TCRLA_Public/081014.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Tuesday, October 14, 2008, Vol. 9, No. 204

                            Headlines

A R G E N T I N A

AGROPECUARIA VILLALONGA: Trustee Verifying Claims Until Nov. 17
CALARCA SA: Trustee Verifying Proofs of Claim Until November 27
PSA FINANCE: Moody's Assigns B2 Global Foreign Currency Rating
PETROQUIMICA DEL SUR: Claims Verification Deadline Is November 24

* ARGENTINA: Mulls Economic Measures Amid Global Fin'l Crisis


B A H A M A S

* BAHAMAS: Suffers Serious Blow From Credit Crunch, Ingraham Says


B E R M U D A

COSAN LTD: S&P Lowers Corporate Credit Rating to BB- After Review
PEACE MARK: Court to Hear Petition for Liquidation on Oct. 24
TK ALUMINUM: Court Will Hear Liquidation Petition on Oct. 24
XL CAPITAL: Eyes Up to US$22.5 Per Share 3rd Qtr. 2008 Book Value


B R A Z I L

AMERICAN AXLE: S&P Cuts Corp. Credit Rating to 'B'; Watch Negative
BANCO NACIONAL: Gets US$1 Billion Financing From IDB
BRACOL HOLDING: S&P Shifts Outlook to Negative as Profit Declines
COSAN SA: S&P Downgrades Bond Rating to BB- With Stable Outlook
DELPHI CORP: Might Regain Fraud Claim, Keeps Rights to Proceeds

DELPHI CORP: Asks Court to Approve Revisions to Chapter 11 Plan
FORD MOTOR: Analysts Worried Firm May Run Out of Cash
FORD MOTOR: CEO Mulally Says Bankruptcy Not an Option
FORD MOTOR: Lewis Booth Will Replace Don Leclair as CFO
FORD MOTOR: Mulls Sale of Stake in Mazda Motor, WSJ Report Says

FORD MOTOR: S&P Puts 'B-' Long-Term Rating on Negative CreditWatch


C A Y M A N  I S L A N D S

ARGENT NIM 2004-WN9: Proof of Claim Filing Is Until Oct. 16
AZIMUTH DIVERSIFIED: Filing of Claims Deadline Is Oct. 16
CARIBBEAN BASIN: Proof of Claim Filing Deadline Is Oct. 16
EATON VANCE CDO XI: Deadline for Claims Filing Is Oct. 16
FURSA OFFSHORE: Filing for Proof of Claim Is Until Oct. 15

HARTSHORNE CDO I: Proof of Claim Filing Is Until Oct. 15
HIGH RIDGE CLO 2007-I: Claims Filing Deadline Is Oct. 16
METACAPITAL FIXED: Filing of Claims Deadline Is Oct. 16
METACAPITAL FIXED INCOME: Claims Filing Is Until Oct. 16
METACAPITAL FIXED OFFSHORE: Filing of Claims Is Until Oct. 16

NABISCO EURO: Proof of Claim Filing Deadline Is Oct. 16
SCION ASIAN: Deadline for Filing of Claims Is October 15
SOUTH SHORE: Filing for Proof of Claim Is Until Oct. 16
THALES SPC: Deadline for Proof of Claim Filing Is Oct. 16
YUM! SERVICES: Proof of Claim Filing Deadline Is Oct. 16


C H I L E

AMERICAN INTERNATIONAL: Uses Additional US$9BB From Gov't Loan


C O L O M B I A

BANCOLOMBIA SA: Reports 60.3BB Unconsolidated Net Income in Sept.


C O S T A  R I C A

ANIXTER INT'L: Closes World Class Acquisition for US$62 Million


G U A T E M A L A

HUNTSMAN CORP: Hexion Gets US$540MM from Parent to Acquire Firm


J A M A I C A

AIR JAMAICA: Former Exec Returns as Chief Operating Officer Post

* JAMAICA: Government Debt Reaches J$1 Trillion


M E X I C O

ASARCO LLC: Grupo Mexico Unit Argues Regarding SCC Acquisition
CHRYSLER LLC: Denies Bankruptcy Speculation
CONTROLADORA COMERCIAL: S&P Drops Ratings to D on Failed Payments
CONTROLADORA COMERCIAL: Moody's Junks Ratings to Caa3/Negative
CONTROLADORA COMERCIAL: Liability Increases Cue Fitch's BB Ratings

EMPRESAS ICA: Discloses Financial Position; Reaffirms 2008 Outlook
LEAR CORPORATION: Reduces 2008 Sales Outlook by US$1,000,000,000
MOVIE GALLERY: Completes Debt to Equity Conversion
RINKER MATERIALS: Moody's Cuts Rating to Ba1; Remains on Review


P U E R T O  R I C O

CENTENNIAL COMM: Aug. 31 Balance Sheet Upside-Down by US$1.03 Mln
ORIENTAL FINANCIAL: Unit Unveils US$5 Million Exposure to Lehman


T R I N I D A D  &  T O B A G O

HINDU CREDIT: Insolvent; Commissioner Orders Liquidation


V E N E Z U E L A

GENERAL MOTORS: Analysts Worried Firm May Run Out of Cash
GENERAL MOTORS: Says Bankruptcy Not an Option
GENERAL MOTORS: Market Woes Cue S&P to Put 'B-' Rating on WatchNeg
PETROLEOS DE VENEZUELA: Biz Remains Strong, BCV Director Says

* VENEZUELA: Reports Int'l Reserves of US$39.3 Bil. as of Oct. 8
* VENEZUELA: Accuses McDonald's of Tax Irregularities

* Large Companies with Insolvent Balance Sheets


                         - - - - -


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

AGROPECUARIA VILLALONGA: Trustee Verifying Claims Until Nov. 17
---------------------------------------------------------------
The court-appointed trustee for Agropecuaria Villalonga S.R.L.'s
reorganization proceeding will be verifying creditors' proofs of
claim until November 17, 2008.

The trustee will present the validated claims in court as  
individual reports on February 3, 2009.  The National Commercial
Court of First Instance in Bahia Blanca, Buenos Aires, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by Agropecuaria Villalonga and its creditors.

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

A general report that contains an audit of Agropecuaria
Villalonga's accounting and banking records will be submitted in
court on March 17, 2009.

Creditors will vote to ratify the completed settlement plan  
during the assembly.


CALARCA SA: Trustee Verifying Proofs of Claim Until November 27
---------------------------------------------------------------
The court-appointed trustee for Calarca SA's reorganization
proceeding will be verifying creditors' proofs of claim until
November 27, 2008.

The trustee will present the validated claims in court as  
individual reports.  The National Commercial Court of First
Instance in Buenos Aires will determine if the verified claims are
admissible, taking into account the trustee's opinion, and the
objections and challenges that will be raised by Calarca SA and
its creditors.

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

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

Creditors will vote to ratify the completed settlement plan  
during the assembly on September 24, 2009.

The debtor can be reached at:

                     Calarca SA
                     Guamini 4689
                     Buenos Aires, Argentina


PSA FINANCE: Moody's Assigns B2 Global Foreign Currency Rating
--------------------------------------------------------------
Moody's Latin America assigned a B2 global foreign currency debt
rating to PSA Finance Argentina Compania Financiera S.A., which is
constrained by the B2 foreign currency bond ceiling for Argentina.

At the same time, Moody's Investors Service assigned a Aa3.ar
National Scale debt rating to PSA Finance's. senior debt program
in the amount of ARS300 million (Programa Global de Obligaciones
Negociables).  The program allows for multicurrency debt
issuances.  In addition, Argentina's national scale debt rating of
Aa2.ar was assigned to the expected first issuance of the program,
for up to ARS60 million, and which is due in 2010.

Moody's also assigned a Ba3 global local-currency rating to the
first takedown under the program.

The outlook on all ratings is stable.

These ratings were assigned to PSA Finance Argentina Compania
Financera S.A.:

   -- ARS300 million (or its equivalent in other currencies)
      senior debt program:

   -- B2 Global Foreign Currency Debt Rating, with stable outlook;
      and

   -- Aa3.ar Argentina National Scale Foreign Currency Debt
      Rating, with stable outlook

ARS60 million senior unsecured debt issuance:

   -- Ba3 Global Local Currency Debt Rating, with stable outlook;

   -- Aa2.ar Argentina National Scale Local Currency Debt Rating
      (First Takedown of the Program):, with stable outlook

PSA Finance Argentina Compania Financera S.A. is headquartered in
Buenos Aires, Argentina, and it had assets of ARS384.9 million and
total loans of ARS380.4 million, as of June 2008.


PETROQUIMICA DEL SUR: Claims Verification Deadline Is November 24
-----------------------------------------------------------------
The court-appointed trustee for Petroquimica del Sur S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until November 24, 2008.

The trustee will present the validated claims in court as  
individual reports on February 10, 2009.  A court in Argentina
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 Petroquimica del Sur and its creditors.

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

A general report that contains an audit of Petroquimica del Sur's
accounting and banking records will be submitted in court on
August 25, 2009.

The trustee is also in charge of administering Petroquimica del
Sur's assets under court supervision and will take part in their
disposal to the extent established by law.


* ARGENTINA: Mulls Economic Measures Amid Global Fin'l Crisis
-------------------------------------------------------------
Argentina's government is considering a host of measures to
contain the impact of global financial turmoil amid growing fears
of declining output and employment, Reuters reports citing
local media's government sources.

The report says President Cristina Fernandez wants a pact with
businessmen and unions to avoid layoffs, coupled with measures to
help underpin output, such as higher tariffs on imports, trade
barriers and a weaker currency.

She will also seek coordinated action by members of the Mercosur
trade bloc -- which groups Argentina, Brazil, Uruguay, Paraguay,
associate members Chile and Bolivia, as well as Venezuela, which
is in the process of joining -- and which could lead to a higher
external common tariff, the report relates.

According to Reuters, local bonds and the stock market have been
hard hit by uncertainty that has pummeled emerging markets and
spurred demand for safe-haven dollars.  Some firms in the
automotive and construction sectors have already cut hours for
some staff while a sharp drop in international commodity prices
will also likely hit the trade surplus of Argentina, a leading
global grains producer, the news agency added.  

                           *     *     *

The Troubled Company Reporter-Latin America reported on Aug. 13,
2008, that Standard & Poor's Ratings Services said that its
lowering of the sovereign ratings on the Republic of Argentina
will not immediately affect ratings on Argentine corporate
entities.  S&P lowered the global scale ratings on Argentina to
'B' from 'B+' and the national scale ratings to 'raAA-' from
'raAA'.  The outlook on the sovereign is stable, and the 'B'
short-term global scale rating remains unchanged.



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

* BAHAMAS: Suffers Serious Blow From Credit Crunch, Ingraham Says
-----------------------------------------------------------------
Prime Minister Hubert Ingraham, as cited by Caribbean World News,
told BBC Caribbean that Bahamas has suffered a serious blow from
the global financial crisis.  He added that a number of projects
have been affected including the development of a major Ritz
Carlton resort.

According to the news, the Ritz project has come to a standstill
following the demise of Lehman Brothers.

The credit crunch has impacted on government revenues and tourism
arrivals and has triggered unemployment, Caribbean World News
reports, citing Mr. Ingraham.



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

COSAN LTD: S&P Lowers Corporate Credit Rating to BB- After Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on sugar and ethanol producer Cosan Ltd. and its
Brazilian operating subsidiary, Cosan S.A. Industria e Comercio
(jointly referred to as Cosan), to 'BB-' from 'BB'.  At the same
time, S&P removed the ratings from CreditWatch, where they were
placed with negative implications on April 24, 2008.
     
S&P also lowered to 'BB-' from 'BB' the ratings on the bonds
issued by Cosan S.A. and its subsidiaries. The outlook is stable.
     
"The rating action and CreditWatch resolution followed our review
of Cosan's expected business and financial performance for the
current and next sugar cane crops and the acquisition of new
businesses," said S&P's credit analyst Reginaldo Takara.  "We
looked at these in the context of the global economic slowdown and
its effects on domestic economic activity and credit market
conditions."
     
Although the company should benefit from the effect of the recent
currency depreciation on its export revenues, S&P expects
profitability and cash flows to remain volatile.  With the
incremental leverage used to finance acquisitions and considering
the company's already sizable gross debt balances, credit measures
should remain somewhat depressed.
     
Cosan has already contracted standby credit lines to finance the
acquisition of the fuel distribution operations of ExxonMobil
International Holdings B.V. in Brazil (Esso Brasileira de Petroleo
Ltda.).  Although these assets are expected to add cash flows to
Cosan's sugar and ethanol operations, the acquisition also brings
some integration risks.
     
The ratings on Cosan Ltd. and Cosan S.A. reflect these companies'
significant debt, with total debt expected to increase further
after the completion of the Esso acquisition, and the inherent
risks associated with the commodity sugar and ethanol business.
Risks include highly volatile prices and margins, strong
seasonality of results and cash flow, large working capital swings
during the crop season, and high trade barriers and protection
measures in many of the largest sugar markets.
     
These risks are partially mitigated by Cosan's cost advantages in
the production of sugar and ethanol because of the favorable
climate in Brazil, scale gains, and efficient operations and
logistics; increasing business diversity as fuel distribution
operations join the company's portfolio; and strong liquidity,
reflected in high cash reserves and low debt maturities in the
medium term.

Headquartered in Bermuda, Cosan Limited is a holding company of
the Sao Paulo, Brazil-based sugar and ethanol giant, Cosan S.A.
Industria e Comercio.  The company operates in three segments:
sugar, ethanol, and other products and services.  It is the
result of a corporate restructuring implemented last year, which
consisted of its listing on the New York Stock Exchange (NYSE).


PEACE MARK: Court to Hear Petition for Liquidation on Oct. 24
-------------------------------------------------------------
The Supreme Court of Bermuda will be hearing the petition for
liquidation by Peace Mark (Holdings) Ltd. at 9:30 a.m., on the
October 24, 2008., as presented to the Court on Oct. 1, 2008.

Any creditor or representative thereof, may appear before the
court for the hearing of the petition to pay regulated charges.

The petition must be served in writing by the creditor, stating
the name and address of the person and the company and duly
signed by the petitioner or their attorneys not later than 4:00
p.m. (Bermuda time), on October 23, 2008.

Attorneys for Peace Mark can be reached at:

              Appleby
              c/o Cannon's Court, 22 Victoria Street
              Hamilton, Bermuda


TK ALUMINUM: Court Will Hear Liquidation Petition on Oct. 24
------------------------------------------------------------
TK Aluminum Ltd.'s petition for voluntary liquidation will be
heard before The Supreme Court of Bermuda at 9:30 a.m., on the
October 24, 2008, presented to the Court on Sept. 25, 2008.

Any creditor or representative thereof, may appear before the
court for the hearing of the petition to pay regulated charges.

The petition must be served in writing by the creditor, stating
the name and address of the person and the company and duly
signed by the petitioner or their attorneys not later than 4:00
p.m. (Bermuda time), on October 23, 2008.

Attorneys for TK Aluminum can be reached at:

              Appleby
              c/o Cannon's Court, 22 Victoria Street
              Hamilton, Bermuda


XL CAPITAL: Eyes Up to US$22.5 Per Share 3rd Qtr. 2008 Book Value
-----------------------------------------------------------------
XL Capital Ltd. provided the following preliminary metrics on its
expected third quarter 2008 results.  The results for the quarter
are currently being reviewed by the company's independent auditors
and accordingly the estimates below are subject to change.

  -- Book value, as of Sept. 30, 2008, is expected to be in the
     range of US$21 to US$22.5 per ordinary share on a fully
     diluted basis.  On that date, the company's total common
     share count was approximately 330.8 million.

  -- The company estimates that during the third quarter of 2008,
     the decline in value of its investment portfolio (comprised
     of changes in unrealized losses, other than temporary
     impairments and realized losses on securities sales) due to
     movements in market prices was in a range of US$1 billion to
     US$1.2 billion.

  -- XL's estimated book value per ordinary share as of Sept. 30,
     2008 (as estimated above) was also negatively impacted,
     although to a lesser extent, by the strengthening of the US  
     Dollar versus other leading currencies during the period.

XL also announced that it intends to hold a conference call to
discuss this announcement and the quarter's preliminary results at
8:30 a.m. Eastern Time on Oct. 14, 2008.

Chief Executive Officer, Michael S. McGavick commented:  "We are
determined to provide investors with the information they need to
assess the value of XL's shares.  I believe that the preliminary
estimates we have provided today will assist in these efforts.  
The next time that we expect to be able to provide further
meaningful financial information is early next week and I look
forward to doing so on our call on Tuesday."

The conference call on Oct. 14, 2008 can be accessed through a
listen-only dial-in number or through a live webcast.  To listen
to the conference call: Tel. Numbers: (877) 422-4657 or           
(706) 679-0474, Conference ID#: 67852140.

The webcast will be available at the company's website and will be
archived there from approximately 11:30 a.m.  Eastern Time on Oct.
14, 2008, through midnight Eastern Time on Nov. 14, 2008.

A telephone replay of the conference call will also be available
beginning at 11:30 a.m. Eastern Time on Oct. 14, 2008, until
midnight Eastern Time on Nov. 4, 2008, by dialing Tel. Numbers:
(800) 642-1687 or (706) 645-9291, Conference ID# 67852140.

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.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 8, 2008, A.M. Best Co. has assigned a debt rating of "bb+"
to XL Capital Ltd's US$500 million series C preference shares
issued in connection with the company's exercise of the put
option under its Mangrove Bay Pass Through Trust contingent
capital facility.  The rating is under review with negative
implications. Concurrently A.M. Best has withdrawn the debt
rating of "bb+" on Mangrove Bay's US$500 million 6.102% trust
preferred shares.



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

AMERICAN AXLE: S&P Cuts Corp. Credit Rating to 'B'; Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Axle & Manufacturing Holdings Inc., including the corporate credit
rating to 'B' from 'B+'.  At the same time, S&P placed the company
on CreditWatch with negative implications, reflecting the rapidly
weakening state of most global automotive markets, along with
capital market conditions that will remain a serious challenge for
the foreseeable future.

S&P placed General Motors Corp. on CreditWatch with negative
implications.  American Axle's revenue is heavily dependent on
sales of General Motor's SUVs and pickup trucks and demand in
these markets has weakened substantially.

"We believe American Axle currently has sufficient liquidity for
the near future as measured by cash balances and available bank
facilities," said Standard & Poor's credit analyst Lawrence
Orlowski, "but covenants under the company's currently unsecured
bank facility could become an issue in the coming quarters."

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


BANCO NACIONAL: Gets US$1 Billion Financing From IDB
----------------------------------------------------
The Inter-American Development Bank has approved a US$1 billion
loan to Banco Nacional de Desenvolvimento Economico e Social SA,
and the resources will be used to support the expansion of micro,
small and medium-sized companies in Brazil.  The announcement was
made on Friday, October 10, 2008, in Washington, during a meeting
between IDB president Luis Alberto Moreno and Luciano Coutinho,
president of the Brazilian Development Bank.

The sum is the third part of a US$3 billion Conditional Credit
Line for Investment Projects launched in 2005.  The two initial
loans resulted in 54,686 credit operations, with an average value
of US$65,997 each.  It is important to notice that 76,1% of all
operations favored micro and small businesses.  Presidents
Coutinho and Moreno signed a joint statement underlining the
program´s importance and expressing their will to sign the
contract as soon as the operation is approved by BNDES and the
Brazilian government, which should happen in the coming weeks.

BNDES and IDB have a history of successful partnership.  The two
institutions started working together in 1964 and have signed
contracts worth a total of US$5.2 billion.  IDB's support has been
an important source of funding in order to complement BNDES'
annual budget and is even more so in a time of market uncertainty.

Disbursements and Funding - BNDES loan disbursements in the 12-
months ended August 2008 amounted to BRL80,8 billion - its highest
disbursement level ever.  This record is consistent with Brazil's
economy strong performance in the period, the Federal Government’s
long-term growth strategy for the country and BNDES key role in
the long term financing for Brazilian companies.

For the next year, in spite of current market turbulences, BNDES
expects loan demand to remain strong: BNDES´s projected budget for
2009 is above BRL90 billion, which represents a strong growth over
the recent disbursements.  In order to attend this demand, its
main sources for the 2009 budget comprise mainly inflows from the
Bank's healthy loan portfolio, FAT and other government sources
that have already been negotiated.

As the main agent of the Federal Government's policies and
programs, such as PAC (Program of Accelerating Growth) and PDP
(Productive Development Policy), BNDES received funding for this
year budget from the Federal Government and may also receive, in
the next year, new funding to support additional disbursements.  
In 2008, for instance, BNDES contracted two new credit agreements
with the National Treasury that amounted to BRL27.5 billion, out
of which BNDES has already received BRL17.5 billion.

Loans of nearly BRL3 billion from multilaterals and international
agencies are currently being closed for 2009.  Other non-
governmental funding, such as bonds in local/external markets, may
be used as a complementary source, aiming at establishing BNDES as
a frequent issuer, with regular but still relatively limited
presence in external capital markets.  However, the amounts,
regions of placement and timing of potential bond deals will
depend on future market conditions.  As previously announced,
BNDES will not tap foreign capital markets before the end of 2008,
having already completed its plans for the year by accessing the
US dollar capital markets.  BNDES may also, if required, use short
term debt locally (term and interbank deposits) as “bridge
financing”.

It is important to stress that non-governmental sources have
historically played only a complementary role in BNDES´s budget.  
Outstanding debt from market sources, both local and
international, total BRL4.64 billion, which represent
approximately 2.4% of BNDES’s funding sources as of June 30, 2008.  
The maturity of these bonds ranges from 2010 to 2018.  Therefore,
the size of the actual increase in future BNDES´s disbursements
will be subject to the amounts raised mainly through institutional
and governmental sources.

Lastly, in the current volatile market conditions, it is important
to remark that BNDES has a comfortable liquidity position, as
disclosed in its Financial Statements for the six-month period
ended June 30, 2008, since:

   i) 71% of its total liabilities come from PIS-PASEP and FAT
      funds, two government-established funds;

  ii)14% of its total liabilities are related to National
     Treasury debts, its sole shareholder; and

iii) total liabilities with no amortization schedule (includes
      Constitutional FAT and Hybrid Debt with National Treasury)
      plus net equity correspond up to 53.3% of total assets.

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


BRACOL HOLDING: S&P Shifts Outlook to Negative as Profit Declines
-----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Brazil-based protein company Bracol Holding Ltda. (formerly Bertin
Ltda.) to negative from stable.  At the same time, S&P affirmed
its 'B+' corporate credit rating on the company and the 'B+'
ratings on Bracol's bonds due 2016.
     
"The outlook revision mirrors the challenging operating
environment for the beef sector in Brazil," said S&P's credit
analyst Reginaldo Takara.  "High cost pressures, margin
compression, and tight credit availability in bank and capital
markets have made it more difficult for companies in the sector to
implement their growth and financial strategies."
     
Market conditions for beef companies in Brazil have been rather
challenging because of high cattle costs and declining
profitability and cash flows in 2008.
     
Bracol benefits from strong liquidity from its high cash reserves,
but its short-term debt maturities, taken on a gross basis, are
sizable and may expose the company to more difficult or more
costly debt refinancing.  Higher domestic interest rates and the
decline in credit availability may also affect domestic demand,
resulting in weaker domestic prices, a risk that is only partially
offset by Bracol's increasing geographic and product diversity.
     
S&P acknowledges, however, that the recent strong depreciation of
the Brazilian currency will provide Bracol with incremental cash
flows.
     
The ratings on Bracol reflect the company's high financial
leverage, with some debt concentration in the short term;
aggressive growth strategy based on acquisitions; and exposure to
volatile and cyclical businesses.
     
These risks are partially offset by the company's strong
competitive position in the meat and leather businesses because of
its low-cost production structure; its vertically integrated
operations; increasing business diversity, with growing dairy
operations; and sound liquidity.

Headquartered in Sao Paulo, Brazil, Bracol Holding Ltda. (formerly
known as Bertin Ltda.) -- http://www.bertin.com.br/-- is one of  
the largest beef processing and leather exporting companies in
Latin America.  The company owns and operates other facilities to
produce cleaning products, personal protective equipment, dog
toys, cans and packaging materials using by-products of its
slaughterhouses.


COSAN SA: S&P Downgrades Bond Rating to BB- With Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on sugar and ethanol producer Cosan Ltd. and its
Brazilian operating subsidiary, Cosan S.A. Industria e Comercio
(jointly referred to as Cosan), to 'BB-' from 'BB'.  At the same
time, S&P removed the ratings from CreditWatch, where they were
placed with negative implications on April 24, 2008.
     
S&P also lowered to 'BB-' from 'BB' the ratings on the bonds
issued by Cosan S.A. and its subsidiaries. The outlook is stable.
     
"The rating action and CreditWatch resolution followed our review
of Cosan's expected business and financial performance for the
current and next sugar cane crops and the acquisition of new
businesses," said S&P's credit analyst Reginaldo Takara.  "We
looked at these in the context of the global economic slowdown and
its effects on domestic economic activity and credit market
conditions."
     
Although the company should benefit from the effect of the recent
currency depreciation on its export revenues, S&P expects
profitability and cash flows to remain volatile.  With the
incremental leverage used to finance acquisitions and considering
the company's already sizable gross debt balances, credit measures
should remain somewhat depressed.
     
Cosan has already contracted standby credit lines to finance the
acquisition of the fuel distribution operations of ExxonMobil
International Holdings B.V. in Brazil (Esso Brasileira de Petroleo
Ltda.).  Although these assets are expected to add cash flows to
Cosan's sugar and ethanol operations, the acquisition also brings
some integration risks.
     
The ratings on Cosan Ltd. and Cosan S.A. reflect these companies'
significant debt, with total debt expected to increase further
after the completion of the Esso acquisition, and the inherent
risks associated with the commodity sugar and ethanol business.
Risks include highly volatile prices and margins, strong
seasonality of results and cash flow, large working capital swings
during the crop season, and high trade barriers and protection
measures in many of the largest sugar markets.
     
These risks are partially mitigated by Cosan's cost advantages in
the production of sugar and ethanol because of the favorable
climate in Brazil, scale gains, and efficient operations and
logistics; increasing business diversity as fuel distribution
operations join the company's portfolio; and strong liquidity,
reflected in high cash reserves and low debt maturities in the
medium term.

Headquartered in Piracicaba, Brazil, Cosan S.A. Industria e
Comercio -- http://www.cosan.com.br/en/ir/-- produces sugar and
ethanol.  The company cultivates harvests and processes sugarcane,
the main raw material for sugar and ethanol manufacturing.  With
17 manufacturing units and two port terminals in the city of
Santos, Cosan says it is currently the largest individual group in
the world in terms of sugarcane byproducts manufacturing.  With
capacity to grind more than 40 million tonnes of sugarcane, the
group represents 12% of overall production in the mid-southern
region of the country.


DELPHI CORP: Might Regain Fraud Claim, Keeps Rights to Proceeds
---------------------------------------------------------------
Delphi Corp., in May 2008, sued Appaloosa Management, L.P., and
other parties in light of their refusal to comply with their prior
agreement to provide US$2,550,000,000 in equity exit financing to
Delphi.

On June 10, after denying Delphi's request for an expedited
trial, the Court approved an agreed-upon case management plan,
which included dates for non-binding mediation in August 2008 and
a deadline of March 31, 2009 for the case to be trial-ready.

Appaloosa's termination of their Equity Purchase and Commitment
Agreement stalled the consummation of Delphi's Plan of
Reorganization, which was confirmed by the Court January 25,
2008, and kept Delphi in Chapter 11.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which would allow Delphi to exit Chapter 11
regardless of the outcome of their lawsuit for specific
performance by the Plan Investors.  The Modified Plan does not
require equity exit financing from the Plan Investors, and only
contemplates a US$3.75 billion of funded emergence capital through
a combination of term bank debt and rights to purchase equity in
Reorganized Delphi.

In their Modified Plan, Delphi said that on August 5 and 6, 2008,
the parties to the lawsuit participated in confidential, non-
binding mediation with Eric D. Green, a mediator with Resolutions
LLC who had been jointly selected by the parties pursuant to the
case management order governing the litigation.

The Debtors added that they intend to retain this asset of the
estate and the proceeds of any settlement or judgment will be
retained by the Debtors.

The defendants to Delphi's US$2.55-billion lawsuit are:

     - Appaloosa Management L.P.;
     - A-D Acquisition Holdings, LLC;    
     - Harbinger Del-Auto Investment Company, Ltd.;
     - Pardus DPH Holding LLC;
     - Merrill Lynch, Pierce, Fenner & Smith Incorporated;
     - Goldman Sachs & Co.;
     - Harbinger Capital Partners Master Fund I, Ltd.;
     - Pardus Special Opportunities Master Fund L.P.; and
     - UBS Securities LLC.

Delphi still insists that Appaloosa wrongfully terminated the
Investment Agreement and disputes the allegations that it  
breached the EPCA or failed to satisfy any condition to the
Investors' obligations thereunder as asserted by Appaloosa in its
April 4 letter.  It notes that on July 28:

  -- as to Appaloosa and ADAH, while the Court has dismissed one
     part of Delphi's claim for fraud, the Court sustained the
     claim for fraud, as well as the claims for breach of
     contract (including for specific performance, for damages
     in excess of the cap, and veil piercing) and for equitable
     subordination.

  -- As to Merrill Lynch, Goldman Sachs and UBS, the motions
     were granted to the extent of dismissing (i) that part of
     the breach of contract claim under the EPCA to the extent
     it seeks monetary damages in excess of the cap on liability
     in section 11(b) of the EPCA applicable to each such
     defendant, and (ii) the claim for equitable subordination
     and disallowance.  The Court thus sustained the breach-of-
     contract claim under the Investment Agreement, and left
     open the possibility that these defendants could be subject
     to a decree of specific performance.

  -- As to Harbinger and Pardus (and their affiliates, Harbinger
     Del-Auto and Pardus DPH), the Court dismissed that part of
     (i) the claim for breach of contract under the EPCA  to the
     extent it seeks monetary damages from Harbinger Del-Auto or
     Pardus DPH in excess of the cap on aggregate liability in
     section 11(b)  applicable to those defendants, (ii) the
     claim for breach of contract under the Commitment Letter      
     Agreements to the extent it seeks relief from Harbinger or
     Pardus other than monetary damages up to the amount of the
     cap on aggregate liability applicable to each such
     defendant as set forth in its respective Commitment Letter
     Agreement, and (iii) the claim for equitable subordination
     and disallowance.  Because Harbinger Del-Auto and Pardus
     DPH are shell companies, and because the Court ruled that
     Harbinger and Pardus are subject to monetary damages only
     under the Commitment Letters (and only up to the caps), the
     Court effectively foreclosed the possibility of specific
     performance as to these defendants in the full amounts of
     their original commitments.

The Plan Investors committed to these amounts under the EPCA:

                                        Commitment Amount
                                        -----------------
    A-D Acquisition Holdings             US$1,076,394,180
    Harbinger Del-Auto                        397,225,891
    Pardus DPH Holding                        342,655,959
    Merrill Lynch                             166,866,749
    Goldman Sachs                             166,866,749
    UBS                                       166,866,749

The EPCA had provided that Delphi would be required to pay the
Plan Investors US$83 million plus certain transaction expenses if
(a) the EPCA was terminated as a result of the company's agreeing
to pursue an alternative investment transaction with a third
party or (b) either the company's Board of Directors withdrew its
recommendation of the transaction or the Company willfully
breached the EPCA, and within the next 24 months thereafter, the
company then agreed to an alternative investment transaction.  

According to Reuters, Judge Drain said at a hearing on Oct. 8
that that he will reconsider Delphi's fraud claim against
Appaloosa that  he had earlier dismissed.  "It seems to me that I
was unclear in what aspects of the allegations needed to be dealt
with," Judge Drain said.  "I may well have been wrong."

Forbes reports that yesterday, lawyers for Appaloosa sought the
right to improve its position in the lawsuit, but in doing so the
hedge fund may have opened the door to wider charges.  "I have
real doubts whether I should have dismissed the fraud claims,
other than the claim of misrepresentation," Judge Drain said.

                      About Delphi Corp.

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

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue 147; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Asks Court to Approve Revisions to Chapter 11 Plan
---------------------------------------------------------------
Delphi Corporation and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
modifications to their Court-confirmed Joint Chapter 11 Plan of
Reorganization.

Delphi believes that the modifications to their Plan will allow
them to emerge from Chapter 11 and provide meaningful stakeholder
recoveries, despite the "very challenging macroeconomic climate"
and Appaloosa Management, L.P., and other parties' termination of
their agreement to provide US$2,550,000,000 in exit equity
financing.

John Wm. Butler, Jr, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Modified Plan
provides for these terms:

  _____________________________________________________________
            |  Confirmed Plan   |     Modified Plan
  __________|___________________|______________________________
  Plan      | Plan Investors'   | No Plan investors
  Investor  | commitment        |
            | to invest up to   |
            | US$2.55 billion     |
  -------------------------------------------------------------
  Rights    | US$1.75 billion     | US$1.0 billion discount
  Offering  | rights offering   | rights offering      
  -------------------------------------------------------------
  Net       | US$4.7 billion      | US$2.75 billion
  Funded    |                   |
  Debt      |                   |
  -------------------------------------------------------------
  Revolver  | US$1.4 billion      | Up to US$1.2 billion
  -------------------------------------------------------------
  Total     | Agreed Plan       |
  Enterprise| value of US$12.8    | US$7.2 billion
  Value     | of US$12.8 bill.    |
  -------------------------------------------------------------
  Section   | US$1.5 billion      | The 414(l) transfer was
  414(l)    |                   | approved as part of the
  Transfer  |                   | Amended GSA, which became
            |                   | effective on Sept. 29, 2008
            |                   | and is no longer a  term of
            |                   | the Modified Plan. The
            |                   | transfer of approximately  
            |                   | US$2.2 billion in net unfunded
            |                   | liabilities was effective on
            |                   | Sept. 29, 2008; the transfer
            |                   | of approx. US$1 billion of
            |                   | additional net unfunded
            |                   | liabilities is to occur upon
            |                   | consummation of the Modified
            |                   | Plan.
  -------------------------------------------------------------
  GM        | US$4.073 billion    | Approximately US$2.095 billion
            | consisting of:    | consisting of:
            |                   |  
            | *US$1.073-bill. in  | *an allowed admin. claim
            | junior preferred  | of US$2.055 billion, which
            | securities        | will be satisfied with non-
            |                   | voting convertible preferred  
            | *US$1.5 bill. of    | stock (subject to certain
            | which at least    | provisions under which value
            | US$750 million will | may be allocated to      
            | be in Cash and    | unsubordinated gen. unsecured  
            | the remainder will| creditors)
            | be in second lien |
            | note w/ market    | *An allowed general unsecured
            | terms             | claim in the amount of    
            |                   | US$2.5 billion, which will be
            | *1.5 billion (in  | subordinated to the claims of
            | connection with   | other unsecured creditors
            | the effectuation  | until such creditors achieve
            | of the 414(l)     | a 20% recovery
            | assumption        |
  -------------------------------------------------------------
  Unsecured | Par plus accrued  | *Approximately 38.8% recovery
  Creditors | recovery at plan  | for allowed general unsecured
            | value of US$12.8-bil| claimholders
            | consisting of:    | (excluding TOPrS Claims):
            |                   |  
            | *78.6% in new     | *approx. 20% recovery in
            | common stock at   | the form of new common stock
            | plan equity value | at plan equity value
            |                   |
            | *21.4% through    | *18.8% through pro rata
            | pro rata          | participation in Discount
            | participation in  | Rights Offering at a 40%  
            | discount rights   | discount from plan equity
            | offering at a     | value
            | 35.6% discount    |
            | from plan equity  | *TOPrS Claims included in
            | value             | General Unsecured class
            |                   | with Senior Notes, trade
            | *TOPrS Claims     | claims, and SERP claims,
            | included in       | however, distributions on
            | General           | account of TOPrS Claims will
            | Unsecured class   | be reallocated and  
            | with Senior Notes | redistributed due to the
            | trade claims, and | contractual subordination
            | SERP claims       | provision of the indenture
            |                   | governing the TOPrS Claims    
  -------------------------------------------------------------
  Post      | Postpet. interest | No Postpetition Interest
  Petition  | be paid on certain|  
  Interest  | General Unsecured |
            | Claims            |
  -------------------------------------------------------------
  Equity    | Direct grant of   | Opportunity to participate in
            | new common stock  | Post-Emergence Rights
            | of US$28 million and| Offering through which new
            | Warrants valued at| common stock will be offered
            | US$321-mil. in the  | at a discount (valued at
            | aggregate, plus   | approximately US$100 million),
            | the opportunity   | the proceeds of which will be
            | to participate in | used to redeem up to 25% of
            | a Par Value       | the preferred stock
            | Rights Offering   | issued to GM              
  -------------------------------------------------------------

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

  http://bankrupt.com/misc/delphi_1stamended_reorg_plan.pdf

The Debtors have also modified their Court-approved Disclosure
Statement in light of the changes to the Plan.  A full-text copy
of the Disclosure Statement is available for free at:

The Court will convene a hearing regarding the Modifications and
other proposals by the Debtors on October 23, 2008 at 10:00 a.m.  
Objections are due October 16, 2008 at 4:00 p.m.

Based on the proposed time-line by the Debtors, the Court will
consider approval of the Modified Plan on Dec. 17, 2008.  
Objections to the Modified Plan are due Dec. 12.
                                           
                      Significant Progress
                   in 2006 Transformation Plan

Mr. Butler recounts that on March 31, 2006, Delphi announced its
five-point Transformation Plan.  According to him, Delphi has
made significant progress in achieving the objectives of its
Transformation Plan and is now poised to emerge from chapter 11:

1. Labor: Modify the Company's labor agreements to create a
    competitive arena in which to conduct business

      Delphi has been able to significantly lower its hourly
      labor costs by entering into modified collective
      bargaining agreements with each of its Unions in 2007.  
      These agreements have already become effective both prior
      to and as a result of the consummation of amended Global
      Services Agreement and the Master Restructuring Agreement,
      between Delphi and General Motors Corp., and
      Implementation Agreements with the six North American
      unions have become effective.

2. GM: Conclude negotiations with GM to finalize GM's financial
    support for certain of the Debtors' legacy and labor costs
    and ascertain GM's business commitment to the company

      Delphi has entered into comprehensive settlement and
      restructuring agreements with GM and the provisions of
      these agreements became effective on September 29, 2008.  
      Under the Amended GSA and Amended MRA, GM agreed to
      contribute additional value to the Debtors with fewer
      termination rights and conditionality provisions.  The net
      contributions provided to the Debtors from GM under the
      Amended GSA and Amended MRA increased from US$6.0 billion
      under the Settlement Agreement and Restructuring Agreement
      to approximately US$10.6 billion under the Amended GSA and
      Amended MRA.

3. Product Portfolio and Manufacturing Footprint: Streamline
    the company's product portfolio to capitalize on world-
    class technology and market strengths and make the necessary
    manufacturing alignment with its new focus

      Delphi has also been successful in streamlining its
      product portfolio, aligning its manufacturing capabilities
      to focus on its market strengths, and developing "Safe,
      Green, & Connected" products.

      The Debtors have sold or wound down non-core product lines
      and manufacturing sites identified in March 2006 and are
      continuing their efforts to sell certain other non-core
      product lines.  For example, during the first six months
      of 2008 alone, Delphi obtained Court approval of bidding
      procedures and sales agreements for the steering and
      halfshaft product line and closed on the sales of the
      interiors and closures product line, the North American
      brake components machining and assembly assets, and the
      global bearings business.  Additionally, under an order
      providing Delphi with authority to sell certain assets
      that do not exceed US$10 million without further Court
      approval, Delphi entered into an agreement to sell its
      power products business.

4. Cost Structure: Transform the company's salaried workforce
    and reduce general and administrative expenses to ensure
    that the Company's organizational and cost structure is
    competitive and aligned with its product portfolio and
    manufacturing footprint

      Delphi has implemented and is continuing to implement
      restructuring initiatives in furtherance of the
      transformation of its salaried workforce to reduce
      selling, general and administrative expenses to support
      its realigned portfolio.  These initiatives include
      financial services, information technology and certain
      sales administration outsourcing activities, reduction of
      its global salaried workforce by taking advantage of
      attrition and using salaried separation plans, and
      realignment of certain salaried benefit programs to bring
      them in line with more competitive industry levels.  
      Although there is an investment required to implement        
      these initiatives, Delphi expects to realize substantial
      savings in 2009 and beyond.

5. Pension: Devise a workable solution to the Company's
    pension funding situation.

      Delphi has substantially achieved its pension funding
      strategy objectives for hourly employees through the
      transaction under the Internal Revenue Code of 1986,
      Section 414(l), and Section 208 of the Employee Retirement
      Income Security Act of 1974, as amended, 29 U.S.C.
      Sections 1001-1461.  With respect to its salaried
      employees, Delphi froze the salaried pension plan and
      implemented replacement plans that will be more cost-
      effective for the remainder of their chapter 11 cases and
      after emergence from chapter 11.

Mr. Butler relates that the differences between the business
operation of Delphi from the time of its chapter 11 filing in
2005, its present state of transformation in mid-2008, and its
expected 2009 state on a post-emergence basis, are striking:

                         Pre-         Current         Post-
                    Transformation    Progress    Transformation
                    --------------    --------    --------------
Year                    2005       June YTD 2008  2009 RPOR 8/08
Product Line
Businesses             27              21              16
U.S. Plants             372              14               8
U.S. Hourly
Cost / Hour        US$73 / hour   > US$40 / hour   ~ US$27 / hour
Manufacturing %
of Revenue            30%              25%             19%
U.S. Hourly
Employment           32,869          10,665          < 5,000

U.S. Salaried
Employment           14,542          10,243          < 7,700
SG&A Expense        US$1.64 B         US$0.70 B          US$1.07 B
Number of Suppliers   > 5,000         ~ 3,200          ~ 2,700
Capital Investment   US$1.1 B          US$0.7 B          US$0.5 B
GMNA % of Revenue        40%            22%              18%
Non-GM % of Revenue      52%            67%              74%
Non-N.A. % of Revenue    32%            56%              61%

                    Reaffirmed Business Plan

When the closing on the Confirmed Plan was suspended on April 4,
2008, as part of Delphi's consideration of potential
modifications to its Confirmed Plan to enable it to emerge from
chapter 11 as soon as practicable, Delphi undertook a
reaffirmation process with respect to the business plan to the
December 2007 Disclosure Statement.  That reaffirmation process
involved review and reaffirmation of the budget business plan.

According to Mr. Butler, the Debtors were able to substantially
accomplish two of their transformation goals of finalizing GM's
support for Delphi's business and finding a workable solution to
pension related issues. The implementation of the Amended MRA,
along with the completion of the first step of the 414(l)
Transfer, has allowed Delphi to move forward with a reaffirmed
business plan for 2008-2011.  The reaffirmed POR business plan
for 2008-2011 is attached to the Modified Disclosure Statement as
Appendix C and is hereinafter referred to as the "RPOR."

Among other changes, the RPOR includes revised actual and
expected volumes for the North American automotive market,
significant increases in commodities costs that are used as raw
materials in certain of Delphi's products, and changes in the
underfunded status of its pension plans as a result of negative
plan asset returns.  The RPOR also reflects actual financial
results for the first half of 2008, updated foreign exchange
rates over the RPOR period, and other specific operational
adjustments with respect to particular customer program volumes
and timing, including the modifications embodied in the Amended
GSA and Amended MRA.

The RPOR projects 2008 EBITDARP at approximately US$0.58 billion
improving to US$1.74 billion in 2009.  The main contributors of
this improvement are: (a) the reduction of traditional hourly
U.S. OPEB expense (substantially all of which has been assumed by
GM), (b) GM labor subsidy and keep site facilitation support, (c)
structural cost improvements in the areas of manufacturing,
engineering and SG&A, and (d) increased profit related to new
business wins outside of GM North America.  Material cost
improvements are also anticipated in the RPOR, partially offset
by anticipated year-over-year customer price reductions.

Cash flow from operating activities is projected to increase from
an inflow of US$0.5 billion in 2008 to an inflow of US$1.3 billion
in 2011.  Significant sources and uses of cash from operations
include:

   -- EBITDARPO improves from US$1.0 billion in 2008 to US$2.2
      billion in 2011;

   -- Global restructuring cash outflows of approximately
      US$0.3 billion, US$0.5 billion, US$0.2 billion and US$0.2
      billion in 2008, 2009, 2010, and 2011 respectively;

   -- Projected net working capital monetization proceeds
      associated with the exit from certain Non-Continuing
      Businesses; and,

   -- Net Payments from GM of US$1.7 billion in 2008 resulting
      from the implementation of the Amended MRA and Amended GSA
      (including US$1.0 billion referred to above in global
      restructuring cash).

Improved operating cash flows are generally the result of the
implementation of the Debtors' Transformation Plan, including
product portfolio rationalization and migration, SG&A cost
reduction initiatives, reduction in personnel costs as a result
of negotiations with labor groups, the freezing of U.S. legacy
defined benefit pension plans, and agreement with GM regarding
future business commitments and financial support for certain
legacy costs, including hourly OPEB.

                Valuation of Reorganized Delphi

Since the confirmation of the Plan on January 25, 2008, and the
Debtors' delayed emergence from chapter 11 due to the Appaloosa,
et al.'s breach of the Investment Agreement, Rothschild, Inc.,
has undertaken an updated valuation of the Reorganized Debtors as
a going concern.  Based on many factors, including the RPOR
projections and macroeconomic factors affecting the auto industry
as a whole such as the current capital market conditions,
weakened automotive outlook, and declining public trading
multiples, the estimated total enterprise value of Reorganized
Delphi ranges from US$6.3 billion to US$8.0 billion, with a
midpoint of approximately US$7.2 billion.  The Debtors believe
that the recoveries provided by the Modified Plan will be at least
as much as those realized through any other scenario or other
feasible alternative available to the Debtors.

                       US$3.75 Billion in
                 Exit Loans and Rights Offering

Delphi anticipates raising approximately US$3,750,000,000 of
funded emergence capital through a combination of term bank debt
and rights to purchase equity in Reorganized Delphi.  Delphi
expects to raise at least US$2,750,000,000 in funded first and
second lien debt plus an unfunded asset-backed revolving credit
facility of up to US$1,200,000,000.  Delphi anticipates raising
the remaining funded emergence capital through a combination of a
Discount Rights Offering with a backstop and a direct subscription
for New Common Stock in Reorganized Delphi.

The Debtors expect the principal sources of emergence capital to
be their existing creditors and stakeholders.  

For GM to achieve the US$2,055,000,000 recovery required under the
Amended GSA, and for the holders of unsubordinated General
Unsecured Claims to receive at least 20% in direct recoveries in
the form of New Common Stock, Delphi will be required to achieve
its projected US$3.75 billion in funded emergence capital,
including completing the Discount Rights Offering at a discount
not to exceed 40% on a fully diluted basis of Plan Equity Value.  
In the event that these metrics are not achieved, the Debtors
would be required to procure GM's consent pursuant to the Amended
GSA with respect to any modified recovery and the minimum
recovery to holders of unsubordinated General Unsecured Claims
would be proportionally reduced.

The Second Amended and Restated Credit Agreement, (which consists
of a US$1.1 billion Tranche A DIP Revolver, a US$500 million
Tranche B DIP Term Loan and a US$2.754 billion Tranche C DIP Term
Loan) currently matures on December 31, 2008.  The Debtors
anticipate seeking an extension of the December 31, 2008 maturity
date.

             Delphi's Exclusive Right to File Plan

Section 14.3 of the Confirmed Plan, to which no party objected
and which was approved by a substantial majority of creditors who
voted on the Confirmed Plan, remains in effect and provides that
only the Debtors may seek modifications of the Confirmed Plan
pursuant to section 1127(b) of the Bankruptcy Code, Mr. Butler
relates.

The Debtors' exclusive right to file a plan, solely as between
the Debtors and the Statutory Committees, has been
extended through and including October 31, 2008 and the right to
solicit a plan, solely as between the Debtors and the Statutory
Committees, through and including December 31, 2008.  The Debtors
are seeking further extensions of the Exclusive Periods to
March 31, 2009 and January 31, 2009, respectively.  Neither of
the Statutory Committees objects to the extension, Mr. Butler
tells the Court.

Because the Debtors have the exclusive right to propose
modifications to the Confirmed Plan or file and solicit a new
plan, the Debtors have taken into consideration all of the
factors, including the additional Transformation Plan-related
accomplishments, the RPOR, and the Reorganized Debtors' projected
capital structure, and are proposing the modifications to the
Confirmed Plan for approval by the Court.

Mr. Butler relates that since the Court approved the Confirmed
Plan, a number of events have occurred as Delphi has continued to
transform its business despite a profound economic downturn in
the automotive industry and turbulent capital markets.  As a
result of these exceptional efforts, the Debtors are now able to
propose a Modified Plan that the Debtors believe should allow
them to successfully emerge from Chapter 11.

               Add'l Provisions in Modified Plan

1. Search Committee

  A four-member Search Committee will be appointed consisting of
  a current member of the board of directors of Delphi, two
  representatives of the Creditors' Committee, consisting of the
  Chairman of the Creditors' Committee and one other member of
  the Creditors Committee, and one representative of the Equity
  Committee.  The Search Committee will appoint nine members of
  the board of directors of Reorganized Delphi, one of whom will
  be the CEO, at least two of whom will be current independent
  directors of Delphi's board, and one of whom will be the lead
  independent director and non-executive chairman.  Each member
  of the Search Committee will be entitled to require the Search
  Committee to interview any person to serve as a director
  unless the proposed candidate is rejected by the majority of
  the members of the Search Committee.  Each director so
  selected will be appointed to the initial board of directors
  of Reorganized Delphi unless at least a majority of the Search
  Committee objects to the appointment of the individual.    

2. SERP Claims

  All persons holding or wishing to assert Claims solely on the
  basis of pension or other post-employment benefits arising out  
  of the Supplemental Executive Retirement Plan, and whose SERP
  Claims vest prior to the Effective Date, must file with the
  Bankruptcy Court and serve upon the Debtors a separate,
  completed and executed proof of claim no later than 30 days
  after the Effective Date provided, that to the extent that a
  SERP claim has already been Scheduled as non disputed and non-
  contingent, and in a liquidated amount.

  In accordance with the Order Authorizing Modification of
  Benefits Under Hourly and Salaried Pension Programs and
  Modifications of Applicable Union Agreements in Connection
  Therewith, entered on September 23, 2008, on the Effective
  Date, the Amended SERP and Amended Salaried Retirement
  Equalization Savings Program  will be vested and payable in
  accordance with the terms of the order and the related non-
  qualified pension plans.

3. The GM Settlement

  In the event there are any conflicts between the terms and
  provisions of the Plan, Confirmation Order, or modification
  Approval Order, and as each may be amended , and the terms and
  provisions of the Delphi-General Motors Corp. Global
  Settlement Agreement and Delphi-GM Master Restructuring
  Agreement, the terms of the Delphi-GM Global Settlement
  Agreement and Delphi-GM Master Restructuring Agreement will
  govern.

4. The GM Administrative Claim Reserve

  On the Effective Date, if all conditions for the receipt by GM
  of the new Preferred Stock described in Section 4.04(c) of the
  Delphi-GM Global Settlement Agreement are satisfied, GM has
  consented to the receipt of New Preferred Stock with a stated
  value of less than US$2,055,000,000, and the aggregate value,
  based on Plan Equity value, of the General Unsecured
  Claimholder shares is less than 20% of the aggregate amount of
  the Face Amount of General Unsecured Claims, then the
  Reorganized Debtors will withhold in the GM Administrative
  Claim Reserve an amount of New Preferred Stock, based on Plan
  Equity Value.

  A full-text copy of the Delphi-GM Global Services Agreement
  and Delphi-GM Master Restructuring Agreement is available for
  free at
  http://bankrupt.com/misc/delphi_gm_amended_gsa_mra.pdf

5. Material Supply Agreements

  The provisions of each Material Supply Agreement to be assumed
  under this Plan which are or may be in default will be
  satisfied solely by Cure.  For the avoidance of any doubt, any
  monetary amounts by which each Material Supply Agreement to be    
  assumed pursuant to this plan is in default will be satisfied
  by Cure as required by Section 365(b)(1) of the Bankruptcy
  Code and will be paid to the non-Debtor counterparty to the
  Material Supply Agreement.

  If the Cure Proposal was timely filed and not disputed, the    
  Debtors will pay the Cure proposal, if any, to the
  counterparty as soon as reasonably practicable following the
  Effective Date.

6. Summary of Claims Under Modified Plan

                                     Estimated
                                       Amount
   Class Type                         of Claims    Recovery
   ----- ----                         ---------    --------
    N/A  DIP Claims                 US$3,714 bill.      100%

    N/A  Admin Claims
         (other than GM Claims)     US$17-18 mill.      100%

    N/A  GM. Admin. Claim                 --       US$2.055 bill.
                                                      Claim
                                                 (settlement)

    A.  Secured Claims              US$7.5 mill.-       100%
                                      US$8.5 mill.

    B.  Flow-Through Claims               --       Unimpaired

    C.  Gen. Unsecured Claims       US$3.4 bill.-        38%
                                     3.45 bill.      

    D.  GM Unsecured Claim                --         US$2.5 bill.
                                                      Claim
                                                  (settlement)

    E.  Sec. 510(b) Note Claims           --      US$179 mill.
                                                      Claim
                                                  (settlement)
     
    F.  Intercompany Claims               N/A          N/A

    G.  All Existing Stock                N/A       US$108 mill.
        Sec. 510(b) Equity Claims

    H.  Sec. 510(b) ERISA Claims          N/A      US$24.5 mill.
                                                     Claim
                                                  (settlement)

    I.  Other Interests in Delphi         N/A            0%
     
    J.  Interests in Affiliate Debtors    N/A          N/A

7. Disclosure on Fees

  The fees approved by the Court through September 30, 2007 for
  the Debtors', Creditors Committee's, and Equity Committee's
  professionals, and estimated fees and expenses for the seventh
  interim fee application period (October 1, 2007 through
  January 25, 2008) are as follows:

        Period                    Fees           Expenses
        ------                    ----           --------
   10/8/2005 -- 1/31/2006      US$40,116,406     US$2,295,873
    2/1/2006 -- 5/31/2006      US$56,680,150     US$4,081,250
    6/1/2006 -- 9/30/2006      US$49,362,582     US$4,307,390
   10/1/2006 -- 1/31/2007      US$49,295,947     US$3,358,907
    2/1/2007 -- 5/31/2007      US$62,762,634     US$4,479,310
    6/1/2007 -- 9/30/2007      US$45,342,099     US$3,302,078
   10/1/2007 -- 1/25/2008      US$52,605,998     US$4,021,795

                         *     *     *

Prior to Delphi's filing of its amended plan on Oct. 3, Robert S.
Miller, Delphi's executive chairman, told the Detroit Free Press
that the company needs US$3,500,000,000 to US$4,000,000,000 to
emerge from bankruptcy protection.  The Free Press notes that the
capital requirement is significantly less than the US$6.1 billion
Delphi had sought earlier this year.

According to the Free Press, Miller said during the Automotive
Supplier Finance Summit at the Marriott in Troy the auto
supplier, which has been restructuring in bankruptcy for nearly
three years, is going to its current investors to refinance its
existing bankruptcy loans as well third parties for new money.
The Modified Plan, however, excluded Appaloosa Management, L.P.,
and other investors who previously backed out from their
commitment to invest US$2,550,000,000 in equity from Delphi.

                      About Delphi Corp.

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

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue 147; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Analysts Worried Firm May Run Out of Cash
-----------------------------------------------------
Bill Vlasic at The New York Times reports that with vehicle sales
declining, analysts are concerned about the liquidity of General
Motors Corp. and Ford Motor Co. and their ability to finance
operations as their revenues decline and as they continue to eat
into cash reserves.

Dow Jones Newswires relates that as GM and Ford shares continue to
decline, concerns grew that the auto makers won't be able to turn
their operations around before running dangerously low on cash.  
Matthew Dolan and John Stoll at The Wall Street Journal report
that on Thursday, GM closed down 31%, or US$2.15, at US$4.76,
while Ford dropped 22%, or 58 cents, to US$2.08, in New York Stock
Exchange composite trading.  WSJ states that GM ended the day with
a market value of US$3.9 billion, while Ford had a US$6 billion
market value.

According to Dow Jones, decline in the companies' domestic sales
aren't expected to improve in the near term.  

Dow Jones states that Gimme Credit high-yield analyst Shelly
Lombard wrote in a Thursday research note that Ford appears to
have enough liquidity between cash on hand and credit lines to
fund operations for nine to 12 quarters.  Dow Jones relates that
Ms. Lombard doubted Ford's long-term viability, saying that the
liquidity could evaporate soon as U.S. vehicle sales continue to
drop.

Dow Jones reports that Ford Chief Executive Alan Mulally said at
the Paris Auto Show that the company has the "appropriate amount"
of liquidity and that he will continue cutting production to meet
declining demand.  Investor Kirk Kerkorian, who owns a 6.5% stake
in Ford, has said he is willing to provide additional capital to
fund the company's restructuring, the report states.

                    About General Motors

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

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

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of US$15.4
billion over net sales and revenue of US$38.1 billion, compared to
a net income of US$891.0 million over net sales and revenue of
US$46.6 billion for the same period last year.

                    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 Oct.
13, 2008, Fitch Ratings downgraded the Issuer Default Rating of
Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: CEO Mulally Says Bankruptcy Not an Option
-----------------------------------------------------
Ford Motor Co.'s President and CEO Alan Mulally said in an
interview that despite new questions from analysts and credit-
rating agencies about Ford's current cash-burn rate and future
liquidity position, a bankruptcy filing is not an option for Ford,
The Wall Street Journal reports.

WSJ quoted Mr. Mulally as saying, "It makes absolutely no sense to
us.  Everything we are doing is to manage our cash and right-size
the company appropriately.  It makes no sense."

Citing Standard & Poor's lead automotive credit analyst Robert
Schulz, Jeff Green and Greg Bensinger at Bloomberg News report
that Ford  may be forced into bankruptcy as the global credit
freeze damps U.S. sales, and "macro factors could overwhelm them
at some point," even as Ford vows to stick with its turnaround
plans.

Ford's spokesperson Mark Truby said that the company has a cash
cushion, referring to US$23.4 billion borrowed in 2006 to help pay
for closing down plants and cutting jobs while developing new
models, Bloomberg relates.  Ford is evaluating its liquidity, the
report says, citing Mr. Truby.

Mr. Mulally said Ford will discuss its future production levels
when it releases third-quarter results this month, WSJ relates.  
Ford must adjust its production to match softening demand, the
report says, citing Mr. Mulally.

                   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
Oct. 13, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Ford Motor Company and Ford Motor Credit Company by one notch
to 'CCC' from 'B-'.


FORD MOTOR: Lewis Booth Will Replace Don Leclair as CFO
-------------------------------------------------------
Ford Motor Co.'s Chief Financial Officer Don Leclair will retire
on Nov. 1, after an accomplished 32-year career.  

Mr. Leclair, 56, was named Executive Vice President and CFO in
August 2003.  He joined Ford in 1976.  "I have appreciated my time
at Ford and now look forward to spending more time with my family
and pursuing other interests," Mr. Leclair said.

Matthew Dolan and Jeff Bennett at The Wall Street Journal report
that Ford's President and CEO Alan Mulally said that Mr. Leclair's
retirement was not linked to differences over the future direction
of the company or prompted by some kind of financial surprise or
accounting change surfacing in Ford's coming quarterly report.

Lewis Booth -- who played a leading role in the successful
transformation of Ford of Europe and Mazda during the past decade
-- will become the company's Executive Vice President and Chief
Financial Officer.

Mr. Mulally said, "Don's expertise and business acumen have been
invaluable to Ford.  Under his leadership, Ford has made
significant progress in lowering costs, improving quality,
improving efficiency, divesting non-core assets, improving our
balance sheet and moving us to our One Ford."

Messrs. Leclair and Booth will work together in the coming weeks
to ensure a smooth transition.

Mr. Mulally said, "Lewis Booth is one of the strongest and most
experienced leaders within Ford and the auto industry.  He was
instrumental in the transformation of Mazda and Ford of Europe to
profitability and growth.  He has built a strong and successful
team in Ford of Europe that is well positioned to continue the
momentum.  And he has put in place new leadership at Volvo to turn
around its results and build the strength of this premium brand."

Mr. Booth comes to the CFO position with broad operational
experience in Europe, Asia, and North America as well as a deep
background in finance and product development.  Mr. Booth, 59, was
named to his present position in 2005 and also formerly was
responsible for the Premier Automotive Group.  He joined Ford of
Europe in 1978 as a financial analyst.  During his career, he has
had a series of senior leadership positions around the world,
including Ford of Europe, Ford Asia Pacific, Ford South Africa,
Mazda and Ford's Finance, Truck Operations, Product Development,
Manufacturing and Sales operations in Europe, Asia and North
America.

Mr. Mulally stated, "Lewis' global experience, track record and
many years of leadership in Ford's finance operations make him the
ideal CFO.  He has proven success integrating Ford of Europe into
a profitable, lean and highly efficient operation.  We now are
turning to Lewis to apply his extensive operational and financial
experience to work even closer with our operating teams around the
world as we accelerate the transition to our One Ford vision and,
in the process, transforming Ford into a lean global enterprise
and returning the company to sustainable profitability."

        New Executive Vice President at Ford Europe

Ford also said that John Fleming is appointed Executive Vice
President and Chairman and CEO, Ford of Europe, succeeding Mr.
Booth.  Mr. Fleming will assume responsibility for Ford of Europe,
Volvo Car Corporation, and Ford's Export Operations & Global
Growth Initiatives.  He will report directly to Mr. Mulally.

Mr. Mulally said, "John is a proven executive who has demonstrated
strong results.  Under John's leadership, Ford of Europe has grown
its sales and profitability.  I have every confidence he will
continue to lead Ford of Europe and now Volvo to even stronger
success in the future."

Mr. Fleming, 57, was named Group Vice President and President and
CEO, Ford of Europe, in 2005.  He joined Ford's manufacturing
operations in the UK in 1967.  During his career, Mr. Fleming has
served in a variety of leadership positions in Ford's global
Manufacturing operations, including managing four automotive
assembly plants and three stamping and component plants.

                   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
Oct. 13, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Ford Motor Company and Ford Motor Credit Company by one notch
to 'CCC' from 'B-'.


FORD MOTOR: Mulls Sale of Stake in Mazda Motor, WSJ Report Says
---------------------------------------------------------------
Ford Motor Co. is considering selling its 33.4% controlling stake
in Japan's Mazda Motor Corp., as part of an effort to boost its
finances amid a drop in global auto sales and investor questions
about its cash reserves, John F. Murphy and Matthew Dolan at The
Wall Street Journal report, citing a person familiar with the
matter.

According to WSJ, the source said that Ford is looking at selling
assets in advance of an expected substantial third-quarter loss.

WSJ relates that Mazda said it wasn't aware of Ford's plans to
sell its stake in the company.

Ford purchased a 25% stake in Mazda in 1979.  Ford increased its
share in Mazda to 33.4% when Mazda became mired in debt amid
declining sales in 1996.

WSJ states that Mazda had set in its four-year business plan a
goal of intensifying its partnership with Ford by sharing
personnel, platforms, dealership operations, the research and
development of hybrid cars, and joint manufacturing operations in
China, Thailand, and the U.S.

                       About Mazda Motor

Headquartered in Hiroshima Prefecture, in Japan, Mazda Motor
Corporation -- http://www.mazda.co.jp/-- together with its
subsidiaries and associates, is primarily involved in the
manufacture and distribution of automobiles.  The company
manufactures passenger cars and commercial vehicles.  Mazda
Motor distributes its products in both domestic and overseas
markets.  The company has 58 subsidiaries.  It has overseas
operations in the United States, Canada, Mexico, Germany,
Belgium, France, the United Kingdom, Switzerland, Portugal,
Italy, Spain, Austria, Russia, Columbia, New Zealand, Thailand,
Indonesia and China.  The Company has a global network.

                         *     *     *

Mazda Motor continues to carry Standard & Poor's "BB" long-term
corporate credit and long-term senior unsecured debt ratings.

                   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
Oct. 13, 2008, Fitch Ratings downgraded the Issuer Default Rating
of Ford Motor Company and Ford Motor Credit Company by one notch
to 'CCC' from 'B-'.


FORD MOTOR: S&P Puts 'B-' Long-Term Rating on Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit and other ratings on U.S. automaker Ford Motor
Co. on CreditWatch with negative implications.

"The CreditWatch placement reflects the rapidly weakening state of
most global automotive markets along with capital market
conditions that will remain a major challenge for the foreseeable
future," said Standard & Poor's credit analyst Robert Schulz.  
Included in the CreditWatch placement is Ford's finance unit, Ford
Motor Credit Co. (B-/Watch Neg/--).  S&P believes Ford has
adequate liquidity for at least the rest of 2008 as measured by
cash balances, and available bank facilities, but the accelerating
deteriorating industry fundamentals will be a serious challenge to
liquidity during 2009.



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

ARGENT NIM 2004-WN9: Proof of Claim Filing Is Until Oct. 16
-----------------------------------------------------------
Argent NIM 2004-WN9's creditors have until Oct. 16, 2008, to prove
their claims to Karen Ellerbe and Jan Neveril, 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.

Argent's shareholders agreed on Sept. 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:

               Karen Ellerbe and Jan Neveril
               c/o Maples Finance Limited
               P.O. Box 1093GT
               Grand Cayman, Cayman Islands


AZIMUTH DIVERSIFIED: Filing of Claims Deadline Is Oct. 16
---------------------------------------------------------
Azimuth Diversified Hedge Ltd.'s creditors have until Oct. 16,
2008, to prove their claims to Walkers SPV Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Azimuth Diversified's shareholder decided on Sept. 16, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


CARIBBEAN BASIN: Proof of Claim Filing Deadline Is Oct. 16
----------------------------------------------------------
Caribbean Basin Power Fund's creditors have until Oct. 16, 2008,
to prove their claims to Phillip Hinds and Jagjit (Bobby) Toor,
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.

Caribbean Basin's shareholders agreed on Aug. 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Phillip Hinds and Jagjit (Bobby) Toor
               c/o Maples Finance Limited
               P.O. Box 1093GT
               Grand Cayman, Cayman Islands


EATON VANCE CDO XI: Deadline for Claims Filing Is Oct. 16
---------------------------------------------------------
Eaton Vance CDO XI Ltd.'s creditors have until Oct. 16, 2008, to
prove their claims to Walkers SPV Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Eaton Vance's shareholder decided on Sept. 16, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


FURSA OFFSHORE: Filing for Proof of Claim Is Until Oct. 15
----------------------------------------------------------
Fursa Offshore Event Driven Fund Ltd.'s creditors have until
Oct. 15, 2008, to prove their claims to Walkers SPV Limited, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

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

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


HARTSHORNE CDO I: Proof of Claim Filing Is Until Oct. 15
--------------------------------------------------------
Hartshorne CDO I Ltd.'s creditors have until Oct. 15, 2008, to
prove their claims to Walkers SPV Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

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

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


HIGH RIDGE CLO 2007-I: Claims Filing Deadline Is Oct. 16
--------------------------------------------------------
High Ridge CLO 2007-I Ltd.'s creditors have until Oct. 16, 2008,
to prove their claims to George Bashforth and Giles Kerley, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

High Ridge's shareholders agreed on Aug. 26, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               George Bashforth and Giles Kerley
               c/o Maples Finance Limited
               P.O. Box 1093GT
               Grand Cayman, Cayman Islands


METACAPITAL FIXED: Filing of Claims Deadline Is Oct. 16
-------------------------------------------------------
Metacapital Fixed Income Benefit Plan Investor Offshore Fund
Ltd.'s creditors have until Oct. 16, 2008, to prove their claims
to Walkers SPV Limited, the company's liquidator, or be excluded
from receiving any distribution or payment.

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

Metacapital Fixed's shareholder decided on Aug. 26, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


METACAPITAL FIXED INCOME: Claims Filing Is Until Oct. 16
--------------------------------------------------------
Metacapital Fixed Income Relative Value Master Fund Ltd.'s
creditors have until Oct. 16, 2008, to prove their claims to
Walkers SPV Limited, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

Metacapital Fixed's shareholder decided on Aug. 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


METACAPITAL FIXED OFFSHORE: Filing of Claims Is Until Oct. 16
-------------------------------------------------------------
Metacapital Fixed Income Relative Value Offshore Fund Ltd.'s
creditors have until Oct. 16, 2008, to prove their claims to
Walkers SPV Limited, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

Metacapital Fixed's shareholder decided on Aug. 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Anthony Johnson
               Tel: (345) 914-6314


NABISCO EURO: Proof of Claim Filing Deadline Is Oct. 16
-------------------------------------------------------
Nabisco Euro Holdings Ltd.'s creditors have until Oct. 16, 2008,
to prove their claims to Giles Kerley and Jan Neveril, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Nabisco Euro's shareholders agreed on Aug. 28, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


SCION ASIAN: Deadline for Filing of Claims Is October 15
--------------------------------------------------------
Scion Asian Opportunity Offshore Fund Ltd.'s creditors have until
Oct. 15, 2008, to prove their claims to DMS Corporate Services
Ltd., the company's liquidator, or be excluded from receiving any
distribution or payment.

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

Scion Asian's shareholder decided on Aug. 26, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

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

Contact for inquiries:

               Bernadette Bailey-Lewis
               Tel: (345) 946-7665
               Fax: (345) 946-7666


SOUTH SHORE: Filing for Proof of Claim Is Until Oct. 16
-------------------------------------------------------
South Shore CLO I Ltd.'s creditors have until Oct. 16, 2008, to
prove their claims to George Bashforth and Giles Kerley, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

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

The liquidators can be reached at:

               George Bashforth and Giles Kerley
               c/o Maples Finance Limited
               P.O. Box 1093GT
               Grand Cayman, Cayman Islands


THALES SPC: Deadline for Proof of Claim Filing Is Oct. 16
---------------------------------------------------------
Thales SPC's creditors have until Oct. 16, 2008, to prove their
claims to Jagjit (Bobby) Toor and Liezel Kleynhans, 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.

Thales' shareholders agreed on Aug. 26, 2008, to place the company
into voluntary liquidation under The Companies Law (2004 Revision)
of the Cayman Islands.

The liquidators can be reached at:

               Jagjit (Bobby) Toor and Liezel Kleynhans
               c/o Maples Finance Limited
               P.O. Box 1093GT
               Grand Cayman, Cayman Islands


YUM! SERVICES: Proof of Claim Filing Deadline Is Oct. 16
--------------------------------------------------------
Yum! Services Ltd.'s creditors have until Oct. 16, 2008, to prove
their claims to Jan Neveril and Giles Kerley, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Yum! Services' shareholders agreed on Sept. 1, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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



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

AMERICAN INTERNATIONAL: Uses Additional US$9BB From Gov't Loan
--------------------------------------------------------------
Liam Pleven, Carrick Mollenkamp, and Craig Karmin at The Wall
Street Journal report that American International Group Inc. drew
down another US$9 billion from the federal loan to meet demands
for cash from its trading partners.  According to WSJ, AIG has now
borrowed US$70.3 billion from the government in three weeks.  WSJ
says that the government raised the loan it is offering to AIG to
US$122.8 billion on Wednesday, due to the threat of losses from
AIG's lending program.

WSJ quoted a person familiar with the matter, "The Fed had no idea
the capital markets would seize up and the stock markets would
keep falling; both put AIG in a severe cash bind."

WSJ relates that much of the Fed's original loan to AIG was used
to:

     -- providing collateral to AIG's trading partners on
        complex derivatives known as credit default swaps, and

     -- covering losses in AIG's securities-lending program.

Citing Texas Department of Insurance's chief financial analyst
Doug Slape, WSJ states that AIG's securities-lender customers
"flooded the program for their collateral, creating a mini-run" on
the company.  Mr. Slape said that AIG started drawing down on the
federal loan commitment to cover the collateral requests,
according to the report.

The insurance department is keeping an eye on three AIG insurance
units due to the securities-lending exposure, WSJ relates, citing
Mr. Slape.  California Department of Insurance spokesperson,
Darrel Ng, said that the state is looking at the securities-
lending practices of insurers in California, WSJ states.  
According to the report, the New York Fed and outside experts that
the Fed hired are trying to assess how money is flowing within and
from AIG, and has been sending personnel to AIG divisions to
assess the company's risks and its risk-management procedures.

               About American International Group

Based in New York City, American International Group Inc. --
http://www.aig.com/-- (NYSE: AIG) is an international insurance   
and financial services organization, with operations in more than
130 countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.

The company's British headquarters are located on Fenchurch Street
in London, continental Europe operations are based in La Defense,
Paris, and its Asian HQ is in Hong Kong.  AIG owns Ocean Finance,
a United Kingdom based company providing home owner loans,
mortgages and remortgages.  AIG operates in the UK with the brands
AIG UK, AIG Life and AIG Direct.  It has about 3,000 employees,
and sponsors the Manchester United football club.  In response to
redemption demands, AIG Life (UK) suspended redemptions of its AIG
Premier Bond money market fund on Sept. 19, 2008, in order to
provide an orderly withdrawal of assets.

The company has locations in Argentina, Aruba, Bahamas, Bermuda,
Brazil, Cayman Islands, Chile, Colombia, Dominica, Ecuador, El
Salvador, Grenada, Guatemala, Haiti, Honduras, Jamaica, Mexico,
Panama, Peru, Puerto Rico, Trinidad, Uruguay, Venezuela and Virgin
Islands.

              US$85,000,000,000 Federal Reserve Loan

The Federal Reserve Bank of New York extended to AIG a revolving
credit facility up to US$85 billion.  AIG's borrowings under the
revolving credit facility will bear interest, for each day, at a
rate per annum equal to three-month Libor plus 8.50%.  The
revolving credit facility will have a 24-month term and will be
secured by a pledge of assets of AIG and various subsidiaries.

The Credit Facility provides for a 79.9% equity interest in AIG.  
The Credit Facility provides for an initial gross commitment fee
of 2% of the total Credit Facility on the closing date.

AIG, in a regulatory filing with the Securities and Exchange
Commission, said it will pay a commitment fee on undrawn amounts
at the rate of 8.5% per annum.  Interest and the commitment fees
are generally payable through an increase in the outstanding
balance under the Credit Facility.  Borrowings under the Credit
Facility are conditioned on the NY Fed being reasonably satisfied
with, among other things, AIG's corporate governance.

AIG is required to repay the Credit Facility from, among other
things, the proceeds of certain asset sales and issuances of debt
or equity securities. These mandatory repayments permanently
reduce the amount available to be borrowed under the Credit
Facility.

In a statement, the company said "AIG is a solid company with over
US$1 trillion in assets and substantial equity, but it has been
recently experiencing serious liquidity issues."

Standard & Poor's Ratings Services has revised the CreditWatch
status of most of its ratings on the AIG group of companies --
including its 'A-' long-term counterparty credit ratings on
American International Group Inc. and International Lease Finance
Corp. and the 'A+' counterparty credit and financial strength
ratings on most of AIG's insurance operating subsidiaries -- to
CreditWatch developing from CreditWatch negative.

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.

The Troubled Company Reporter reported on Sept. 19, 2008 that that
Edward Liddy replaced Robert Willumstad as AIG's CEO.

                          *     *     *

In a U.S. Securities and Exchange Commission filing dated
Aug. 6, 2008, AIG reported a net loss for the second quarter of
2008 of US$5.36 billion compared to 2007 second quarter net income
of US$4.28 billion.  Second quarter 2008 adjusted net loss was
US$1.32 billion, compared to adjusted net income of US$4.63
billion for the second quarter of 2007.  The continuation of the
weak U.S. housing market and disruption in the credit markets, as
well as global equity market volatility, had a substantial adverse
effect on AIG's results in the second quarter.

Net loss for the first six months of 2008 was US$13.16 billion,
compared to net income of US$8.41 billion in the first six months
of 2007.  Adjusted net loss for the first six months of 2008 was
US$4.88 billion, compared to adjusted net income of US$9.02
billion in the first six months of 2007.



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

BANCOLOMBIA SA: Reports 60.3BB Unconsolidated Net Income in Sept.
-----------------------------------------------------------------
Bancolombia S.A. has reported unconsolidated net income of COP60.3
billion in September 2008.  Net income for Bancolombia on an
unconsolidated basis totaled COP824.3 billion for the first nine
months of 2008, increasing 44% as compared to the same period of
2007.

  -- Net interest income, including investment securities, totaled
     COP214.1  billion in September 2008.  For the nine month
     period ended Sept. 30, 2008, net interest income totaled  
     COP1,880.7 billion, increasing 37.1% as compared to the same
     period last year.

  -- Net fees and income from services in September 2008 totaled
     COP74.2 billion.  For the nine month period ended September
     30, 2008, net fees and income from services totaled COP584.6
     billion, which represents an increase of 22.9% as compared to
     the same period of 2007.

  -- Other operating income had a total loss of COP16.3 billion
     in September 2008.  For the nine month period ended September
     30, 2008, other operating income totaled COP433.9 billion     
     increasing 83.1% as compared to the same period last year.    
     Bancolombia notes that a considerable part of this revenue
     comes from dividend income received from subsidiaries, which
     is eliminated in the consolidated results as it is an
     inter-company transaction.  As a result, this dividend income  
     is only recorded in Bancolombia's unconsolidated results.

  -- Net provisions totaled COP28.3 billion in September 2008.
     Net provisions totaled COP403.9 billion for the nine month   
     period ended Sept. 30, 2008, which represents an increase
     of 86.4% as compared to the same period of 2007.

  -- Operating expenses totaled COP149.5 billion in September
     2008.  For the nine month period ended Sept. 30, 2008,
     operating expenses totaled COP1,297.1 billion, increasing
     13.2% as compared to the same period of 2007.
    
Total assets (unconsolidated) amounted to COP36.1 trillion, loans
amounted to COP25.5 trillion, deposits totaled COP22.7 trillion
and Bancolombia's total shareholders' equity amounted to COP5.5
trillion.

Bancolombia's (unconsolidated) level of past due loans as a
percentage of total loans amounted to 3.48% as of Sept. 30, 2008,
and the level of allowance for past due loans amounted to 128.15%
as of the same date.

According to Colombia's national banking association
(ASOBANCARIA), Bancolombia's market share of the Colombian
financial system as of September 2008, was as follows: 18.7% of
total deposits, 20.8% of total net loans, 20% of total savings
accounts, 21.6% of total checking accounts and 15.5% of total time
deposits.

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.

                            *     *     *

This concludes the Troubled Company Reporter-Latin America's
coverage of Bancolombia S.A. until facts and circumstances, if
any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.



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

ANIXTER INT'L: Closes World Class Acquisition for US$62 Million
---------------------------------------------------------------
Anixter International Inc. has completed the purchase of the
assets and operations of World Class Wire & Cable Inc.

The company initially announced the execution of a letter of
intent to acquire World Class on September 9, 2008.

As previously disclosed, World Class is a valued-added distributor
of electrical wire and cable based in Waukesha, Wisconsin, with
annualized sales of approximately US$60 million. Anixter paid
roughly US$62 million in cash and assumed trade liabilities for
all of the assets and operations of World Class.

                           About Anixter

Anixter International Inc. -- http://www.anixter.com/-- is the
world's largest distributor of communication products and
electrical and electronic wire and cable, and a leading
distributor of fasteners and other small parts ("C" class
inventory components) to original equipment manufacturers.

The company has nearly US$725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space. It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and
Chile.

                            *    *    *

As reported in the Troubled Company Reporter-Latin America on
Nov. 2, 2007, Fitch Ratings affirmed these ratings for
Anixter International Inc. and its wholly owned operating
subsidiary, Anixter Inc.:

Anixter International Inc.

-- Issuer Default Rating 'BB+';
-- Senior unsecured debt 'BB-'.

Anixter Inc.

-- Issuer Default Rating 'BB+';
-- Senior unsecured notes 'BB+';
-- Senior unsecured bank credit facility at 'BB+'.



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

HUNTSMAN CORP: Hexion Gets US$540MM from Parent to Acquire Firm
---------------------------------------------------------------
Jack Kaskey at Bloomberg News reports that Hexion Specialty
Chemicals Inc. said that its parent company, Apollo Management LP,
contributed US$540 million in capital to help complete the
takeover
of Huntsman Corp.

As reported in the Troubled Company Reporter on Oct. 6, 2008, the
Delaware Court of Chancery entered judgment in favor of Huntsman,
denying all declarations sought by Apollo and Hexion in their suit
requesting that the Chancery Court excuse Hexion from its
obligation to consummate the pending transaction.  Huntsman
obtained a temporary restraining order to prevent banks from
continuing to interfere and thwart Huntsman's rights under the
Hexion Merger Agreement.  Apollo and Hexion had alleged that
Huntsman was not entitled to a US$325 million break up fee and had
suffered a Material Adverse Effect since signing the Merger
Agreement and that a solvency certificate or opinion could not be
provided for the combined Hexion/Huntsman entity at the closing.  
Both allegations were soundly rejected by the Chancery Court.

According to Bloomberg, Charles Elson, director of the John
Weinberg Center for Corporate Governance at the University of
Delaware in Newark, said that Apollo's contribution signals that
Hexion may try to complete the deal.  Citing Hexion, Bloomberg
says that Apollo's contribution addresses financial issues raised
by the court decision.

Hexion said in a statement that it is discussing with Huntsman "a
wide range of matters" and is moving to close the deal, valued at
US$28 a share.

Hexion, under the merger agreement and by the court's order, must
prove to lenders Deutsche Bank AG and Credit Suisse Group AG that
the combined company would be solvent, Bloomberg states, citing
Huntsman spokesperson Russ Stolle, who suggested that Hexion could
raise additional capital.

Hexion, according to Bloomberg, said that Apollo will also waive
its US$102 million transaction fee for the merger and suspend
monitoring fees payable by Hexion for three years.

Bloomberg relates that Huntsman said it would seek at least
US$3 billion in damages once Hexion fails to complete the deal.  
U.S. and European antitrust regulators has approved the merger,
the report says.

                   Annual Meeting Postponed

Huntsman delayed its annual meeting due to pending merger.  
Huntsman, in order to assure compliance with annual meeting
requirements of the New York Stock Exchange, is taking steps to
hold its 2008 annual meeting of stockholders on Nov. 19, 2008.

Peter R. Huntsman, President and CEO of Huntsman, said, "The
annual meeting had been postponed pending completion of the merger
with Hexion, but in light of the delays caused by the litigation
initiated by Hexion, and in order to assure compliance with annual
meeting requirements, we are taking steps to prepare to hold the
annual meeting for 2008.  We, of course, are continuing to seek
consummation of the merger and this announcement nor our planning
an annual meeting has any effect on that."

The exact time and location of the meeting will be included in the
definitive proxy statement, which will be filed with the
Securities and Exchange Commission and sent to stockholders prior
to the meeting.

According to Bloomberg, Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority, said that Hexion's
US$625 million of 9.75% bonds due in November 2014 jumped 16.5
cents
to 83.5 cents on the dollar at 11:15 a.m. in New York, after
trading 67 cents on Oct. 8.  Bloomberg states that the bonds
yielded 14%, or 1,108 basis points more than a similar-maturity
U.S. Treasury.  Debt that trades at a spread of 1,000 basis points
or more to Treasuries is considered "distressed," which means that
investors are concerned that the issuer will default.  

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting           
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of US$4.2 billion and total
liabilities of US$5.5 billion, resulting in a shareholders'
deficit
of US$1.3 billion.

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

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

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. and Columbus, Ohio-based
Hexion Specialty Chemicals Inc. remain on CreditWatch with
negative implications, where they were placed on July 5, 2007.  
The initial CreditWatch placement followed the announcement of
Hexion's proposed debt-financed acquisition of Huntsman in a
transaction valued at more than US$10 billion, including assumed
debt.
   
This CreditWatch update follows the ruling in the Court of
Chancery of the State of Delaware related to Huntsman's lawsuit
with Hexion and its owner, Apollo Management LLC.  Hexion argued
that the merger is no longer viable based on the proposed highly
leveraged capital structure of the combined company.  Hexion cited
several factors supporting this conclusion, including Huntsman's
increased debt and lower-than-expected earnings, and Hexion's
belief that the lenders will not provide the committed financing
required to complete the transaction as proposed.



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

AIR JAMAICA: Former Exec Returns as Chief Operating Officer Post
----------------------------------------------------------------
A former Air Jamaica executive is returning to the national
carrier with a top position.

Various reports say Bruce Nobles, who was Air Jamaica's President
and Chief Operating Officer between June 2002 and March 2003, will
be the ailing airline's President and Chief Executive Officer
effective October 13, 2008.

Mr. Nobles' appointment comes as the airline works on its
privatization. The process, which Prime Minister Bruce Golding
finds necessary because government could no longer pile the losses
of the airline on the backs of taxpayers "with no end in sight,"
is expected to be completed by April next year, Carribean360.com
relates.

In a release cited by Carribean360.com, Air Jamaica's Chairman
Shirley Williams said Mr. Nobles is a 40-year veteran of the
transportation industry, and is most notably credited with leading
the successful restructuring of Hawaiian Airlines, developing and
introducing operations for the Pan Am Shuttle and for creating and
implementing operations for the Trump Shuttle. He  has also
completed assignments for the International Finance Corporation, a
division of the World Bank and numerous others, Ms. Williams
added.  Mr. Nobles rejoins the airline from Dallas-based aviation
and transportation consulting company The Renwick Company.

Meanwhile, a report posted on Breaking News' site said St. Lucia's
Minister of Tourism and Civil Aviation, Senator Allen Chastanet,
has congratulated the Jamaican government on Mr. Nobles'
appointment.

According to that report, the Senator described the appointment as
"critically important" given his vast experience in the global
airline sector and particularly for his "excellent track record of
piloting the regional carrier" during a period when the airline
was run by Jamaican tourism executive Gordon "Butch" Stewart.

"In St. Lucia, we are very pleased with his appointment,
especially given today's global aviation challenges and in
particular the difficulty we in the Caribbean are experiencing in
securing reliable and affordable air services from all markets,"
that same report cited Senator Chastanet as saying.

                       About Air Jamaica

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969. It flies  
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America. Air Jamaica offers vacation packages
through Air Jamaica Vacations. The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.

The Jamaican government owned 25% of the company after it went
private in 1994. However, in late 2004, the government assumed
full ownership of the airline after an investor group turned over
its 75% stake.  The Jamaican government does not plan to own Air
Jamaica permanently.

                           *    *    *

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

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


* JAMAICA: Government Debt Reaches J$1 Trillion
-----------------------------------------------
Jamaica's debts quadrupled to J$1 trillion amid anaemic growth
averaging roughly 1% per year, The Jamaica Observer reports citing
Finance Minister Don Wehby.  Jamaica's debt to GDP ratio had also
increased sharply over the period, from 83.9% in 1997 to 130.7% in
2007, the report says.

The country added its pile of debts after it successfully raised
US$350 million at an 8% coupon this fiscal year out of a planned
external borrowing requirement of US$600 million, The Jamaica
Observer relates.  Jamaica also has fiscal deficit of J$19.1
billion to the end of August, but significantly better, by about
J$6 billion, than the budgeted J$25.2 billion.

According to The Jamaica Observer, Jamaica's high public debt, and
the consequent lack of fiscal space, meant that without tax reform
there was no money to deal with schools, or to make the investment
to achieve stronger economic growth.  One per cent of companies
paid 78 per cent of corporate tax, with approximately 40% outside
the tax system.

Minister Wehby, the report says, planned to make it very difficult
to stay outside the tax system, through administrative reforms
such as integrated data  base and a single tax identification
number.



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

ASARCO LLC: Grupo Mexico Unit Argues Regarding SCC Acquisition
--------------------------------------------------------------
In an October 7, 2008 hearing before the United States District
Court for the Southern District of Texas, Brownsville Division,
Americas Mining Corporation (AMC), a subsidiary of Grupo Mexico,
S.A.B. de C.V., presented oral arguments stating that, based on
the evidence presented at trial, AMC did not cause any damage to
ASARCO LLC’s creditors when it acquired 54.2 percent of Southern
Copper Corporation (SCC) from ASARCO in 2003.

ASARCO continues to insist on return of the SCC stock as a remedy
arising out of this transaction because the Court had earlier
determined that AMC hindered and delayed certain ASARCO creditors.  
AMC argued, however, that ASARCO cannot meet its burden of proof
as to any damages caused to ASARCO or its creditors because AMC
has proposed a bankruptcy plan that would pay all creditors in
full such that ASARCO and its creditors have no standing to pursue
any remedies.  AMC furthered argued that because reasonably
equivalent value was paid, there could be no economic damage.  If
the court agrees, there would be no material adverse economic
impact on AMC or Grupo Mexico.

AMC also argued that under the Court’s equitable powers, it should
not allow the environmental and asbestos claimants to recover
anything more than the actual value of their allowed claims in
bankruptcy.  Under the competing bankruptcy plan supported by
ASARCO, these creditors would obtain a tremendous windfall should
the court order return of the SCC stock or the value of the stock.  
For these reasons, AMC asked the Court to take these factors into
consideration in its determination of remedies for its final
judgment.

Throughout the Chapter 11 proceedings, ASARCO and these two
classes of creditors have systematically refused through an
estimation procedure in the bankruptcy court to determine the
amount of the liabilities and furthermore have denied AMC the
opportunity to have an effective voice in repeated efforts to
settle these claims.  To the contrary, it appears that ASARCO has
promoted a plan with the motivation to strip AMC of its equity
interest in ASARCO.

AMC also expressed that it will pursue all legal remedies to
prevent any such windfall.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.  
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former Judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.  
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

Amended versions of the competing plans have been filed with the
Court.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.


CHRYSLER LLC: Denies Bankruptcy Speculation
-------------------------------------------
Jeff Green and Greg Bensinger at Bloomberg News report that
Chrysler LLC's spokesperson Shawn Morgan said in an interview that
the company won't declare bankruptcy.

According to Bloomberg, Standard & Poor's lead automotive credit
analyst Robert Schulz said that Chrysler LLC, along with Ford
Motor Co. and General Motors Corp., may be forced into bankruptcy
as the global credit freeze damps U.S.  Bloomberg states that Mr.
Schulz said that "macro factors could overwhelm them at some
point" even as GM, Ford, and Chrysler vow to stick with their
turnaround plans.

                      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.


CONTROLADORA COMERCIAL: S&P Drops Ratings to D on Failed Payments
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit and senior unsecured ratings assigned to Controladora
Comercial Mexicana S.A.B. de C.V. to 'D' from 'CC', following the
company's failure to make its Oct. 9, 2008, payment of MXN400
million of short-term debt obligations (about US$33 million).

Earlier, S&P lowered its long-term corporate credit rating and
senior unsecured debt rating of the company to 'CC' from 'BBB-'.
It also lowered the national scale rating to 'mxCCC/mxC' from
'mxAA/mxA-1+'. The ratings were removed from CreditWatch Negative
where they were placed Oct. 8, 2008. The outlook is negative,
reflecting S&P's expectation that the company may not meet the
scheduled payment of MXN400 million.

"The rating action reflects our uncertainty that the company will
be able to refinance or pay down its October maturities,
particularly today's scheduled payment of MXN400 million of
short-term debt obligations (about US$33 million)," said S&P's
credit analyst Juan Pablo Becerra. The company's first attempt to
roll over the aforementioned obligation was unsuccessful.
Maturities during October total about MXN1.2 billion (about US$100
million).

Although the company had cash and equivalents of US$102 million as
of June 30, 2008, and its refinancing needs appeared to be
manageable, we believe that market-to-market fluctuations may have
led to margin calls that have compromised the company's liquidity.

The company announced that it has filed for "Concurso Mercantil,"
a Mexican bankruptcy proceeding equivalent to Chapter 11 in the
United States. Additionally, the company announced that the
approximate amount of the derivatives exposure that triggered its
default was US$1.08 billion, net of an exercised collateral of
US$310 million, resulting in total liabilities for the company of
around US$2 billion.

Headquartered in San Juan, Mexico, Controladora Comercial Mexicana
SAB de CV (a.k.a. CCM) -- http://www.comerci.com.mx-- is a
holding company that operates several chains of retail stores as
well as a chain of family restaurants under the Restaurantes
California brand name through its subsidiaries. In addition, the
company owns a 50% interest in the Costco de Mexico, a joint
venture with Costco Wholesale Corporation, which operates a chain
of membership warehouses in Mexico. Its store chains include
Comercial Mexicana, City Market, Mega, Bodega CM, Sumesa and
Alprecio.


CONTROLADORA COMERCIAL: Moody's Junks Ratings to Caa3/Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Controladora Comercial
Mexicana, S.A.B. de C.V.'s senior unsecured global rating to Caa3
from Baa2, while also lowering the company's Mexican national
scale ratings to Caa3.mx from Aa2.mx. This concludes the review
initiated on Oct. 8, 2008. The outlook for the ratings is
negative.

Ratings affected were:

  -- MXN3,000 million 8.7% senior unsecured notes due 2027, to
     Caa3/Caa3.mx from Baa2/Aa2.mx; and

  -- US$200 million 6.625% senior unsecured notes due 2015, to
     Caa3 from Baa2.

The downgrade reflects the increased uncertainty around
Controladora Comercial's ability to meet near term commercial
paper maturities outstanding under its local notes (certificados
bursatiles) program. A total of about MXN1,200 million in local
commercial paper will mature in October, including MXN400 million.
Moody's expects the company's inability to meet commercial paper
redemptions to cross default into the company's rated notes due
2015 and 2027. The Caa3 rating reflects an expectation for an
above average recovery prospect for the bondholders.

Moody's believes that Controladora Comercial may have limited
funds available to meet these maturities following its
announcement on Oct. 7, 2008, that it was in discussions with
creditors to address a significant increase in foreign currency
liabilities. In an auction, the company was not able to place any
of the MXN400 million it offered in commercial paper. The company
does not maintain committed funding sources to backup the payment
and significant uncertainty remains with regards to its ability to
raise funds with relationship banks. As of June 30, 2008, the
company had maintained cash reserves of about US$167 million,
which covered US$162 million in short term debt 1.03 times.

As of June 30, 2008, the company operated 217 stores under seven
retail banners with a total selling area of 1.54 million square
meters. For the 12 months ended June 30, 2008, the company
reported revenues and EBITDA of about US$4.9 billion and US$400
million, respectively.

Headquartered in San Juan, Mexico, Controladora Comercial Mexicana
SAB de CV (a.k.a. CCM) -- http://www.comerci.com.mx-- is a
holding company that operates several chains of retail stores as
well as a chain of family restaurants under the Restaurantes
California brand name through its subsidiaries. In addition, the
company owns a 50% interest in the Costco de Mexico, a joint
venture with Costco Wholesale Corporation, which operates a chain
of membership warehouses in Mexico. Its store chains include
Comercial Mexicana, City Market, Mega, Bodega CM, Sumesa and
Alprecio.


CONTROLADORA COMERCIAL: Liability Increases Cue Fitch's BB Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and
outstanding debt ratings of Controladora Comercial Mexicana S.A.B.
de C.V. as:

-- Local currency issuer default rating to 'BB' from 'BBB-';
-- Foreign currency issuer default rating to 'BB' from 'BBB-';
-- US$200 million senior notes due 2015 to 'BB' from 'BBB-';
-- MXN3 billion senior notes due 2027 to 'BB' from 'BBB-';
-- Long-term National scale to 'A(mex)' from 'AA(mex)';
-- Short-term National Scale to 'F-1(mex) from 'F1+(mex)'.

Fitch has also placed the company on Rating Watch Negative.

The rating actions follow the announcement made by Controladora
Comercial that its liabilities have significantly increased due to
exchange rate volatility. As a consequence of this situation, the
company is in process of re-negotiating with its creditors to meet
those liabilities. It has not stated what type of liabilities,
what is the amount or who are the creditors. The Rating Watch
Negative will be resolved following the evaluation of these
additional liabilities and the potential implications to the
company's creditworthiness, as well as assess the expected credit
quality of the company.

Controladora Comercial recorded revenues of US$5.05 billion for
the last twelve months ended June 30, 2008. At the same date, the
company operated a total of 217 stores, the majority of which are
located in Central Mexico (including Mexico City). It operates
seven store formats: Comercial Mexicana, a service-oriented
supermarket; Mega, a hypermarket; Bodega and Alprecio, value-
priced supermarkets; Sumesa, a value-priced neighborhood
supermarket; Costco, under a joint venture with Costco Wholesale
Corp. and City Market, a high purchasing power segment
supermarket. In addition, the company operates a chain of 73
family-style restaurants.

Headquartered in San Juan, Mexico, Controladora Comercial Mexicana
SAB de CV (a.k.a. CCM) -- http://www.comerci.com.mx-- is a
holding company that operates several chains of retail stores as
well as a chain of family restaurants under the Restaurantes
California brand name through its subsidiaries. In addition, the
company owns a 50% interest in the Costco de Mexico, a joint
venture with Costco Wholesale Corporation, which operates a chain
of membership warehouses in Mexico. Its store chains include
Comercial Mexicana, City Market, Mega, Bodega CM, Sumesa and
Alprecio.


EMPRESAS ICA: Discloses Financial Position; Reaffirms 2008 Outlook
------------------------------------------------------------------
Empresas ICA S.A.B de C.V. has informed the market that the it
does not expect to experience any material adverse effect from
recent movements in the interest rate and foreign exchange markets
in its results for the third quarter of 2008 or through the date
of this communication.

The policy of ICA is to finance those projects that require
financing in the same currency as the source of payment.
Furthermore, the company does not expect to incur any adverse
material impact from financial derivative positions undertaken as
part of the financing of projects.

Of the total consolidated backlog of MXN37,352 million as of
June 30, 2008, more than 90% has the long term financing required
already contracted for; the balance is in the process of being
completed.

ICA reaffirms its outlook for 2008. The company expects to
increase revenues between 15 and 20% as compared to 2007 and to
generate an Adjusted EBITDA margin higher than the 10% generated
last year.

ICA also states that it has no commercial or financial
relationship with Lehman Brothers.

Finally, the company states, in response to request from the
regulatory authorities, that there are no material developments
that have not been disclosed to the marrket, and the recent
movements in the share price movements responds to the markets.

Empresas ICA, S.A.B de C.V. -- http://www.ica.com.mx/-- the
largest engineering, construction, and procurement company in
Mexico, was founded in 1947. ICA has completed construction and
engineering projects in 21 countries. ICA's principal business
units include civil construction and industrial construction.
Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Empresas ICA S.A.B.
de C.V. S&P said the outlook is stable.


LEAR CORPORATION: Reduces 2008 Sales Outlook by US$1,000,000,000
----------------------------------------------------------------
Lear Corp. disclosed that as a result of deteriorating and
volatile industry and general economic conditions, it is reducing
its full-year 2008 sales outlook from US$15 billion to
approximately
US$14 billion and now sees income before interest, other expense,
income taxes, restructuring costs and other special items down
about 20% from the previous guidance of US$550 million to
US$600 million provided on July 29, 2008, based on current
production estimates.  Even with the lower sales and earnings
forecast, Lear expects to generate positive free cash flow for the
year.

Rapidly declining North American vehicle sales and production
generally, combined with a major shift in product mix to smaller
passenger vehicles in the U.S., as well as slowing sales and lower
production in Europe are the major factors impacting the company's
financial outlook for the remainder of 2008.

"Lear has been very pro-active in restructuring global operations
and taking steps to maintain a strong liquidity position," said
Bob Rossiter, Lear's chairman, chief executive officer and
president.  "As conditions have deteriorated, we have aggressively
responded by taking actions to reduce our cost structure.  As a
result, we expect to generate positive free cash flow for the
year.  However, like all automotive suppliers, we are being
adversely impacted by lower production volumes."

Based in Southfield, Michigan, Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive seating systems,     
electrical distribution systems and electronic products.  Lear's
world-class products are designed, engineered and manufactured by
a diverse team of more than 90,000 employees at 236 facilities in
33 countries.  Lear's headquarters are in Southfield, Michigan.

Outside the United States, Lear has subsidiaries in
Germany, Luxembourg, Sweden, Singapore, China, India and Mexico,
among others.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 1, 2008, Standard & Poor's Ratings Services has raised its
issue-level rating on Lear Corp.'s US$1 billion senior secured
term loan facility (US$988 million outstanding) to 'BB' from 'BB-'
and revised the recovery rating to '1' from '2'.  In addition, S&P
lowered its issue-level ratings on Lear's senior unsecured notes
to 'B' from 'B+' and revised the recovery rating to '5' from '4',
indicating the expectation of modest recovery in the event of a
payment default.


MOVIE GALLERY: Completes Debt to Equity Conversion
--------------------------------------------------
Movie Gallery Chief Executive Officer and President, C. J.
Gabriel, Jr., said in a regulatory filing with the Securities and
Exchange Commission dated October 6, 2008, that the Company
entered into Conversion Agreements with Sopris Partners-Series A
of Sopris Capital Partners, LP, Sopris DP-Series A of Sopris DP,
L.P., DQ Ltd., RR Investment Company Ltd., EnterAspen Limited,
The Richmond Fund LP, and Rovida Holdings Limited.

Each of the Converting Lenders is a holder of Term Loans under
the Amended and Restated First Lien Credit and Guaranty Agreement
dated as of March 8, 2007, as amended and restated as of May 20,
2008, among the Company, certain of its subsidiaries, as
guarantors, a host of lenders, Wilmington Trust Company, as
Administrative Agent, and Deutsche Bank Trust Company Americas,
as Collateral Agent.

Under the Conversion Agreements, the Converting Lenders assigned
Term Loans, including accrued and unpaid interest, under the
First Lien Agreement to the Company in the aggregate principal
amount of approximately US$151.4 million, in exchange for
approximately 15.2 million shares of Movie Gallery Common Stock,
par value US$0.001 per share, at a price of US$10.00 per share,
Mr. Gabriel said.

Prior to giving effect to the transactions, Sopris Partners,
Sopris DP, EnterAspen and Richmond owned a majority of the
outstanding Common Stock of the Company.  Each of the Entities
and the other Converting Lenders are either affiliated with, or
have investment accounts managed by, Sopris Capital Advisors,
LLC.

On October 6, 2008, the Company and the Converting Lenders
notified Wilmington Trust of the assignments of the Assigned
Loans.  The effective date of the Assignments is October 6.

In connection with the conversion, the Company's independent
Audit Committee, with the assistance of outside counsel and a
third-party advisory firm, evaluated the fairness of the
conversion price from a financial point of view, Mr. Gabriel
noted.

"This debt restructuring significantly improves our balance sheet
and reduces our ongoing interest expense," says Mr. Gabriel.

"We are pleased to have Sopris as a financial partner and we
appreciate the cooperation and support of the participating first
lien debt holders," he adds.

A full-text copy of Movie Gallery's SEC disclosure on Form 8K is
available for free at:

             http://ResearchArchives.com/t/s?33b5

                      About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty   
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.  The company
has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 34; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


RINKER MATERIALS: Moody's Cuts Rating to Ba1; Remains on Review
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of Rinker Material
LLC's (formerly Rinker Material's Corporation) senior notes to Ba1
from Baa3, and kept the rating on review possible further
downgrade.

The downgrade is prompted by the ongoing softening of the
company's end markets as well as its tight liquidity profile.  The
downgrade reflects the increased likelihood that Rinker's ultimate
parent, Cemex, S.A.B. de C.V. may not, over the near to medium
term, be able to restore its liquidity and financial position to
levels more in line with an investment grade rating category.  The
downgrade incorporates Cemex's significant earnings guidance
reduction in September, a high likelihood of continued performance
pressures in several of Cemex's key markets, including the
commercial and industrial construction sectors in the U.S., and a
weak liquidity profile because of continued material debt
refinancing needs amid difficult credit market conditions.  
Moody's notes that Rinker's rating reflects Cemex's consolidated
credit profile due to both companies' operational and financial
integration and the cross default clauses in Cemex's existing debt
agreements.

The Ba1 rating remains on review for possible downgrade.  The
review will focus on Cemex's earnings and cash flow prospects as
well as its plans to address near-term debt maturities and reduce
financial leverage.  The review will also examine the extent to
which Cemex's derivatives exposures could pose a risk to the
company's liquidity and financial profile.

U.S.-based Rinker Materials LLC (Rinker, formerly Rinker Materials
Corporation) is owned by Cemex, Inc., which is the intermediate
holding company of Cemex S.A.B. de C.V.'s U.S. operations and in
turn is owned by Cemex Espana, the holding for Cemex's non-Mexican
business.  Cemex, headquartered in Monterrey, Mexico, is a global
building materials company that manufactures and distributes
building products such as cement, ready mix concrete and
aggregates, with customers in more than 50 countries.  Cemex
gained control of Australia-based Rinker Group Limited, Rinker's
former parent company, in June 2007.  For the 12 months ending
June 30, 2008, Cemex's reported revenues and EBITDA reached US$24
billion and US$4.8 billion, respectively, including four quarters
of Rinker's results.



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

CENTENNIAL COMM: Aug. 31 Balance Sheet Upside-Down by US$1.03 Mln
-----------------------------------------------------------------
Centennial Communications Corporation's balance sheet as of
Aug. 31, 2008, showed US$1.39 million in total assets,
US$2.42 million in total liabilities, resulting to US$1.03 million
in shareholders' deficit.  The company also had US$1.07 million in
accumulated deficit.

Centennial Communications posted US$7.49 million in net profit on
US$265.21 million in net revenues for the quarter ended Aug. 31,
2008, compared with US$5.77 million in net profit on US$247.97
billion in net revenues for the quarter ended Aug. 31, 2007.

Full text copy of Centennial Communications' quarterly report on
Form 10-Q is available free of charge at:

              http://researcharchives.com/t/s?33b4

               About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                         *     *     *

Centennial Communications Corp. continues to carry Moody's
Investor Services' 'Caa1' senior unsecured debt rating, which was
placed in September 2006.


ORIENTAL FINANCIAL: Unit Unveils US$5 Million Exposure to Lehman
---------------------------------------------------------------
Oriental Bank and Trust, a wholly-owned subsidiary of Oriental
Financial Group Inc., has a counterparty exposure to Lehman
Brothers Finance S.A. (LBFSA) in connection with derivative
transactions under option agreements.

LBFSA filed for bankruptcy in New York on October 3, 2008.  As a
result of the uncertain recoverability of this counterparty
exposure, management of the Group determined on the date hereof
that this event will likely result in a loss on derivative
activities of approximately US$5.0 million for the quarter ended
September 30, 2008.

Oriental Financial Group Inc. (NYSE: OFG) --
http://www.www.orientalfg.com/-- is a diversified financial
holding company operating under U.S. and Puerto Rico banking
laws and regulations.  Oriental provides comprehensive financial
services to its clients throughout Puerto Rico and offers third
party pension plan administration through its wholly owned
subsidiary, Caribbean Pension Consultants, Inc.  The group's
core businesses include a full range of mortgage, commercial and
consumer banking services offered through 25 financial centers
in Puerto Rico, as well as financial planning, trust, insurance,
investment brokerage and investment banking services.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 25, 2008, Standard & Poor's Ratings Services affirmed its
'BB+' long-term counterparty credit rating on Puerto Rico-based
Oriental Financial Group.  At the same time, S&P revised the
outlook to stable from negative.



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

HINDU CREDIT: Insolvent; Commissioner Orders Liquidation
--------------------------------------------------------
Hindu Credit Union Co-Operative Society Limited (HCU) was declared
insolvent and ordered to by wound up by Commissioner of Co-
operative Development Charles Mitchell, Caribbean Net News
reports.

Mr. Mitchell's move came after Ernst and Young released its audit
report of HCU.  The audit report disclosed that HCU has a net
shortfall of assets to liabilities of US$486.5 million.  HCU has
assets of US$390,131,614 and liabilities of US$876,537,695.  

Caribbean Net News meanwhile says HCU president Harry Harnarine
has called on the Minister of Labour and Small and Micro
Enterprise Development Rennie Dumas to look into the step being
taken by Mr. Mitchell who he accused of abusing his power.

As reported in the Troubled Company Reporter-Latin America on
Oct. 9, 2008, the Credit Union Members Group (CRMG) called on the
Government to prevent HCU from closure or liquidation by providing
cash injection of US$100 million and a loan of US$200 million.

CRMG earlier called for a restructuring of the HCU rather than a
liquidation of its assets, the Troubled Company Reporter-Latin
America reported on Sept. 19, 2008.  The group argued liquidation
would be "essentially a fire-sale of our assets at depressed
prices, this may lead to a chaotic disorderly and unsystematic
disposal of our assets in a market that is incapable of quickly
absorbing these assets at current value and will generally lead to
further lowering prices in the general real- estate market."  CRMG
also suggested that a new board be appointed to run a
restructured HCU.

Mr. Harnarine however opposed the call for government bail out
stating that the board of directors should be allowed to pay off
its depositors and shareholders through divestment of the HCU
Financial Group of Companies.  Mr. Harnarine disclosed that
depositors and shareholders are owed US$210 million.

                       About Hindu Credit

Headquartered in Borough, Chaguanas, in Trinidad and Tobago, Hindu
Credit Union Co-Operative Society Limited (HCU) --
http://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
=================

GENERAL MOTORS: Analysts Worried Firm May Run Out of Cash
---------------------------------------------------------
Bill Vlasic at The New York Times reports that with vehicle sales
declining, analysts are concerned about the liquidity of General
Motors Corp. and Ford Motor Co. and their ability to finance
operations as their revenues decline and as they continue to eat
into cash reserves.

Dow Jones Newswires relates that as GM and Ford shares continue to
decline, concerns grew that the auto makers won't be able to turn
their operations around before running dangerously low on cash.  
Matthew Dolan and John Stoll at The Wall Street Journal report
that on Thursday, GM closed down 31%, or US$2.15, at US$4.76,
while
Ford dropped 22%, or 58 cents, to US$2.08, in New York Stock
Exchange composite trading.  WSJ states that GM ended the day with
a market value of US$3.9 billion, while Ford had a US$6 billion
market value.

According to Dow Jones, decline in the companies' domestic sales
aren't expected to improve in the near term.  

Dow Jones states that Gimme Credit high-yield analyst Shelly
Lombard wrote in a Thursday research note that Ford appears to
have enough liquidity between cash on hand and credit lines to
fund operations for nine to 12 quarters.  Dow Jones relates that
Ms. Lombard doubted Ford's long-term viability, saying that the
liquidity could evaporate soon as U.S. vehicle sales continue to
drop.

Dow Jones reports that Ford Chief Executive Alan Mulally said at
the Paris Auto Show that the company has the "appropriate amount"
of liquidity and that he will continue cutting production to meet
declining demand.  Investor Kirk Kerkorian, who owns a 6.5% stake
in Ford, has said he is willing to provide additional capital to
fund the company's restructuring, the report states.

                    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 on Aug. 5, 2008,
Fitch Ratings has 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: 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; portfolio deterioration at Ford Credit and heightened
concern regarding economic access to capital to support financing
requirements; and escalating commodity costs that will remain a
significant offset to cost reduction efforts.

                    About General Motors

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

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

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of US$15.4
billion over net sales and revenue of US$38.1 billion, compared to
a net income of US$891.0 million over net sales and revenue of
US$46.6 billion for the same period last year.


GENERAL MOTORS: Says Bankruptcy Not an Option
---------------------------------------------
The Wall Street Journal reports that General Motors Corp. has
denied that it is considering filing for bankruptcy.

Frank Ahrens at The Washington Post relates that the plunge in
GM's shares of stock spurred speculation that the company might be
edging towards bankruptcy.  Citing Standard & Poor's lead
automotive credit analyst Robert Schulz, Jeff Green and Greg
Bensinger at Bloomberg News report that GM may be forced into
bankruptcy, as "macro factors could overwhelm them at some point,"
even as the company vows to stick with its turnaround plans.

GM said in a statement on Friday, "Clearly, we face unprecedented
challenges related to uncertainty in the financial markets
globally and weakening economic fundamentals in many key markets.  
But bankruptcy protection is not an option GM is considering."

According to Reuters, Barclays Capital also cut its price target
for GM on Friday, saying that GM's cash needs were increasing due
to the risk of weaker global auto sales.  Reuters states that
Barclays analyst Brian Johnson said in a note for clients, "With
auto sales stalled in the (United States) and beginning to
contract in the rest of the world, we believe GM's cash needs are
increasing."

Mr. Johnson said that GM would need to raise US$10.3 billion to
maintain liquidity of US$14 billion through next year, up from his
earlier estimate of US$7.3 billion over the same period, Reuters
states.

WSJ relates that GM is expected to disclose more production
capacity reductions in the coming weeks, likely on closing plants
that stamp auto parts or build engines and transmissions.

                    About General Motors

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

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

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of US$15.4
billion over net sales and revenue of US$38.1 billion, compared to
a net income of US$891.0 million over net sales and revenue of
US$46.6 billion for the same period last year.


GENERAL MOTORS: Market Woes Cue S&P to Put 'B-' Rating on WatchNeg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on U.S.
automaker General Motors Corp., including the 'B-' long-term
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement reflects the rapidly weakening state of
most global automotive markets, along with capital market
conditions that will remain a serious challenge for the
foreseeable future," said Standard & Poor's credit analyst Robert
Schulz.  S&P also placed its ratings on GM's 49%-owned finance
affiliate GMAC LLC, including the 'B-' long-term counterparty
credit rating, on CreditWatch with negative implications.  At this
time, ratings on GMAC unit Residential Capital LLC
(CCC+/Negative/C) are not on CreditWatch.

S&P believes GM currently has adequate liquidity for at least the
rest of 2008 as measured by cash balances and available bank
facilities, but the accelerating deterioration in industry
fundamentals will be a serious challenge to liquidity during 2009.


PETROLEOS DE VENEZUELA: Biz Remains Strong, BCV Director Says
-------------------------------------------------------------
Armando Leon, one of the directors of the Central Bank of
Venezuela (BCV), said the situation of the Venezuelan state-owned
oil company Petróleos de Venezuela (Pdvsa) abroad is "extremely
strong," noting that Pdvsa's assets exceed US$100 billion, El
Universal reports.

According to the report, Mr. Leon expressed his personal view, by
saying that the Venezuelan economy is able to overcome the crisis,
provided that oil prices stay at US$80 per barrell and if China
and India maintain their demand.

In addition, the report says Mr. Leon sees domestic economy to
grow between 5 and 7 percent in 2009, despite the world financial
crisis.

Headquartered in Caracas, 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.


* VENEZUELA: Reports Int'l Reserves of US$39.3 Bil. as of Oct. 8
----------------------------------------------------------------
Venezuela's international reserves totaled US$39.354 billion on
Oct. 8, 2008, showing an increase of US$168 million or 0.42%,
compared to October 1, when the reserves stood at
US$39.186 billion, El Universal reports, citing the Central Bank
of Venezuela (BCV).

According to the report, of the total, US$38.527 billion are at
the BCV whereas US$827 million are deposited in the Macroeconomic
Stabilization Fund (FEM), created in 1998 with the goal of
avoiding that the fluctuation of the Venezuelan oil revenues
affect the fiscal, monetary and exchange rate balances.

The FEM, formerly called Investment Fund for Macroeconomic
Stabilization, is fed by the difference between the price of the
Venezuelan oil basket and the projection of oil prices established
by the National Assembly when preparing the national budget, El
Universal says.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 1, 2008, Standard & Poor's Ratings Services affirmed its 'BB-
/B' sovereign credit rating, BB- transfer & convertibility
assessment local currency rating and BB- senior unsecured rating
on the Bolivarian Republic of Venezuela.  S&P also said that the
outlook on Venezuela remains stable.

The TCR-LA reported on Sept. 23, 2008, that Moody's Investors
Service placed Venezuela's low-B foreign currency ratings on
review for possible upgrade.  Moody's said the outlook remains
stable for the government's B1 local currency debt rating.

The TCR-LA reported on May 9, 2008, that Fitch Ratings assigned
'BB-' long-term foreign currency issuer default ratings to the
Bolivarian Republic of Venezuela's international bond combined
offer -- 15-year, US$2 billion Eurobond (9% coupon) and 20-year,
US$2 billion Eurobond (9.25% coupon).  The ratings are in line
with Venezuela's foreign currency issuer default rating.  Fitch
said the rating outlook is negative.


* VENEZUELA: Accuses McDonald's of Tax Irregularities
-----------------------------------------------------
Venezuela shut Thursday last week all 115 restaurants of
McDonald's in the country for 48 hours as punishment for alleged
tax irregularities, Reuters reports.

According to Reuters, Venezuela, under President Hugo Chavez, has
raised taxes and often temporarily closes companies accused of
failing to pay.

Reuters relates Mr. Chavez earlier nationalized the Venezuelan
operations of U.S. oil companies, is engaged in an international
legal battle with Exxon Mobil over compensation for its assets and
recently temporarily closed the Venezuelan offices of Pepsi,
operated by a local food consortium.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 1, 2008, Standard & Poor's Ratings Services affirmed its 'BB-
/B' sovereign credit rating, BB- transfer & convertibility
assessment local currency rating and BB- senior unsecured rating
on the Bolivarian Republic of Venezuela.  S&P also said that the
outlook on Venezuela remains stable.

The TCR-LA reported on Sept. 23, 2008, that Moody's Investors
Service placed Venezuela's low-B foreign currency ratings on
review for possible upgrade.  Moody's said the outlook remains
stable for the government's B1 local currency debt rating.

The TCR-LA reported on May 9, 2008, that Fitch Ratings assigned
'BB-' long-term foreign currency issuer default ratings to the
Bolivarian Republic of Venezuela's international bond combined
offer -- 15-year, US$2 billion Eurobond (9% coupon) and 20-year,
US$2 billion Eurobond (9.25% coupon).  The ratings are in line
with Venezuela's foreign currency issuer default rating.  Fitch
said the rating outlook is negative.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                       Total
                                Shareholders       Total
                                      Equity       Assets        
Company             Ticker           (US$MM)      (US$MM)
-------             ------       ------------     -------
NOVA AMERICA SA     1NOVON BZ        (214.53)       24.63
NOVA AMERICA-PRF    1NOVPN BZ        (214.53)       24.63
IMPSAT FIBER NET    330902Q GR        (17.16)      535.01
TELECOMUNICA-ADR    81370Z BZ        (113.99)      143.31
ARTHUR LANGE SA     ALICON BZ         (13.92)       19.52
ARTHUR LANGE-PRF    ALICPN BZ         (13.92)       19.52
ARTHUR LANG-RT C    ARLA1 BZ          (13.92)       19.52
ARTHUR LANG-RC P    ARLA10 BZ         (13.92)       19.52
ARTHUR LAN-DVD C    ARLA11 BZ         (13.92)       19.52
ARTHUR LAN-DVD P    ARLA12 BZ         (13.92)       19.52
ARTHUR LANG-RT P    ARLA2 BZ          (13.92)       19.52
ARTHUR LANGE        ARLA3 BZ          (13.92)       19.52
ARTHUR LANGE-PRF    ARLA4 BZ          (13.92)       19.52
ARTHUR LANG-RC C    ARLA9 BZ          (13.92)       19.52
BOMBRIL             BMBBF US         (298.16)      278.65
BOMBRIL SA-ADR      BMBBY US         (298.16)      278.65
BOMBRIL SA-ADR      BMBPY US         (298.16)      278.65
BOMBRIL-RIGHTS      BOBR1 BZ         (298.16)      278.65
BOMBRIL-RGTS PRE    BOBR2 BZ         (298.16)      278.65
BOMBRIL             BOBR3 BZ         (298.16)      278.65
BOMBRIL-PREF        BOBR4 BZ         (298.16)      278.65
BOMBRIL CIRIO SA    BOBRON BZ        (298.16)      278.65
BOMBRIL CIRIO-PF    BOBRPN BZ        (298.16)      278.65
SOC COMERCIAL PL    CAD IX           (247.09)      139.57
SOC COMERCIAL PL    CADN SW          (247.09)      139.57
CAF BRASILIA        CAFE3 BZ         (543.59)       23.23
CAF BRASILIA-PRF    CAFE4 BZ         (543.59)       23.23
CONST A LINDEN      CALI3 BZ           (6.39)       34.39
CONST A LIND-PRF    CALI4 BZ           (6.39)       34.39
CAMBUCI SA          CAMB3 BZ          (27.32)      103.40
CAMBUCI SA-PREF     CAMB4 BZ          (27.32)      103.40
CAMBUCI SA          CAMBON BZ         (27.32)      103.40
CAMBUCI SA-PREF     CAMBPN BZ         (27.32)      103.40
COBRASMA            CBMA3 BZ       (1,686.13)       12.30
COBRASMA-PREF       CBMA4 BZ       (1,686.13)       12.30
TELEBRAS-PF RCPT    CBRZF US         (113.99)      143.30
CHIARELLI SA        CCHI3 BZ          (42.01)       25.67
CHIARELLI SA-PRF    CCHI4 BZ          (42.01)       25.67
CHIARELLI SA        CCHON BZ          (42.01)       25.67
CHIARELLI SA-PRF    CCHPN BZ          (42.01)       25.67
COBRASMA SA         COBRON BZ      (1,686.13)       12.30
COBRASMA SA-PREF    COBRPN BZ      (1,686.13)       12.30
SOC COMERCIAL PL    COME AR          (247.09)      139.57
COMERCIAL PLA-BL    COMEB AR         (247.09)      139.57
COMERCIAL PL-C/E    COMEC AR         (247.09)      139.57
COMERCIAL PLAT-$    COMED AR         (247.09)      139.57
CAFE BRASILIA SA    CSBRON BZ         (543.6)       23.23
CAFE BRASILIA-PR    CSBRPN BZ         (543.6)       23.23
SOC COMERCIAL PL    CVVIF US         (247.09)      139.57
DOCAS SA-RTS PRF    DOCA2 BZ           (4.51)      120.81
DOCA INVESTIMENT    DOCA3 BZ           (4.51)      120.81
DOCA INVESTI-PFD    DOCA4 BZ           (4.51)      120.81
DOCAS SA            DOCAON BZ          (4.51)      120.81
DOCAS SA-PREF       DOCAPN BZ          (4.51)      120.81
ESTRELA SA          ESTR3 BZ           (49.41)      71.22
ESTRELA SA-PREF     ESTR4 BZ           (49.41)      71.22
ESTRELA SA          ESTRON BZ          (49.41)      71.22
ESTRELA SA-PREF     ESTRPN BZ          (49.41)      71.22
FABRICA RENAUX      FRNXON BZ          (29.96)      79.56
FABRICA RENAUX-P    FRNXPN BZ          (29.96)      79.56
FABRICA TECID-RT    FTRX1 BZ           (29.96)      79.56
FABRICA RENAUX      FTRX3 BZ           (29.96)      79.56
FABRICA RENAUX-P    FTRX4 BZ           (29.96)      79.56
TECEL S JOSE        FTSJON BZ          (22.07)      46.95
TECEL S JOSE-PRF    FTSJPN BZ          (22.07)      46.95
CIMOB PARTIC SA     GAFON BZ           (38.35)      58.06
CIMOB PARTIC SA     GAFP3 BZ           (38.35)      58.06
CIMOB PART-PREF     GAFP4 BZ           (38.35)      58.06
CIMOB PART-PREF     GAFPN BZ           (38.35)      58.06
GAZOLA-RCPT PREF    GAZO10 BZ          (27.59)       9.36
GAZOLA SA-DVD CM    GAZO11 BZ          (27.59)       9.36
GAZOLA SA-DVD PF    GAZO12 BZ          (27.59)       9.36
GAZOLA              GAZO3 BZ           (27.59)       9.36
GAZOLA-PREF         GAZO4 BZ           (27.59)       9.36
GAZOLA-RCPTS CMN    GAZO9 BZ           (27.59)       9.36
GAZOLA SA           GAZON BZ           (27.59)       9.36
GAZOLA SA-PREF      GAZPN BZ           (27.59)       9.36
HAGA                HAGA3 BZ           (69.83)      14.18
FER HAGA-PREF       HAGA4 BZ           (69.83)      14.18
FERRAGENS HAGA      HAGAON BZ          (69.83)      14.18
FERRAGENS HAGA-P    HAGAPN BZ          (69.83)      14.18
HERCULES SA         HERTON BZ         (157.23)      27.94
HERCULES SA-PREF    HERTPN BZ         (157.23)      27.94
HERCULES            HETA3 BZ          (157.23)      27.94
HERCULES-PREF       HETA4 BZ          (157.23)      27.94
DOC IMBITUBA-RTC    IMBI1 BZ           (15.70)     170.83
DOC IMBITUBA-RTP    IMBI2 BZ           (15.70)     170.83
DOC IMBITUBA        IMBI3 BZ           (15.70)     170.83
DOC IMBITUB-PREF    IMBI4 BZ           (15.70)     170.83
DOCAS IMBITUBA      IMBION BZ          (15.70)     170.83
DOCAS IMBITUB-PR    IMBIPN BZ          (15.70)     170.83
IMPSAT FIBER-CED    IMPT AR            (17.17)     535.01
IMPSAT FIBER-BLK    IMPTB AR           (17.17)     535.01
IMPSAT FIBER-C/E    IMPTC AR           (17.17)     535.01
IMPSAT FIBER-$US    IMPTD AR           (17.17)     535.01
IMPSAT FIBER NET    IMPTQ US           (17.17)     535.01
CONST A LINDEN      LINDON BZ           (6.39)      34.39
CONST A LIND-PRF    LINDPN BZ           (6.39)      34.39
MINUPAR             MNPR3 BZ           (19.11)     106.54
MINUPAR-PREF        MNPR4 BZ           (19.11)     106.54
MINUPAR SA          MNPRON BZ          (19.11)     106.54
MINUPAR SA-PREF     MNPRPN BZ          (19.11)     106.54
WETZEL SA           MWELON BZ           (8.62)      88.58
WETZEL SA-PREF      MWELPN BZ           (8.62)      88.58
WETZEL SA           MWET3 BZ            (8.62)      88.58
WETZEL SA-PREF      MWET4 BZ            (8.62)      88.58
NOVA AMERICA SA     NOVA3 BZ          (214.53)      24.62
NOVA AMERICA-PRF    NOVA4 BZ          (214.53)      24.62
NOVA AMERICA SA     NOVAON BZ         (214.53)      24.62
NOVA AMERICA-PRF    NOVAPN BZ         (214.53)      24.62
TELEBRAS-CEDE BL    RCT4B AR          (113.99)     143.31
TELEBRAS-CED C/E    RCT4C AR          (113.99)     143.31
TELEBRAS-CEDEA $    RCT4D AR          (113.99)     143.31
TELEBRAS-RTS CMN    RCTB1 BZ          (113.99)     143.31
TELEBRAS-RTS PRF    RCTB2 BZ          (113.99)     143.31
TELEBRAS-CM RCPT    RCTB30 BZ         (113.99)     143.31
TELEBRAS-CM RCPT    RCTB31 BZ         (113.99)     143.31
TELEBRAS-CM RCPT    RCTB32 BZ         (113.99)     143.31
TELEBRAS-RCT        RCTB33 BZ         (113.99)     143.31
TELEBRAS-CEDE PF    RCTB4 AR          (113.99)     143.31
TELEBRAS-PF RCPT    RCTB40 BZ         (113.99)     143.31
TELEBRAS-PF RCPT    RCTB41 BZ         (113.99)     143.31
TELEBRAS-PF RCPT    RCTB42 BZ         (113.99)     143.31
TEXTEIS RENAUX      RENXON BZ           (79.9)      53.28
TEXTEIS RENAUX      RENXPN BZ           (79.9)      53.28
TELEBRAS-ADR        RTB US            (113.99)     143.31
SOC COMERCIAL PL    SCDPF US          (247.09)     139.57
SCHLOSSER SA        SCHON BZ           (55.96)      28.65
SCHLOSSER SA-PRF    SCHPN BZ           (55.96)      28.65
SCHLOSSER           SCLO3 BZ           (55.96)      28.65
SCHLOSSER-PREF      SCLO4 BZ           (55.96)      28.65
COMERCIAL PL-ADR    SCPDS LI          (247.09)     139.57
TECEL S JOSE        SJOS3 BZ           (22.07)      46.95
TECEL S JOSE-PRF    SJOS4 BZ           (22.07)      46.95
SANSUY              SNSY3 BZ           (35.49)     132.20
SANSUY-PREF A       SNSY5 BZ           (35.49)     132.20
SANSUY-PREF B       SNSY6 BZ           (35.49)     132.20
SANSUY SA-PREF A    SNSYAN BZ          (35.49)     132.20
SANSUY SA-PREF B    SNSYBN BZ          (35.49)     132.20
SANSUY SA           SNSYON BZ          (35.49)     132.20
TELEBRAS-PF RCPT    TBAPF US          (113.99)     143.31
TELEBRAS-ADR        TBAPY US          (113.99)     143.31
TELEBRAS SA         TBASF US          (113.99)     143.31
TELEBRAS-ADR        TBASY US          (113.99)     143.31
TELEBRAS-ADR        TBH US            (113.99)     143.31
TELEBRAS/W-I-ADR    TBH-W US          (113.99)     143.31
TELEBRAS-ADR        TBRAY GR          (113.99)     143.31
TELEBRAS-CM RCPT    TBRTF US          (113.99)     143.31
TELEBRAS-ADR        TBX GR            (113.99)     143.31
TELEBRAS-RTS CMN    TCLP1 BZ          (113.99)     143.31
TEKA                TEKA3 BZ          (257.44)     332.91
TEKA-PREF           TEKA4 BZ          (257.44)     332.91
TEKA                TEKAON BZ         (257.44)     332.91
TEKA-PREF           TEKAPN BZ         (257.44)     332.91
TEKA-ADR            TEKAY US          (257.44)     332.91
TELEBRAS-CED C/E    TEL4C AR          (113.99)     143.31
TELEBRAS-CEDEA $    TEL4D AR          (113.99)     143.31
TELEBRAS-COM RTS    TELB1 BZ          (113.99)     143.31
TELEBRAS-RCT PRF    TELB10 BZ         (113.99)     143.31
TELEBRAS SA         TELB3 BZ          (113.99)     143.31
TELEBRAS-BLOCK      TELB30 BZ         (113.99)     143.31
TELEBRAS-CEDE PF    TELB4 AR          (113.99)     143.31
TELEBRAS SA-PREF    TELB4 BZ          (113.99)     143.31
TELEBRAS-PF BLCK    TELB40 BZ         (113.99)     143.31
TELEBRAS-CM RCPT    TELE31 BZ         (113.99)     143.31
TELEBRAS-PF RCPT    TELE41 BZ         (113.99)     143.31
TEKA-PREF           TKTPF US          (257.44)     332.91
TEKA-ADR            TKTPY US          (257.44)     332.91
TEKA                TKTQF US          (257.44)     332.91
TEKA-ADR            TKTQY US          (257.44)     332.91
TELEBRAS SA         TLBRON BZ         (113.99)     143.31
TELEBRAS SA-PREF    TLBRPN BZ         (113.99)     143.31
TELEBRAS-RECEIPT    TLBRUO BZ         (113.99)     143.31
TELEBRAS-PF RCPT    TLBRUP BZ         (113.99)     143.31
TELEBRAS-RTS PRF    TLCP2 BZ          (113.99)     143.31
TECTOY-RTS/3        TOYB1 BZ            (3.62)      22.57
TECTOY-RCT PREF     TOYB10 BZ           (3.62)      22.57
TECTOY-PF-RTS5/6    TOYB11 BZ           (3.62)      22.57
TECTOY-RCPT PF B    TOYB12 BZ           (3.62)      22.57
TECTOY-BONUS RTS    TOYB13 BZ           (3.62)      22.57
TECTOY              TOYB3 BZ            (3.62)      22.57
TECTOY-PREF         TOYB4 BZ            (3.62)      22.57
TEC TOY SA-PREF     TOYB5 BZ            (3.62)      22.57
TEC TOY SA-PF B     TOYB6 BZ            (3.62)      22.57
TECTOY-RCT ORD      TOYB9 BZ            (3.62)      22.57
TECTOY SA           TOYBON BZ           (3.62)      22.57
TECTOY SA-PREF      TOYBPN BZ           (3.62)      22.57
TEC TOY SA-PREF     TOYDF US            (3.62)      22.57
TEXTEIS RENAUX      TXRX3 BZ            (79.9)      53.28
TEXTEIS RENAU-PF    TXRX4 BZ            (79.9)      53.28
VARIG SA            VAGV3 BZ        (4,523.46)     823.49
VARIG SA-PREF       VAGV4 BZ        (4,523.46)     823.49
VARIG SA            VARGON BZ       (4,523.46)     823.49
VARIG SA-PREF       VARGPN BZ       (4,523.46)     823.49
FER C ATL-RCT PF    VSPT10 BZ          (59.03)   1,284.55
FERROVIA CEN-DVD    VSPT11 BZ          (59.03)   1,284.55
FERROVIA CEN-DVD    VSPT12 BZ          (59.03)   1,284.55
FER c ATLANT        VSPT3 BZ           (59.03)   1,284.55
FER C ATLANT-PRF    VSPT4 BZ           (59.03)   1,284.55
FER C ATL-RCT CM    VSPT9 BZ           (59.03)   1,284.55
WIEST               WISA3 BZ           (66.01)      33.42
WIEST-PREF          WISA4 BZ           (66.01)      33.42
WIEST SA            WISAON BZ          (66.01)      33.42
WIEST SA-PREF       WISAPN BZ          (66.01)      33.42
IMPSAT FIBER NET    XIMPT SM           (17.16)     535.01


                            ***********

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

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

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

                            ***********


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

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

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

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

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

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


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