter 11 in the U.S.  As stated in the Monitor's
report of July 14, 2008, the company had an unrestricted cash
balance of US$140 million at July 6, 2008 and continues to have
access to the Revolving Loan Facility of up to US$400M.

Quebecor World's results in the second quarter 2008 are based on
continuing operations.  In the second quarter, the company
generated consolidated revenues from continuing operations of
US$976 million compared to US$1.1 billion in 2007.  Operating
income before impairment of assets, restructuring, and other
charges (IAROC) in the second quarter was US$27.8 million
compared to operating income of US$48.0 million in the second
quarter of 2007.  Adjusted EBITDA was US$92.7 million in the
second quarter of 2008 compared to US$113.2 million in the
second quarter of 2007.  The lower adjusted EBITDA in 2008 is
due to decreased volumes and continued price pressures as well
as significant costs associated with the reorganization and
restructuring.  The sale of the European operations generated
cash proceeds of US$82 million of which US$75 million was
applied to partial repayment of the DIP loan and a loss on
disposal of US$653 million.

The company's adjusted EBITDA results in the second quarter and
year-to-date continue to be in line with management's
expectations and slightly ahead of projections for the DIP
financing.

"We have made important progress in the last six months to
preserve the long-term sustainable profitability of our company
while working through a process to ensure fair and equitable
consideration for all stakeholders.  The sale of our European
operations was one such step which will allow us to focus on our
core business in the Americas," said Jacques Mallette President
and CEO Quebecor World Inc.  "Since January we successfully
signed new agreements with many of our customers whose work was
due to be renewed despite a challenging economic environment and
the unfavorable perception created by our filing.  We have
restructured our U.S. operations towards a more customer-focused
approach and we continue to introduce new products to enhance
our full-service offerings to help our customers better reach or
serve their customers".

Since its filing for creditor protection Quebecor World has
renewed business with major publishers and retailers.  This
includes recently announced long-term agreements with Reader's
Digest, Local Insight Media, Dex Media and Canada Wide
Publishing.

A full-text copy of the Second Quarter Results is available for
free at http://ResearchArchives.com/t/s?30d3

                        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.

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


QUEBECOR WORLD: Judge Peck Approves Watson Wyatt Retention
----------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York ordered that in no event will
Quebecor World Inc. and its debtor-affiliates indemnify Watson
Wyatt & Company if the Debtors or a representative of their
estates assert a claim for, and a court determines by final
order that the claim arose out of, Watson Wyatt's bad-faith,
self-dealing, breach of fiduciary duty, gross negligence or
willful misconduct.

Judge Peck, however, approved the Debtors' application to retain
Watson Wyatt.

The Troubled Company Reporter said on Aug. 15, 2008, that the
Debtors sought the authority of the Court to employ Watson
Wyatt, nunc pro tunc to Aug. 1, 2008, to provide actuarial and
other consulting services for their pension and health and
welfare plans, and human resources consulting services.

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

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

                        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 June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000, total
liabilities of US$4,326,500,000, preferred shares of
US$62,000,000, and total shareholders' deficit of
US$976,400,000.

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


QUEBECOR WORLD: Panel May Retain Lowenstein as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of
Quebecor World Inc. and its debtor-affiliates 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.

As reported by the Troubled Company Reporter on Aug. 4, 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 will:

     (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 June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000, total
liabilities of US$4,326,500,000, preferred shares of
US$62,000,000, and total shareholders' deficit of
US$976,400,000.

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



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

HINDU CREDIT: Shareholders & Depositors Request for New Board
-------------------------------------------------------------
Hindu Credit Union (HCU) shareholders and depositors are calling
for the Commissioner of Cooperatives to appoint a new board of
directors to the HCU in order to resurrect the company, Trinidad
& Tobago's Newsday reports.

According to the report, Maha Sabha Secretary General Sat
Maharaj said he was in full agreement with Justice Nolan Bereaux
who ruled on Thursday that the injunction which prevented HCU
management from controlling HCU assets would stay.

Newsday relates Maharaj said he supported Bereaux?s ruling for
Ernst and Young to provide the Commissioner of Cooperatives with
the full audit report of the HCU.

Maharaj, Newsday says, also called for the report to be made
public, stating, ?We anxiously await the Ernst and Young report
as this issue is in the public domain now.  We the shareholders
need to see for ourselves if the things we have been hearing are
true.?

The report says Maharaj is hoping the Commissioner of
Cooperatives would recommend an interim board to oversee HCU
finances and return the Credit Union to prosperity.

Meanwhile, the report adds, Maharaj insisted he did not want any
liquidation of the credit union, arguing that many shareholders
may only get ten or 20 cents for each dollar they had invested
in the HCU.

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

                             *     *     *

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



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

CITGO PETROLEUM: Shuts Down Cocking Unit at West Plant
------------------------------------------------------
Notices filed with state pollution regulators state that Citgo
Petroleum Corp. has closed down a coking unit at its 156,000-
barrel-per-day West Plant in Corpus Christi, Texas.

According to the notices, Citgo Petroleum shut down the unit due
to a mechanical failure of a wet gas compressor.

Citgo Petroleum also restarted a gasoline-producing fluidic
catalytic cracking unit at its Corpus Christi refinery's East
Plant last week, a notice filed with the Texas Commission on
Environmental Quality says.  Reuters relates that the unit had
malfunctioned when electrical power to its controllers was lost
during a storm.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the
state-owned oil company of Venezuela.

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


NORTHWEST AIR: Resolves Northwestern Mutual's US$46.2MM Claim
-------------------------------------------------------------
Northwest Airlines Corp. leased a Boeing 747-451 model aircraft
(U.S. Registration No. N672US) pursuant to a leveraged lease
financing transaction prior to the bankruptcy filing.

Under the leveraged lease financing transaction, Northwest and
NWA Corp. entered into certain agreements, including:

    * a participation agreement dated July 26, 1999, among
      Northwest as lessee; NWA Corp. as guarantor; The
      Northwestern Mutual Life Insurance Company as owner
      participant; First Security Bank, National Association as
      owner trustee, and State Street Bank and Trust Company as
      pass through trustee, indenture trustee and subordination
      agent;

    * a tax indemnity agreement dated July 26, 1999, between
      Northwest as lessee and Northwestern Mutual as owner
      participant; and

    * a guarantee, also dated July 26, made by NWA Corp.

The Debtors, U.S. Bank National Association, as indenture
trustee and subordination agent, and U.S. Bank Trust National
Association, as pass through trustee entered into a
restructuring of financing for aircraft subject to Northwest
1999-1 EETC transaction, which was approved by the Court on
April 13, 2006.  Pursuant to the 1999-1 Restructuring Term Sheet
and the 1999-1 Approval Order, among other things, the lease for
the Aircraft was rejected by Northwest, and U.S. Bank conducted
a foreclosure sale with respect to the Aircraft.

On Aug. 10, 2006, Northwestern Mutual filed Claim No. 7489
against the Debtors, asserting a general unsecured claim for
US$46,218,923, in respect of the Aircraft and aircraft
agreements, including alleged damages it asserted was
compensable under the TIA and the Participation Agreement.

Northwestern Mutual also filed Claim No. 7488 asserting a
general unsecured claim for US$46,218,923, in respect of NWA
Corp.'s guarantee of the Debtors' obligations under the TIA and
the Participation Agreement.

The Debtors objected to Northwestern Mutual's Claims on the
grounds that they had no liability under the Agreements, and
that the Claim amounts were overstated.

                   Stipulation to Resolve Dispute

To resolve their dispute, the parties stipulate that in full and
final satisfaction of the Claims held by Northwestern Mutual
against the Debtors relating to the Aircraft:

    (a) the Claims are permanently fixed, stipulated, and allowed
        as general unsecured claims.  The Claim amounts, however,
        have been redacted from the Court documents;

    (b) Northwestern will receive a catch-up distribution in
        respect of the Allowed Claims not later than five
        business days after entry of a final non-appealable order
        approving the Stipulation; and

    (d) the Debtors' claims register will be amended to reflect
        the allowance of the Allowed Claims, which will be
        treated in accordance with the Debtors' Plan of
        Reorganization.

The Allowed Claim against the Debtors will be treated under the
Plan as a claim on account of a guaranty that has been
eliminated by the substantive consolidation under the Plan, and
Northwestern Mutual will receive its pro rata distributions of
new common stock for distribution to creditors with a guaranty
in respect of the Allowed Claims.

No party-in-interest will have the right to object to,
subordinate, reclassify, reduce, reconsider or challenge the
Allowed Claims.

                      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.  The Court formally
closed the Chapter 11 cases of Northwest's 12 affiliates on
June 25, 2008. The Northwest Airlines Corp. and Northwest
Airlines Inc. cases remain open.

(Northwest Airlines Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *     *     *

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

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


NORTHWEST AIR: Oil Price Drop Has Mixed Reviews From Analysts
-------------------------------------------------------------
The price of oil has dropped to US$115 per barrel in recent
days, but airline industry analysts are not yet optimistic,
Wayne Risher at Memphis Commercial Appeal, reports.

Despite outward signs that outlook for the airline industry in
general is improving, recent surge in stock prices merely show
how far the stocks have fallen, Mr. Risher states.

According to the report, Morgan Stanley analysts foresee profits
for Northwest Airlines Corp. in 2009 if oil stays at US$115 per
barrel, Mr. Risher discloses.  However, Mr. Risher adds,
analysts at The Boyd Group are skeptical about Mr. Greene's
statement, asserting that airlines are still "under water."  The
Boyd Group conceded though, that the airline industry is headed
towards profitability, the report states.

                Northwest Adds US$80 Fuel Surcharge

Northwest confirmed during the last week of July that it will
add on a surcharge for US$80 to its round-trip tickets starting
on January 10, 2009, The Associates Press reports.

According to the report, the US$80 add-on will affect 7,000 of
the carrier's city pairs.  Northwest will implement the
surcharge, to match surcharges imposed by other airlines in
those markets, AP says.

"The charge [is] needed to offset the high price of fuel,"
Northwest spokesperson Kristin Baur, told AP.

               Other Airlines Eye Twin Cities Route

Meanwhile, other airlines have been eyeing a Twin Cities route,
now that the Northwest-Delta merger is moving forward, the
Duluth News Tribune reports.

According to the paper, Northwest has been the dominant player
at Twin Cities.  However, since Delta started taking over
Northwest, the two airlines have combined their leases of 104
out of 107 gates at the Twin Cities Airport, the report says.

                      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.  The Court formally
closed the Chapter 11 cases of Northwest's 12 affiliates on
June 25, 2008. The Northwest Airlines Corp. and Northwest
Airlines Inc. cases remain open.

(Northwest Airlines Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *     *     *

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

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


NORTHWEST AIRLINES: Merger Violates Antitrust Act, Clients Say
--------------------------------------------------------------
Some 25 direct purchasers of airline tickets from Northwest
Airlines Corp. and Delta Air Lines Inc. filed a lawsuit in the
United States District Court for the Northern District of
California against the two airlines, asserting that a proposed
Northwest-Delta merger violates Section 7 of the Clayton
Antitrust Act.  The ticker purchasers are:

    (1) Rosemary D'Augusta
        347 Madrone Street,
        Millbrae, CA 94030;

    (2) Carolyn Fjord
        P.O. Box 73493,
        Davis, CA 95617;

    (3) Sharon Holmes
        P.O. Box 295,
        Searchlight, NY 89046;

    (4) Deborah M. and Steven J.
        Pulfer, 16264 E. Mason Rd.,
        Sidney, OR 45365;

    (5) John Lovell
        1910 Breton Rd. SE,
        Grand Rapids, M149506;

    (6) Gabe Garavanian
        40 Vinal Sq.,
        No. Chelmsford, MA 01863;

    (7) Jose M. Brito
        100 California Ave.,
        Reno, NV 89505;

    (8) Sondra K. Russell
        1206 N. Loop 340,
        Waco, TX 76705;

    (9) Annette M. Tippetts
        2783 East Canyon Crest Drive,
        Spanish Fork, UT 84660;

   (10) Sherry Lynne Stewart
        6189 Lehman Drive,
        Suite 103,
        Colorado Springs, CO 80918;

   (11) Robert A. Rosenthal
        5975 No. Academy Blvd.,
        Colorado Springs, CO 80918;

   (12) Lee B. and Lisa R. McCarthy
        35 Lancashire Place, Naples, FL 34104;

   (13) June Stansbury
        690 W. 2nd Street,
        Suite 100, Reno, NV 89503;

   (14) Keith Dean Bradt
        P.O. Box 3262,
        Reno, NV 89505;

   (15) Donald and Donna Fry
        6740 Northrim Lane,
        Colorado Springs, CO 80919;

   (16) Gary Talewsky
        738 Turnpike Street,
        Canton, MA 02021;

   (17) Diana Lynn Ultican
        9039 NE Juanita Dr.,
        # 102, Kirkland, WA 98034;

   (18) Patricia A. Meeuwsen
        1062 Wedgewood,
        Plainwell, MI 49080;

   (19) Robert D. Conway
        6160 W. Brooks Ave.,
        Las Vegas, NV 89108;

   (20) Michael C. Malaney
        2240 28 th St. SE,
        Grand Rapids, MI 49508;

   (21) Y. Jocelyn Gardner
        6602-A Delmonico Dr.,
        Colorado Springs, CO 80919;

   (22) Clyde D. Stensrud,
        1529 10th St. W., Kirkland, WA 98033;

   (23) Donna M. Johnson
        1864 Masters Drive,
        DeSoto, TX 75115;

   (24) Valarie Jolly
        2121 Dogwood Loop,
        Mabank, TX 75156;

   (25) Pamela S. Ward
        1322 Creekwood Drive,
        Garland, TX 75044.

Northwest and Delta signed an agreement on April 14, 2008, in
which the two carriers will combine in an all-stock transaction
with a combined enterprise value of US$17,700,00,000.  The new
airline will be called Delta.  The combined company will be the
largest airline in the world and its regional partners will
provide access to more than 390 destinations in 67 countries,
will have more than US$35,000,000 in aggregate revenues, operate
a mainline fleet of nearly 800 aircraft, and employ
approximately 75,000 people worldwide.

Section 7 of the Clayton Antitrust Act provides that one
business will not acquire another business when the effect of
the acquisition may be to substantially lessen competition or
tend to create a monopoly.

Northwest and Delta are substantial rivals and competitors in
the relevant market, Joseph M. Alioto, Esq., at Alioto Law Firm,
in San Francisco, California, noted.  The behavior of each is
therefore constrained by actual and potential competition from
the other throughout the entire relevant market, he said.

The market for the transportation of airline passengers in the
United States is in, and part of, interstate commerce, Mr.
Alioto stated.  Thus, any restraint of trade in the
transportation of airline passengers in the United States,
directly and substantially, restrains and affects interstate
commerce, he asserted.

According to Mr. Alioto, the Merged Airline would operate in a
more highly concentrated market.  A Four Firm Concentration
Ratio -- CR4 -- which measures the aggregated market share of
the largest four firms, would increase from 60.1% to 70.1%; and
Herfindahl-Hirschman Index -- HHI -- would increase from 1,240
to 1,509, or by over 250 points.  As a result, he said, the
probability of price-fixing and division of markets among the
airlines remaining after the merger would substantially
increase.

Mr. Brightwell also told the District Court that based on data
from the U.S. Department of Transportation, the Merged Airline
will account for nearly one fourth of all revenue passenger
miles flown by U.S. carriers.

The potential for increased price-fixing, division of markets,
and other anti-competitive acts, among the remaining airlines is
significant, because certain domestic passenger airlines,
including, Northwest and Delta, have in the past colluded to fix
prices with regard to airfares, surcharges, and cargo prices,
and to fix other terms and conditions of air transportation and
travel, Mr. Alioto explained.

He also warned that the Merged Airline will cause harm to
consumers, including the Plaintiffs, by charging higher
airfares, reducing the number of flights, eliminating air
service to smaller communities, charging for services otherwise
part of normal service, crowding more people into existing
airplanes, and other anti-competitive and anti-consumer welfare
practices.

Consumers, including the plaintiffs, will thus pay more for less
airline service than would be the case in the absence of
the Merged Airline, Mr. Alioto asserted.

Mr. Alioto maintained that the effect of the announced merger
may be substantially to lessen competition, or to tend to create
a monopoly, in the transportation of airline passengers in the
United States.  By virtue of the merger, the Plaintiffs
are threatened with loss or damage in the form of higher ticket
prices and diminished service, he points out.

Accordingly, the Plaintiffs sought preliminary and permanent
injunctive relief against the merger, and asked the Court to:

    -- declare, find, adjudge, and decree that the Merged Airline
       violates Section 7 of the Clayton Antitrust Act;

    -- preliminarily enjoin Northwest and Delta from consummating
       their merger during the pendency of the Civil Action; and

    (c) award to Plaintiffs their cost of suit, including a
        reasonable attorney's fee.

                Northwest and Delta Deny Allegations

Northwest and Delta deny most of the allegations of the
Plaintiffs, including their purported violation of the Clayton
Antitrust Act.  Northwest and Delta also says that the
Plaintiffs are not entitled to the relief they seek, because
their Complaint fails to state a claim against the airlines.

The Plaintiffs lack standing to bring or maintain the claims
raised in their Complaint because they are unlikely to sustain
any cognizable antitrust injury attributable to or proximately
caused by the airlines' conduct, Michael F. Tubach, Esq., at
O'Melveny & Myers LLP, in San Francisco, California, counsel for
Northwest, stated.

Northwest and Delta have not yet obtained adequate discovery
from the Plaintiffs, but reserve their individual rights to
assert any and all applicable defenses to the Plaintiffs'
claims.

The District Court will convene a hearing on the Complaint on
Nov. 10, 2008.

                         Parties Stipulate

Northwest, Delta and the Plaintiffs entered into a stipulation
to govern disclosure and discovery activities in relation to the
Complaint.  The salient terms of the Stipulation are:

    (1) Discovery material designated as "Confidential" will be
        treated as confidential.

    (2) For confidential information disclosed during deposition,
        transcripts containing Protected Material will be
        separately bound by the Court reporter and labeled
        "Confidential."

    (3) A party may use Protected Material produced by another
        party only for prosecuting, defending or attempting to
        settle the Complaint.

    (4) Unless otherwise allowed by the Court or permitted by a
        designating party in writing, a receiving party may only
        disclose any information designated as "Confidential" to
        immediate counsel of the parties involved, experts of the
        Receiving Party and the District Court and its personnel.

                           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.  The Court formally
closed the Chapter 11 cases of Northwest's 12 affiliates on June
25, 2008. The Northwest Airlines Corp. and Northwest Airlines
Inc. cases remain open.

(Northwest Airlines Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *     *     *

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

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


PETROLEOS DE VENEZUELA: Awards US$70MM Seismic Contract to SCAN
---------------------------------------------------------------
Petroleos de Venezuela SA, a.k.a. PDVSA, has awarded a
US$70 million seismic contract to SCAN Geophysical ASA for 3,300
square kilometers of 3D seismic work offshore Venezuela.

Preceded by earlier announced awards by PDVSA for seismic
services offshore Venezuela, this contract calls for additional
marine 3D seismic to be acquired in the Dragon Norte region.
This award will backlog SCAN's proposed vessel, the M/V SCAN
Resolution, into the third quarter of 2009.

SCAN Geophysical's Senior Vice President and Chief Operating
Officer Stephane Touche said, ?We are pleased that PDVSA has
shown confidence in SCAN Geophysical by awarding us this
contract, the largest to date for our company.  Keeping our 3D
vessel working in this region for a major company is consistent
with our overall strategy to maintain vessel presence in the
Americas and to work directly for operating entities.?

                       About SCAN Geophysical

SCAN Geophysical ASA -- http://www.osloaxess.no-- is an
international seismic data acquisition company specializing in
marine streamer seismic services.  The company is currently
operating three seismic survey vessels, one 2D and two 3D
streamer vessels, and will launch three new-built ultra modern
10-streamer 3D vessels during 2008/09.  Administration is
located in Oslo, with representative offices in Caracas, Houston
and Singapore.  SCAN Geophysical ASA is listed on Oslo Stock
Exchange's Oslo Axess under ticker code SCANG.

                   About Petroleos de Venezuela

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

                           *     *     *

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

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

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


PETROLEOS DE VENEZUELA: Will Open Sports Unit to Train Athletes
---------------------------------------------------------------
Petroleos de Venezuela S.A. will launch a sports office to train
athletes following a dull Olympic performance, expanding PDVSA
social efforts that already range from food sales to road
repairs, Reuters reports, citing President Hugo Chavez.

According to Reuters, PDVSA has become the financial machine of
Mr. Chavez's self-styled socialist revolution, financing and
carrying out a broad array of social programs.

Mr. Chavez has promoted Venezuela's Olympic delegation of more
than 100 athletes for months, but the nation bag only a single
bronze medal in the Beijing games, Reuters says.

Reuters relates critics say PDVSA is already overstretched with
social spending obligations and underinvesting in the oil
industry.

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

                           *     *     *

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

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

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



                             ***********

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

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

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

                             ***********


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

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

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

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

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

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


            * * * End of Transmission * * *