TCRLA_Public/061117.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Friday, November 17, 2006, Vol. 7, Issue 229

                          Headlines

A R G E N T I N A

COMPANIA LATINOAMERICANA: S&P Assigns B- Corporate Credit Rating
FERRO CORP: Files Three Quarters of 2005 Financial Reports
KF SRL: Feb. 2 Is Deadline for Verification of Proofs of Claim
MACON SERVICE: Verification of Proofs of Claim Is Until March 22
SECRET SA: Trustee Verifies Proofs of Claim Until Feb. 9

SEGAS SA: Deadline for Verification of Claims Is Set for Feb. 13
SUCESION DE ELSA: Claims Verification Deadline Is on Feb. 13
WENDY'S INT'L: Franchisee Community Supports K. Anderson as CEO

* PROVINCE OF CHACO: Moody's Releases Joint Default Analysis
* PROVINCE OF FORMOSA: Moody's Releases Joint Default Analysis
* PROVINCE OF MENDOZA: Moody's Releases Joint Default Analysis
* SANTIAGO DEL ESTERO: Moody's Releases Joint Default Analysis

A R U B A

JETBLUE AIRWAYS: Begins Second Nonstop Saturday Flight to Aruba
JETBLUE AIRWAYS: Names Trey Urbahn as Executive Vice President

B A H A M A S

COMPLETE RETREATS: LPP Mortgage to Undergo Rule 2004 Exam
VAVASSEUR CORP.: Last Day to File Proofs of Claim Is on Dec. 1

B E R M U D A

BRUNSWICK COMPANY: Shareholders' First Meeting Is on Nov. 20
BRUNSWICK COMPANY: Creditor's First Meeting Is Set for Nov. 20
CAMERON FINANCIAL: Filing of Proofs of Claim Is Until Today
MAN STREAM: Proofs of Claim Filing Is Until Today
REX RE: Creditors Have Until Today to File Proofs of Claim

SEA CONTAINERS: Taps Sidley Austin as Bankruptcy Counsel
SEA CONTAINERS: U.S. Trustee Appoints 7-Member Creditors Panel
WARNER CHILCOTT: Incurs US$73.9MM Net Loss in Third Quarter 2006

B R A Z I L

BUNGE LTD: S&P Assigns BB Rating on US$500-Mln Preference Shares
COMPANHIA ENERGETICA: Posts BRL91.3MM First Nine-Month Net Loss
CIA SIDERURGICA: Names Designees for New Wheeling-Pitt Board
DURA AUTOMOTIVE: Nasdaq to Delist Common Stock & Securities
FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to BB+

PETROLEO BRASILEIRO: Disclosing Commercially Feasible Fields
PETROLEO BRASILEIRO: Mulling Natural Gas Price Hike
REMY INT'L: Sept. 30 Balance Sheet Upside-Down by US$345 Million
USINAS SIDERURGICA: Sees Drop in Export Prices for Steel

* CITY OF CURITIBA: Moody's Releases Joint Default Analysis
* CITY OF RIO DE JANEIRO: Moody's Issues Joint Default Analysis
* STATE OF CEARA: Moody's Releases Joint Default Analysis
* STATE OF MINAS GERAIS: Moody's Releases Joint Default Analysis
* STATE OF SAO PAULO: Moody's Releases Joint Default Analysis

C A Y M A N   I S L A N D S

BELLEROPHON GLOBAL: Filing of Proofs of Claim Is Until Nov. 21
CHINA WALDEN MANAGEMENT: Claims Filing Deadline Is on Nov. 21
CHINA WALDEN VENTURE: Proofs of Claim Must be Filed by Nov. 21
MUTUAL FUND (2): Final Shareholders Meeting Is Set for Nov. 20
MUTUAL FUND (4): Last Sahreholders Meeting Is Set for Nov. 20

PRODUCAYMAN: Deadline for Proofs of Claim Filing Is on Nov. 21
SAPIC 98 (B-I): Shareholders Gather for Final Meeting on Nov. 20
SAPIC 98 (22): Shareholders Convene for Final Meeting on Nov. 20
SCOTTISH RE: Likely Notes' Default Prompts S&P to Junk Ratings
TORNADO FUNDING: Last Day to File Proofs of Claim Is on Nov. 20

WALDEN CHINA: Proofs of Claim Filing Deadline Is Set for Nov. 21

C H I L E

AES CORP: Submits Bids for Coal & Biomass Facility Construction
BLOCKBUSTER: Inks Exclusive Rental Rights Pact with Weinstein Co

C O S T A   R I C A

GNC CORP: Parent Prices Tender Offer of US$425MM Sr. PIK Notes

D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Charges Against Financier Exaggerated

E L   S A L V A D O R

* EL SALVADOR: Finishing Dry Canal Project with Honduras by 2009

G U A T E M A L A

INTERPUBLIC GROUP: Moody's Rates US$400MM 4.25% Sr. Notes at Ba3

H O N D U R A S

* HONDURAS: Completing Canal Project with El Salvador by 2009

J A M A I C A

* JAMAICA: Funds from European Union Will be Delayed

M E X I C O

DELTA AIR: Union & Pilot Groups React to Merger with US Airways
DELTA AIR: US Airways Proposes Merger with Airline
DELTA AIR: Will Review Merger Offer from US Airways
ENESCO GROUP: Posts US$5.5MM Net Loss for Quarter Ended Sept. 30
FORD MOTOR: DBRS Says Fin'l Restatement Has No Material Impact

GENERAL MOTORS: Denies Plan to Give Avtovaz Joint Venture Stake
GENERAL MOTORS: S&P Rates Proposed US$1.5 Bil. Senior Loan at B+
GMAC LLC: Moody's Expects to Confirm Ba1 Rating on GM's Closing
GRUPO MEXICO: Antitrust Agency Explains Rail Merger Rejection
HERBALIFE LTD: Reports Strong Sales Growth in 3rd Quarter 2006

PORTRAIT CORP: Judge Hardin Sets Nov. 28 as Claims Bar Date
PORTRAIT CORP: Hires Mesirow as Restructuring Accountants
SERVICIOS Y: S&P Says CCC Rating Shows Structural Subordination
VISTEON: Seeks Add'l US$100 Mil. Term Loan to Enhance Liquidity

P E R U

* PERU: State Oil Firm Reduces Prices of Gasoline

P U E R T O   R I C O

ADELPHIA COMMS: Chicago Partners Can Provide Consulting Services
ADELPHIA COMMUNICATIONS: Court Approves Comcast JV Settlement
BURGER KING: Retires Additional US$15 Million Debt
DORAL FIN'L: Retains Bear Stearns & JPMorgan as Fin'l Advisors
HORNBECK OFFSHORE: Closes Offering of US$220MM Convertible Notes

HORNBECK OFFSHORE: Moody's Holds Low-B Ratings with Neg. Outlook
LB COMMERCIAL: Moody's Holds Junk Ratings on Two Certificates
MUSICLAND HOLDING: Panel Wants to Recover Fraudulent Transfers
MUSICLAND HOLDING: Walks Away from Calhoun Beach Lease Contract
ORIENTAL FINANCIAL: Increasing Mortgage Loan Market Share

PEP BOYS: Third Quarter 2006 Sales Reach 0.9% to US$550 Mil.
PILGRIM'S PRIDE: Incurs US$7.5MM Fourth Quarter 2006 Net Loss
RENT-A-CENTER: Completes Acquisition of Rent-Way
SIMMONS BEDDING: Acquires Simmons Canada from SCI for CAD136.8MM

T R I N I D A D   &   T O B A G O

DIGICEL LTD: May Raise Up to US$2.5 Billion to Fund US Entry
DIGICEL: Deploys NMS' AccessGate to Improve Backhaul Performance

U R U G U A Y

* URUGUAY: Private Sector Banks Post UYU1.64B 10-Month Profit
* URUGUAY: IFC & MIGA Board Orion Pulp Mill Discussion Delayed

V E N E Z U E L A

CITGO PETROLEUM: Sued for Anticompetitive Price Fixing of Prods.
PETROLEOS DE VENEZUELA: SNC-Lavalin Designing Upgrading Unit

* VENEZUELA: Seniat Drops US$6 Million in Back Taxes on Eni
* IDB Supports Transparency in Infrastructure Projects in LatAm


                         - - - - -


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


COMPANIA LATINOAMERICANA: S&P Assigns B- Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term corporate
credit rating to Argentina-based holding company Compania Latinoamericana de
Infraestructura & Servicios S.A. aka Clisa.  At the same time, Standard &
Poor's assigned a 'B-' senior unsecured debt rating to Clisa's upcoming
issuance of US$15 million two-year amortizing bonds.  The outlook on the
corporate credit rating is stable.

The issue is jointly and severally guaranteed by Clisa's subsidiaries Benito
Roggio e Hijos S.A. and Cliba Ingenieria Ambiental S.A., which averts
notching down for structural subordination. Proceeds will be used mainly to
finance working capital needs and cancel some financial obligations.
Standard & Poor's expects to confirm ratings on the bonds once the final
terms and conditions are announced.

"The ratings on Clisa reflect the risks associated with the heavy dependence
on the condition of the Argentine economy and on large government clients,
the exposure to foreign currency mismatch risks (as about half of
consolidated debt is dollar denominated while almost all cash generation is
in Argentine pesos), and the relatively limited financial flexibility," said
Standard & Poor's credit analyst Pablo Lutereau.

In addition, Clisa faces the challenges related to the contract
renegotiation of its subway concession contract, in light of tariff freezes
and pesification since 2002.  This unit currently depends on subsidies
granted by the government to operate given the significant increases in
operating costs.

Argentina-based Clisa is a holding company owned by Roggio S.A. mainly
devoted to the construction and mass transportation segments (through its
concession to operate the subway system in Buenos Aires, the largest and
wealthiest city in the country), which represented almost all EBITDA
generation in the fiscal year ended June 2006.  In addition, the company
also participates in toll roads (through subsidiaries that are registered at
equity value) and waste management.  In September 2006, Clisa announced the
acquisition from Roggio S.A. (its parent company) of Benito Roggio Ambiental
S.A., which in turn owns 95% of Cliba.  Standard & Poor's does not expect
this operation to result in a cash disbursement for Clisa.

Despite the decline in debt after the restructuring concluded in 2003 and
subsequent debt reductions, Clisa presents an aggressive and weak financial
profile given the volatility of its profitability and cash flow generation,
its exposure to foreign currency mismatch risks (as about 43% of
consolidated debt as of September 2006 was dollar denominated while almost
all cash generation was in Argentine pesos), and certain interdependence
with its shareholder financial policy and funding needs (leading to fund
streaming to Roggio generally under intercompany loans).

While Standard & Poor's doesn't expect volatility to abate, a focus on more
profitable engineering and construction projects and higher diversification
after the incorporation of Cliba's business should somewhat mitigate that
risk.  In fact, consolidated margins should initially decline after the
incorporation of the new waste management business, but this should improve
as more contracts are renegotiated with public counterparties.

The stable outlook reflects our expectations that Clisa should gradually
consolidate its business and financial profile in light of relatively more
favorable perspectives for the development of infrastructure works and
assuming continued subsidies in the mass transportation unit.  The ratings
could benefit from consistent consolidation of the company's financial
profile.  In contrast, the ratings could come under pressure under a
significant deterioration in economic conditions and as a result of an
unfavorable renegotiation of its subway operations contract.


FERRO CORP: Files Three Quarters of 2005 Financial Reports
----------------------------------------------------------
Ferro Corp. has now submitted its 2005 reports on Form 10-Q for the quarters
ending March 31, June 30 and Sept. 30, 2005, to the U.S. Securities and
Exchange Commission.

The Company's Statement of Operations showed:

                               For the period ended

                     Quarter        Quarter      Quarter
                     03/31/06       06/30/06     09/30/06
                   -----------     ---------    ----------
Revenue           US$461,674,000  US$496,626,000  US$466,116,000

Net (Loss)         (US$65,000)     (US$154,000)   (US$6,850,000)

The Company's Balance Sheet showed:

                               For the period ended

                       Quarter        Quarter        Quarter
                       03/31/06       06/30/06       09/30/06
                       --------       --------       --------
Current Assets    US$640,453,000  US$643,089,000 US$626,011,000

Total Assets  US$1,740,891,000 US$1,719,239,000 US$1,698,818,000

Current
Liabilities       US$402,457,000  US$383,856,000 US$375,031,000

Total
Liabilities   US$1,213,911,000 US$1,207,523,000 US$1,186,508,000

Total
Stockholders'
Equity (Deficit)(US$504,923,000)(US$490,310,000) US$491,377,000)

Full-text copies of the company's financial statements are available for
free at:

   First quarter ended
   March 31, 2005         http://researcharchives.com/t/s?1522

   Second quarter ended
   June 30, 2006          http://researcharchives.com/t/s?1523

   Third quarter ended
   Sept. 30, 2006         http://researcharchives.com/t/s?1524

With the completion of the 2005 financial filings, the Company will then
focus on the completion of its Form 10-Q filings for the first three
quarters of 2006, and expects to file these reports with the SEC by the end
of 2006.

                       About Ferro Corp

Headquartered in Cleveland, Ohio, Ferro Corp. -- http://www.ferro.com/--  
supplies technology-based performance materials for manufacturers.  Ferro
materials enhance the performance of products in a variety of end markets,
including electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and industrial
products.  The Company has approximately 6,800 employees globally.  The
Company has approximately 6,800
employees globally.  In Latin America, the company has
operations in Argentina, Brazil, Mexico and Venezuela.

                        *    *    *

Standard & Poor's Ratings Services' 'B+' long-term corporate credit and 'B'
senior unsecured debt ratings on Ferro Corp. remains on CreditWatch with
negative implications, where they were placed Nov. 18, 2005.


KF SRL: Feb. 2 Is Deadline for Verification of Proofs of Claim
--------------------------------------------------------------
Maria del Carmen Amandule, the court-appointed trustee for KF SRL's
bankruptcy proceeding, will verify creditors' proofs of claim until Feb. 2,
2007.

Under the Argentine bankruptcy law, Ms. del Carmen Amndule is required to
present the validated claims in court as individual reports.  Court No. 8 in
Buenos Aires will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and challenges raised
by KF SRL and its creditors.

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

Ms. del Carmen Amandule will also submit a general report that contains an
audit of KF SRL's accounting and banking records.  The report submission
dates have not been disclosed.

KF SRL was forced into bankruptcy at the behest of Alberto D Angelo, whom it
owes ARS40,374.14.

Clerk No. 16 assists the court in the proceeding.

The debtor can be reached at:

          KF SRL
          Avenida del Libertador
          Buenos Aires, Argentina

The trustee can be reached at:

          Maria del Carmen Amandule
          Urquiza 1133
          Buenos Aires, Argentina


MACON SERVICE: Verification of Proofs of Claim Is Until March 22
----------------------------------------------------------------
Estudio Biegas, Brener, Casal, the court-appointed trustee for Macon Service
SRL's reorganization proceeding, will verify creditors' proofs of claim
until March 22, 2007.

Under the Argentine bankruptcy law, the trustee is required to present the
validated claims in court as individual reports.  Court No. 7 in Buenos
Aires will determine if the verified claims are admissible, taking into
account the trustee's opinion and the objections and challenges raised by
Macon Service and its creditors.

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

The trustee will also submit a general report that contains an audit of
Macon Service's accounting and banking records.  The report submission dates
have not been disclosed.

On March 11, 2008, Macon Service's creditors will vote on a settlement plan
that the company will lay on the table.

Clerk No. 13 assists the court in the proceeding.

The debtor can be reached at:

          Macon Service SRL
          Viamonte 2982
          Buenos Aires, Argentina

The trustee can be reached at:

          Estudio Biegas, Brener, Casal
          Uruguay 469
          Buenos Aires, Argentina


SECRET SA: Trustee Verifies Proofs of Claim Until Feb. 9
--------------------------------------------------------
Beatriz Susana Stachesky, the court-appointed trustee for Secret SA's
bankruptcy case, verifies creditors' proofs of claim until Feb. 9, 2007.

Ms. Stachesky will present the validated claims in court as individual
reports on March 23, 2007.  A court in Buenos Aires will determine if the
verified claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Secret SA and its creditors.

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

A general report that contains an audit of Secret SA's accounting and
banking records will follow on May 23, 2007.

Ms. Stachesky is also in charge of administering Secret SA's assets under
court supervision and will take part in their disposal to the extent
established by law.

The debtor can be reached at:

          Secret SA
          Avenida de Mayo 1324
          Buenos Aires, Argentina

The trustee can be reached at:

          Beatriz Susana Stachesky
          Avenida Cordoba 817
          Buenos Aires, Argentina


SEGAS SA: Deadline for Verification of Claims Is Set for Feb. 13
----------------------------------------------------------------
Roberto Jose Gaztelu, the court-appointed trustee for Segas SA's bankruptcy
case, will verify creditors' proofs of claim until Feb. 13, 2007.

Mr. Gaztelu will present the validated claims in court as individual reports
on Apr. 10, 2007.  A court in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion and the
objections and challenges raised by Segas and its creditors.

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

A general report that contains an audit of Segas' accounting and banking
records will follow on May 23, 2007.

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

The trustee can be reached at:

          Robert Jose Gaztelu
          Uruguay 660
          Buenos Aires, Argentina


SUCESION DE ELSA: Claims Verification Deadline Is on Feb. 13
------------------------------------------------------------
Fernando Altare, the court-appointed trustee for Sucesion de Elsa Josefa
Bernardini's insolvency case, will verify creditors' proofs of claim until
Feb. 13, 2007.

Under the Argentine bankruptcy law, the trustee is required to present the
validated claims in court as individual reports.  Court No. 14 in Buenos
Aires will determine if the verified claims are admissible, taking into
account the trustee's opinion and the objections and challenges raised by
Sucesion de Elsa and its creditors.

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

The trustee will also submit a general report that contains an audit of
Sucesion de Elsa's accounting and banking records.  The report submission
dates have not been disclosed.

On Nov. 9, 2007, Sucesion de Elsa's creditors will vote on a settlement plan
that the company will lay on the table.

Clerk No. 28 assists the court in the proceeding.

The debtor can be reached at:

          Sucesionde Elsa Josefa Bernardini
          Rosario 360
          Buenos Aires, Argentina

The trustee can be reached at:

          Fernando Altare
          Piedras 53
          Buenos Aires, Argentina


WENDY'S INT'L: Franchisee Community Supports K. Anderson as CEO
---------------------------------------------------------------
The leaders of Wendy's franchisee community voiced their support for Kerrii
Anderson, who was named last week as president and chief executive officer
of Wendy's International.

Ms. Anderson, who had been serving in the role on an interim basis since
April, was unanimously selected by Wendy's Board of Directors.

Wendy's more than 450 North American franchisees are represented by three
committees.  These committees include:

   -- Franchisee Advisory Council (FAC), which provides input
      on operational issues;

   -- Wendy's National Advertising Program (WNAP), which
      administers funds collected for national advertising
      production and media support; and

   -- Wendy's Canadian Advertising Program (WCAP), which
      represents Canadian franchisees on marketing, operations
      and other issues.

About 80 percent of Wendy's 6,300 restaurants in North America are
franchised.

Speaking on behalf the organization's trustees, FAC President Mark Behm
said, "Kerrii has demonstrated that she understands the importance of
relentlessly focusing on restaurant operations and the way we serve our
customers.  We believe Kerrii will help revitalize the Wendy's brand and
make us a stronger, more united system."

Mr. Behm added that Ms. Anderson's appointment of Dave Near, who is a
franchisee and experienced restaurant operator, to the role of chief
operations officer, has been well-received by the Wendy's franchise
community.  "With Kerrii and Dave's leadership, our sales have increased
over the last six months, and we believe we are on the right path to
strengthen store margins and profitability," Mr. Behm said.

WNAP President Mike Dell'Angelo and WCAP President Mark Torchia also voiced
their support for Anderson.  "We have seen significant improvements in both
the menu development process and in the impact and clarity of our marketing
messages under our new leadership," said Dell'Angelo.  "We still have work
to do, but our sales results over the past six months speak to the fact that
our marketing efforts are beginning to resonate with our core consumers."

"Kerrii has made a concerted effort to reach out to Wendy's franchisees and
to listen to our issues and concerns," Mr. Torchia said.  "She has been
actively involved, and we look forward to working together as business
partners with the new leadership team to further improve our store profits."

Headquartered in Dublin, Ohio, Wendy's International Inc. --
http://www.wendysintl.com/-- and its subsidiaries engage in the operation,
development, and franchising of a system of quick service and fast casual
restaurants in the United States, Canada, Mexico, Argentina, among others.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for Wendy's
International Inc.

Additionally, Moody's held its Ba2 ratings on the company's US$200 million
6.25% Senior Unsecured Notes Due 2011 and US$225 million 6.2% Senior
Unsecured Notes Due 2014.  Moody's assigned the debentures an LGD4 rating
suggesting noteholders will experience a 54% loss in the event of default.


* PROVINCE OF CHACO: Moody's Releases Joint Default Analysis
------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the Province of Chaco's debt rating at Ca and D.ar, with a stable
outlook.

The rating is based on a BCA of 20, stemming from the province's continuing
default and expected loss to bondholders.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* PROVINCE OF FORMOSA: Moody's Releases Joint Default Analysis
--------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the Province of Formosa's debt rating at Ca and D.ar, with a stable
outlook.

The rating is based on a BCA of 20, stemming from the province's continuing
default and expected loss to bondholders.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* PROVINCE OF MENDOZA: Moody's Releases Joint Default Analysis
--------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the Province of Mendoza's foreign currency ratings for bondsm due
September 2018 at B2 and Aa3.ar, with a stable outlook.

The ratings are constrained by Argentina's foreign currency ceiling and
based on domestic currency issuer ratings assigned at B1/Aa3.ar reflecting:

   -- a BCA of 14,
   -- B3 rating on the Government of Argentina,
   -- 5% probability of support, and
   -- 70% default dependence.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* SANTIAGO DEL ESTERO: Moody's Releases Joint Default Analysis
--------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the Province of Santiago del Estero's issuer rating at Caa3 and
D.ar, with a stable outlook.

The rating is based on a BCA of 19, stemming from the province's continuing
default and the expected loss to bondholders

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.




==========
A R U B A
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JETBLUE AIRWAYS: Begins Second Nonstop Saturday Flight to Aruba
---------------------------------------------------------------
JetBlue Airways launches additional flights to the island of Aruba.  The
airline will begin a second nonstop flight every Saturday from New York's
John F. Kennedy International Airport to Aruba beginning Dec. 2, 2006.  The
second Saturday flight will be a permanent addition to the airline's
schedule and will complement the existing daily nonstop service to the
Caribbean island that began Sept. 15, 2006.

In addition, JetBlue is adding a second daily nonstop flight from New
York/JFK to Aruba for the holidays.  To support high customer demand for
low-cost flights to the tropical island, the airline's second daily flight
will be effective from Dec. 21, 2006, through Jan. 7, 2007.

"We are extremely pleased with the demand for low-cost flights to Aruba,"
said David Neeleman, CEO and Founder of JetBlue Airways.  "After only two
months of service on this route with one daily flight, it has become clear
that more flights will benefit the many visitors who desire to travel to
this tropical paradise. We look forward to making that possible with our
additional Saturday and holiday service."

"JetBlue's ability to make travel simple has been welcomed by visitors to
Aruba; instead of coming once or twice, now they can afford that extra third
or fourth trip a year," said Minister of Tourism and Transportation, Edison
Briesen.

Based in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger
air transportation services primarily in the United States.  As
of Feb. 14, 2006, the Company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The Company also provides
in-flight entertainment systems for commercial aircraft,
including live in-seat satellite television, digital satellite
radio, wireless aircraft data link service, and cabin
surveillance systems and Internet services, through its wholly
owned subsidiary, LiveTV, LLC.

                        *    *    *

Fitch Ratings downgraded on Sept. 17, 2006, the debt ratings of
JetBlue Airways Corp. as:

   -- Issuer Default Rating to 'B' from 'B+'; and
   -- Senior unsecured convertible notes to 'CCC/RR6' from
      'B-/RR6.'

This action affects approximately US$425 million of outstanding
debt.  Fitch said the rating outlook for JetBlue is 'Stable.'


JETBLUE AIRWAYS: Names Trey Urbahn as Executive Vice President
--------------------------------------------------------------
JetBlue Airways appointed Trey Urbahn to the position of Executive Vice
President, Chief Revenue Officer, effective immediately.  Mr. Urbahn will be
responsible for the low-fare airline's Revenue Management, Route Planning,
Marketing and Sales performance, and will report to JetBlue CEO David
Neeleman.

"Trey's expertise in the field of revenue optimization, combined with his
entrepreneurial spirit and track record of success will help JetBlue keep
and grow our competitive position," said Mr. Neeleman. "Our airline will
have grown to 50 destinations by the time we turn seven years old.  With
Trey joining us, our leadership team is now in place to reach our full
potential as a company."

Mr. Urbahn joins JetBlue from OneSky Jets, an innovative provider of
on-demand private jet travel where he served as Executive Chairman and will
remain on its board of directors.  Prior to leading OneSky, Mr. Urbahn was
CEO of FareChase, Inc.
-- a travel meta search company.  FareChase was acquired by Yahoo! in 2004
and now powers its travel search.  Mr. Urbahn was also a founding officer of
Priceline.com, pioneering the concept of buyer-driven e-commerce.  Earlier
in his career, Mr. Urbahn's experience included revenue management, finance,
and marketing planning roles at United, Northwest, USAir, and Alamo Car
Rental.

"JetBlue has created a powerful brand by defining a breakthrough and
elegantly simple value equation -- a better product at a lower cost. In an
industry where mediocrity is both expected and delivered, the JetBlue
experience has been embraced by consumers as a refreshing and welcome
change," Mr. Urbahn said.  "I look forward to contributing to JetBlue's
success story going forward."

Based in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger
air transportation services primarily in the United States.  As
of Feb. 14, 2006, the Company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The Company also provides
in-flight entertainment systems for commercial aircraft,
including live in-seat satellite television, digital satellite
radio, wireless aircraft data link service, and cabin
surveillance systems and Internet services, through its wholly
owned subsidiary, LiveTV, LLC.

                        *    *    *

Fitch Ratings downgraded on Sept. 17, 2006, the debt ratings of
JetBlue Airways Corp. as:

   -- Issuer Default Rating to 'B' from 'B+'; and
   -- Senior unsecured convertible notes to 'CCC/RR6' from
      'B-/RR6.'

This action affects approximately US$425 million of outstanding
debt.  Fitch said the rating outlook for JetBlue is 'Stable.'




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


COMPLETE RETREATS: LPP Mortgage to Undergo Rule 2004 Exam
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats LLC and
its debtor-affiliates' chapter 11 cases obtained permission from the U.S.
Bankruptcy Court for the District of Connecticut to conduct an examination,
pursuant to Rule 2004 of the Federal Rules of Civil Procedure, on LPP
Mortgage Ltd.

LPP Mortgage, along with the Patriot Group LLC, provided prepetition
financing to the Debtors.

The Court directed LPP Mortgage, through its persons most
knowledgeable, to appear for oral examination at the offices of
Bingham McCutchen LLP, One State Street, in Hartford,
Connecticut, or other mutually agreeable location on
Nov. 17, 2006, or on another date as may be agreed upon by the parties.

The Committee seeks to examine documents, within the scope of
Rule 2004(b), from LPP Mortgage concerning topics, which include:

   -- an account history of financing of or credit advanced to
      the Debtors within six months prior to the Petition Date;

   -- financial statements or reports regarding the Debtors;

   -- opinion letters regarding mortgages on properties owned or
      leased by the Debtors;

   -- lists purporting to identify original notes and
      corresponding mortgages or the amount of debt allocated to
      each property or property interest of the Debtors;

   -- documents reflecting memberships held by LPP Mortgage, its
      processors-in-interest, or its principals, employees or
      affiliates in any of the Debtors' clubs;

   -- internal reports and analyses regarding the Debtors or
      financing extended or contemplated to be extended to the
      Debtors;

   -- the assignment of notes and mortgages from Beal Bank,
      S.S.B. to LPP Mortgage;

   -- the financing of the Debtors by LPP Mortgage or its
      predecessors-in-interest;

   -- contracts, agreements, or arrangements between LPP
      Mortgage or its processors-in interest and the Debtors;

   -- the identity of each person who participated in any
      decision by LPP Mortgage, or its predecessors-in-interest
      to enter into, modify, continue or terminate a contract,
      agreement, or arrangement between LPP Mortgage, or its
      predecessors-in-interest, and the Debtors;

   -- the management, operation, financing, or marketing of the
      Debtors;

   -- the Debtors' financial condition;

   -- communications between LPP, or its predecessors-in-
      interest, and the Debtors; and

   -- settlements between LPP, or its predecessors-in-interest,
      and the Debtors.

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC operates
five-star hospitality and real estate management businesses.  In addition to
its mainline destination club business, the Debtor also operates an air
travel program for destination club members, a villa business, luxury car
rental services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-affiliates
filed for chapter 11 protection on July 23, 2006 (Bankr. D. Conn. Case No.
06-50245).  Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael J.
Reilly, Esq., at Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No estimated
assets have been listed in the Debtors' schedules, however, the Debtors
disclosed US$308,000,000 in total debts.  (Complete Retreats Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VAVASSEUR CORP.: Last Day to File Proofs of Claim Is on Dec. 1
--------------------------------------------------------------
The deadline for the submission of proofs of claim against Vavasseur Corp.
is on Dec. 1, 2006, at 5:00 p.m. to the company's receivers:

          Roy M. Terry, Jr.
          Durette-Bradshaw PLC
          P.O. Box 2187
          Richmond, Virginia
          23218, USA

A mailed original proofs of claim form is required.  Fax and electronic
copies will not be accepted.  Proofs of claim forms can be downloaded or
printed from the receivers' Web site at htt://www.dowdell-receivership.com
or can be obtained by contacting Julie Long at the receivers' address, or by
calling her at (804) 775-6900, or via E-mail: jlong@durrettebradshaw.com.

Proofs of claim forms must be completed in English and stated in lawful
currency of the United States.  It must be complete, signed under penalty of
perjury, and includes supporting documentary evidence.

To receive an acknowledgement of a proofs of claim form, the claimant must
provide the receivers with an additional copy of the proof of claim form and
a postage-paid, self-addressed return envelope.

The first amended and restated summary procedures for claims administration
and plan of distribution may also be viewed on the receivers' Web site or
obtained upon request.

Any claimant who is required, but does not timely file a proofs of claim
form in compliance with the established procedures and deadline will be
forever barred from participating in receivership property and receiving
distributions from receiver, and will no longer be entitled to receive
further mailings in or notices regarding this case.

Claimants may not rely on their agents and/or attorneys to meet the proposed
deadline or to satisfy other obligations of claimants with respect to the
filing of proofs of claim forms by the claims bar date.

On Nov. 19, 2001, the Unites States Securities and Exchange Commission filed
a complaint in United States District Court for the Western District of
Virginia, Charlottesville division to halt a Ponzi scheme operated by Terry
L. Dowdell, a resident of Charlottesville who allegedly raised over US$29
million during the last several years.  Judge James A. Michael, Jr., of the
Western District of Virginia also issued a Temporary Restraining Order,
which included a prohibition against violations of federal securities laws
and an asset freeze, against:

          -- Terry L. Dowdell,
          -- Birgit Mechlenburg,
          -- Kenneth G. Mason,
          -- Dowdell, Dutcher & Associates, Inc., and
          -- Vavasseur Corp.

The complaint alleged violations of the federal securities laws, but did not
seek emergency relief, against Emerged Market Securities, DE-LLC and Daniel
Derouard.  According to the complaint filed, Mr. Dowdell offered fictitious
prime bank securities through Vavasseur, claiming that investors would earn
gross returns of 4% per week for 40 weeks out of the year.  Mr. Dowdell told
investors that their money would be sent to the Bahamas in an account in
their own name to trade medium term debenture instruments issued by one or
more of the major money center banks of either North America or Western
Europe.  Mr. Dowdell pooled the money in accounts he controlled in the US
and used the money to pay existing investors, pay commissions and pay
personal expenses.

The Court appointed Roy M. Terry, Jr. and the law firm of Durette-Bradshaw
PLC as receivers over the defendants, and directed the receiver to collect
and preserve all their assets.




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


BRUNSWICK COMPANY: Shareholders' First Meeting Is on Nov. 20
------------------------------------------------------------
Brunswick Company Ltd.'s shareholders will gather for a first meeting at
2:00 p.m. on Nov. 20, 2006, at the offices of the Official Receiver/
Provisional Liquidator.

The meeting is called for the purpose of determining whether or not an
application is to be made to the Supreme Court of Bermuda for the
appointment of a Permanent Liquidator, in place of the Provisional
Liquidator, and a Committee of Inspection.

Proxy forms to be used at the meeting have been mailed to all
known shareholders and creditors and must be lodged with the
provisional liquidator by 5:00 p.m. on Nov. 17, 2006.

The official receiver and provisional liquidator can be reached at:

           Stephen Lowe
           Government Administration Building
           30 Parliament Street
           Hamilton, Bermuda


BRUNSWICK COMPANY: Creditor's First Meeting Is Set for Nov. 20
--------------------------------------------------------------
Brunswick Company Ltd.'s creditors will gather for a first meeting at 2:30
p.m. on Nov. 20, 2006, at the offices of the Official Receiver/ Provisional
Liquidator.

The meeting is called for the purpose of determining whether or not an
application is to be made to the Supreme Court of Bermuda for the
appointment of a Permanent Liquidator, in place of the Provisional
Liquidator, and a Committee of Inspection.

Proxy forms to be used at the meeting have been mailed to all
known shareholders and creditors and must be lodged with the
provisional liquidator by 5:00 p.m. on Nov. 17, 2006.

The official receiver and provisional liquidator can be reached at:

           Stephen Lowe
           Government Administration Building
           30 Parliament Street
           Hamilton, Bermuda


CAMERON FINANCIAL: Filing of Proofs of Claim Is Until Today
-----------------------------------------------------------
Cameron Financial Ltd.'s creditors are given until today to prove their
claims to Robin J. Mayor, 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.

A final general meeting will be held at the liquidator's place
of business on Dec. 12, 2006, at 9:30 a.m., or as soon as
possible.

Cameron Financial's shareholders will determine during the meeting, through
a resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.

Cameron Financial's shareholders agreed on Nov. 2, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, Bermuda


MAN STREAM: Proofs of Claim Filing Is Until Today
-------------------------------------------------
Man Stream Ltd.'s creditors are given until today to prove their claims to
Beverly Mathias, 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.

A final general meeting will be held at the liquidator's place
of business on Dec. 15, 2006, at 9:30 a.m., or as soon as
possible.

Man Stream's shareholders will determine during the meeting, through a
resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.

Man Stream's shareholders agreed on Nov. 1, 2006, to place the company into
voluntary liquidation under Bermuda's Companies Act 1981.

The liquidator can be reached at:

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


REX RE: Creditors Have Until Today to File Proofs of Claim
----------------------------------------------------------
Rex Re Insurance Ltd.'s creditors are given until today to prove their
claims to Robin J. Mayor, 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.

A final general meeting will be held at the liquidator's place
of business on Dec. 8, 2006, at 9:30 a.m., or as soon as
possible.

Rex Re's shareholders will determine during the meeting, through a
resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.

Rex Re's shareholders agreed on Nov. 1, 2006, to place the company into
voluntary liquidation under Bermuda's Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


SEA CONTAINERS: Taps Sidley Austin as Bankruptcy Counsel
--------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Sidley Austin LLP as
their general reorganization and bankruptcy counsel, nunc pro tunc to Oct.
15, 2006.

Edwin S. Hetherington, vice president, general counsel and
secretary of Sea Containers, Ltd., states that in the months
leading up to the Petition Date, Sidley has been advising the
Debtors on restructuring and insolvency issues, including factors pertinent
to the commencement of the Debtors' Chapter 11 cases, as well as on general
corporate, banking and litigation matters.  Mr. Hetherington adds the
Debtors' Chapter 11 cases are complex and require counsel with extensive
experience in bankruptcy, insolvency and restructuring matters, including
cross-border insolvency issues, as well as specialized and substantial
experience in litigation, corporate, real estate, intellectual property,
employment, banking and tax law.

As the Debtors' general counsel, Sidley will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses;

   (b) take all necessary action on the Debtors' behalf to
       protect and preserve the Debtors' estates, including
       prosecuting actions on the Debtors' behalf, negotiating
       any and all litigation in which the Debtors are involved,
       and objecting to claims filed against the Debtors'
       estates;

   (c) prepare, on the Debtors' behalf, all necessary motions,
       answers, orders, reports, and other legal papers in
       connection with the administration of the Debtors'
       estates;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest, attend court
       hearings, and advise the Debtors on the conduct of their
       Chapter 11 cases;

   (e) perform any and all other legal services for the Debtors
       in connection with their Chapter 11 cases and with the
       formulation and implementation of the Debtors' plan of
       reorganization;

   (f) advise and assist the Debtors regarding all aspects of
       the plan confirmation process, including, but not limited
       to, securing the approval of a disclosure statement,
       soliciting votes in support of plan confirmation, and
       securing confirmation of the plan;

   (g) provide legal advice and representation with respect to
       various obligations of the Debtors and their directors
       and officers;

   (h) provide legal advice and perform legal services with
       respect to matters involving the negotiation of the terms
       and the issuance of corporate securities, matters
       relating to corporate governance and interpretation,
       application or amendment of the Debtors' corporate
       documents, including their certificates or articles of
       incorporation, bylaws, material contracts, and matters
       involving the fiduciary duties of the Debtors and their
       officers and directors;

   (i) provide legal advice and legal services to directors and
       officers, including former directors and officers, of the
       Debtors with respect to the class action securities
       litigation;

   (j) provide legal advice and legal services with respect to
       litigation, tax and other general non-bankruptcy legal
       issues for the Debtors to the extent requested by the
       Debtors; and

   (k) render other services, as agreed upon by Sidley and the
       Debtors.

Mr. Hetherington relates that Sidley is a full-service law firm
with a national and international presence -- with lawyers in
major cities throughout the United States, Europe and Asia.  He
adds that the firm has experience and expertise in every major
substantive area of legal practice, and its clients include
leading public companies and privately held businesses in a
variety of industries and major nonprofit organizations.

Sidley intends to charge the Debtors for its legal services on an hourly
basis.  Mr. Hetherington tells the Court that the firm's professionals bill:

      Designation                             Hourly Rates
      -----------                            ---------------
      U.S.-based partners                    US$415 - US$850
      U.S.-based associates                  US$190 - US$495
      U.S.-based paraprofessionals            US$25 - US$240

      U.K.-based partners                    GBP450 - GBP550
      U.K.-based associates                  GBP195 - GBP410
      U.K.-based paraprofessionals           GBP110 - GBP140

As of the Petition Date, Sidley held a US$402,969 retainer.  Sidley received
US$5,663,079 in fees and US$229,489 in expenses within one year prior to the
Petition Date.

Larry J. Nyhan, Esq., a partner at Sidley Austin LLP, assures the Court that
the firm does not hold or represent any interest
adverse to the Debtors' estates in matters upon which it is to be engaged
and it is a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Mr. Hetherington also relates that Sidley represented and still
represents GE Capital Corporation and some of its subsidiaries in matters
unrelated to the Debtors or their Chapter 11 cases.  GE owns 50% of the
outstanding equity interests of GE Seaco, of
which SCL is also a co-owner.  Mr. Hetherington says Sidley is
not precluded from representing the Debtors in all restructuring
and bankruptcy matters, and taking positions on SCL's behalf in
bankruptcy matters involving GE, both in negotiations and in
pleadings, including confirmation of a plan of reorganization.
Mr. Hetherington discloses the Debtors seek to employ Kirkland &
Ellis LLP as their special conflicts litigation counsel for the
sole and limited purpose of representing SCL in any litigation or
arbitration against or involving GE.

                    About Sea Containers

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

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

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: U.S. Trustee Appoints 7-Member Creditors Panel
--------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly B.
Stapleton, the United States Trustee for Region 3, has appointed
seven creditors willing to serve on the Official Committee of
Unsecured Creditors in Sea Containers, Ltd., and its debtor-
affiliates' Chapter 11 cases:

   1. Bank of New York
      101 Barclay Street-8 West
      New York, NY 10286
      Attn: Martin Feig, Vice President
      Phone: (212) 815-5385
      Fax: (732) 667-4767

   2. Sea Containers 1983 Pension Scheme Aspen Trustees, Ltd.
      303-306 High Holbern
      London WCIV 7J2, United Kingdom
      Attn: Jane Kathryn Fryer
      Phone: (44) 207-430-0734
      Fax: (44) 207-430-0525

   3. Sea Containers 1990 Pension Scheme
      c/o Ferrington Yates, Esq.
      Sonnenschein Nath & Rosenthal LLP
      1221 Avenue of the Americas
      New York, NY 10020
      Phone: (212) 768-6878
      Fax: (212) 768-6800

   4. HSH Nordbank AG
      Gerhart-Hauptmann-Platz 50
      Hamburg, Germany D20095
      Attn: Jorg-Rainer Kalz
      Phone: (9) 40-3333-13561
      Fax: (9) 40-3333-13561

   5. Trilogy Capital LLC
      2 Pickwick Plaza
      Greenwich, CT 06830
      Attn: Barry D. Kupferberg
      Phone: (203) 971-3420
      Fax: (203) 971-3499

   6. Dune Capital LLC
      c/o Dune Capital Management LP
      623 Fifth Avenue, 30th Floor
      New York, NY 10022
      Attn: Andrew B. Cohen
      Phone: (212) 301-8308
      Fax: (646) 885-2473

   7. Mariner Investment Group, Inc.
      500 Mamaroneck Avenue, Suite 101
      Harrison, NY 10528
      Attn: Adam S. Cohen
      Phone: (914) 798-4234
      Fax: (914) 777-3363

                    About Sea Containers

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

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

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


WARNER CHILCOTT: Incurs US$73.9MM Net Loss in Third Quarter 2006
----------------------------------------------------------------
Warner Chilcott Limited reported results for the quarter ended Sept. 30,
2006.  Total revenue in the quarter rose to US$194.7 million, up 50.9%, from
US$129.0 million in the prior year quarter driven primarily by new products.
The company reported a net loss of US$81.0 million for the quarter compared
with a net loss of US$73.9 million in the prior year quarter.

On Sept. 20, 2006, the company completed its IPO, selling 70.6 million
shares of Class A common stock.  After the completion of the IPO and related
transactions the company had one class of shares outstanding, Class A common
shares, totaling 250.6 million.

Cash net loss in the quarter was US$11.0 million.  The company's results in
the quarter included:

   -- US$8.5 million of accretion on preferred stock
      (the preferred stock was either redeemed with the
      proceeds of the IPO or converted into Class A shares),

   -- the buyout of its sponsors' advisory and monitoring
      agreement for US$27.4 million (US$27.4 million
      after-tax) and

   -- US$14.7 million (US$14.6 million after-tax) of non-cash
      share-based compensation directly related to the closing
      of the IPO.  Excluding these three items, its adjusted
      cash net income for the quarter was US$39.5 million.

"We had a strong quarter and are very pleased with its operating results,"
said CEO Roger Boissonneault.  "Our recently launched products, LOESTRIN 24
FE and TACLONEX, contributed to its strong revenue growth. With the
completion of the IPO, and its achievements to date in 2006, the company has
established a solid foundation for continued growth."

                     Impact of the IPO

With the proceeds from the company's IPO, it prepaid US$405.0 million of its
senior secured bank term loans that resulted in a charge to interest expense
of US$10.7 million for the write-off of deferred loan costs in the quarter
ended Sept. 30, 2006.  Also with the IPO proceeds, on Oct. 31, 2006, the
company redeemed US$210.0 million of its 8.75% Senior Subordinated Notes due
2015 at a total redemption price of US$228.4 million.  The interest premium
of US$18.4 million as well as an US$8.0 million charge for the write-off of
deferred loan costs in connection with the redemption of the notes will be
included as a component of interest expense in the quarter ended Dec. 31,
2006.  Pro forma total indebtedness after the Oct. 31 redemption of the
US$210.0 million of notes is US$1,603.8 million as compared with US$2,221.9
million as of June 30, 2006.

                           Revenue

Revenue in the quarter ended Sept. 30, 2006, increased US$65.7 million or
50.9% over the same quarter last year.  The increase was driven by sales of
LOESTRIN 24 FE, DOVONEX and TACLONEX, which together added US$65.7 million
to the revenue for the quarter.  In 2005, the company promoted DOVONEX for
Bristol-Myers and earned US$5.0 million of co-promotion revenue in the
quarter ended Sept. 30, 2005.

Sales of the company's oral contraceptives increased US$17.6 million in the
third quarter, or 39.5%, compared with the prior year quarter.  Beginning in
April 2006, LOESTRIN 24 FE became the company's top priority in
contraception with sales in the current quarter of US$15.1 million.  During
the period from July 2005 and continuing through March 2006, ESTROSTEP was
the company's top promotional priority in contraception, which resulted in
strong growth in filled prescriptions and drove a US$5.2 million, or 25.7%,
increase in ESTROSTEP net sales in the current quarter.  OVCON net sales in
the quarter ended Sept. 30, 2006, decreased US$2.7 million, or 11.5%, as a
result of a decline in filled prescriptions compared with the prior year
period due to the July 2005 shift in promotional emphasis to ESTROSTEP.
Average selling prices in effect for ESTROSTEP and OVCON were approximately
10% higher during the quarter compared with the same quarter in 2005.  In
September 2006, it launched OVCON 35 FE, a chewable version of its OVCON 35
product.  The company subsequently changed the trade name of OVCON 35 FE to
FEMCON to reduce potential market confusion between its FEMCON brand and
OVCON 35.

In dermatology, sales for the third quarter increased 247.2% to US$80.2
million compared with US$23.1 million in the same period of 2005.  The Jan.
1, 2006, acquisition of DOVONEX was a significant factor driving the
increase in revenue in the quarter.  Sales of DOVONEX accounted for US$30.9
million of the increase in revenue during the quarter compared with the
prior year quarter.  In March 2006, the company began commercial shipments
of TACLONEX that added an additional US$19.7 million of revenue to its
dermatology portfolio in the quarter ended Sept. 30, 2006, compared with the
prior year quarter.  Sales of DORYX increased US$1.5 million, or 6.6%, in
the quarter ended Sept. 30, 2006, compared with the prior year quarter.  The
increase was the result of higher pricing (approximately 18% compared with
the prior year period) offset by a decrease in filled prescriptions.  Filled
prescriptions for DORYX, which had been growing during the period from July
2005 through June 2006, softened during the current quarter (approximately
4% compared with the prior year period) due to decreased promotional
emphasis following the April 2006 launch of TACLONEX.

Sales of hormone therapy products decreased US$0.5 million, or 1.3%, in the
quarter ended Sept. 30, 2006, compared with the prior year quarter. The
decrease was primarily attributable to a general decline in its established
HT products, offset by sales of FEMTRACE.  In addition, the company believes
that sales of its HT products in the quarter ended Sept. 30, 2005, were redu
ced due to contractions in the levels of pipeline inventories.

Sales of the PMDD product, SARAFEM, increased US$1.4 million, or 20.1%, in
the quarter ended Sept. 30, 2006, compared with the prior year quarter due
to price increases of approximately 10% and a contraction in the level of
pipeline inventories in the prior year quarter compared with the current
year, partially offset by a sharp decline in prescription demand.

  Cost of Sales (excluding amortization of intangible assets)

Cost of sales increased US$17.6 million in the quarter ended Sept. 30, 2006,
compared with the same quarter in 2005 primarily due to the 57.0% increase
in product net sales.  Net sales of DOVONEX and TACLONEX accounted for a
significant portion of the increase in product net sales and an even larger
portion of the increase in cost of sales in the quarter. The cost of sales
for DOVONEX and TACLONEX, expressed as a percentage of product net sales,
are significantly higher than the cost of sales for the company's other
products.  Cost of sales as a percentage of product net sales increased to
20.1% in the quarter ended
Sept. 30, 2006, from 17.4% in the quarter ended Sept. 30, 2005.

         Selling, General and Administrative Expenses

SG&A expenses for the quarter ended Sept. 30, 2006, were US$99.7 million, an
increase of US$61.5 million, or 161.3% from US$38.2 million in the prior
year quarter.  Included in the quarter ended Sept. 30, 2006, was US$14.7
million of share-based compensation expense representing the impact of the
acceleration of the vesting at the time of the IPO of certain restricted
shares granted to management in 2005 and immediately vested shares granted
to senior management.  The current quarter also includes a US$27.4 million
expense related to the buyout of its sponsor advisory and monitoring
agreement and an increase in legal fees.

In addition, the continuation of its promotional activities in support of
the launches of LOESTRIN 24 FE and TACLONEX increased SG&A expenses during
the quarter. This included another round of direct to consumer advertising
for LOESTRIN 24 FE that began in September and will run through early
November 2006.

              Research and Development Activities

Investment in R&D totaled US$4.8 million in the quarter ended Sept. 30,
2006, compared with US$39.3 million in the prior year quarter. Included in
the quarter ended Sept. 30, 2005, was US$35.0 million representing the
company's cost to acquire the rights to several line extensions of TACLONEX
and other product rights from LEO Pharma.

                    Net Interest Expense

Net interest expense for the quarter ended Sept. 30, 2006, was US$55.7
million, an increase of US$16.3 million from US$39.4 million in the prior
year quarter.  Included in the quarter ended Sept. 30, 2006, is US$10.7
million relating to the write-off of deferred loan costs associated with the
US$405.0 million prepayment of its senior secured credit facility with a
portion of the proceeds of its IPO.  Additionally the increase in interest
expense was primarily due to additional borrowings on the senior secured
credit facility of US$240.0 million used to fund the purchase of DOVONEX,
the milestone payment for TACLONEX to LEO Pharma and an increase in interest
rates on un- hedged variable rate debt.

                            Tax Rate

The company operates in five primary tax jurisdictions: the United Kingdom,
the United States, the Republic of Ireland, Bermuda and Puerto Rico.  The
difference between the statutory and effective tax rate for the quarter
ended Sept. 30, 2006, was predominantly due to the mix of taxable income
among the various tax jurisdictions, a valuation allowance offsetting
certain state loss benefits and other U.S. permanent items which result in
recording a tax provision on a book loss.  In addition, the tax provision
includes various one-time items such as IPO-related expenses and adjustments
for tax returns filed during the period.  The effective income tax rate for
interim reporting periods is volatile due to changes in income mix among the
various tax jurisdictions in which the company operate.

               Balance Sheet and Cash Flows

At Sept. 30, 2006, the company's cash and cash equivalents totaled US$287.9
million and funded debt outstanding totaled US$1,813.8 million with no
borrowings outstanding under the company's revolving credit facility.  The
company used US$10.6 million of cash in operating activities in the quarter
ended Sept. 30, 2006, compared with cash provided by operations of US$9.9
million in the quarter ended September 30, 2005.  Cash used in operations in
the quarter ended Sept. 30, 2006, was impacted by the US$27.4 million buyout
of its sponsor advisory and monitoring agreement.  Capital expenditures in
the quarter totaled US$3.0 million and included continued investments in the
Fajardo, Puerto Rico manufacturing facility and the completion of the
implementation of a corporate-wide enterprise resource planning system.

Headquartered in Hamilton, Bermuda, Warner Chilcott Ltd. --
http://www.warnerchilcott.com/-- is the holding company for a
host of pharmaceutical makers.  Women's health care products,
including hormone therapies (femhrt and Estrace Cream) and
contraceptives (Estrostep, Loestrin, and OvCon), are the
company's largest segment.  Other products include dermatology
treatments for acne (Doryx) and psoriasis (Dovonex and
Taclonex).  US subsidiary Warner Chilcott, Inc. makes
prescription drugs for dermatology and women's health; other
subsidiaries provide services in data management systems,
pharmaceutical development, manufacturing, and chemical
development.

                        *    *    *

Standard & Poor's Ratings Services raised on Sept. 27, 2006, its
ratings on Warner Chilcott Corp.  The corporate credit rating
was raised to 'B+' from 'B'.  At the same time, the ratings were
removed from CreditWatch, where they were placed with positive
implications on June 13, 2006, following the company's
announcement that it was planning an IPO, with the bulk of
proceeds to be used for debt reduction.  The rating outlook is
stable.

Moody's Investors Service revised on Oct. 9, 2006, the rating outlook on
Warner Chilcott Company, Inc., and related entities to positive from stable,
and affirmed the existing ratings, including the B2 corporate family rating.
At the same time, Moody's upgraded the speculative grade liquidity rating to
SGL-2 from SGL-3.  In addition, Moody's withdrew the B1 senior secured term
loan rating on Warner Chilcott Holdings Company III, Limited following the
repayment of this tranche of debt.




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


BUNGE LTD: S&P Assigns BB Rating on US$500-Mln Preference Shares
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
White Plains, N.Y.-based agribusiness and food processor
Bunge Ltd.  The corporate credit rating was lowered to 'BBB-' from 'BBB'.
The rating outlook is stable.

At the same time, Standard & Poor's assigned its preliminary 'BB' rating to
Bunge's Rule 415 shelf registration of preference shares.

In addition, the company's US$500 million cumulative convertible preference
shares, drawn down from the Rule 415 shelf, were assigned a 'BB' rating.
The underwriters have a 30-day option to purchase a maximum of US$75 million
in additional preference shares to cover over-allotments.  Bunge has about
US$3.1 billion of total rated debt and preference shares (pro forma for the
aforementioned transactions).

"The downgrade reflects our concerns about Bunge's aggressive financial
policies, negative free cash flow generation, and high debt leverage," said
Standard & Poor's credit analyst
Jayne Ross.

After the company's acquisition of French oilseed processor Cereol S.A.,
Standard & Poor's expected that Bunge would be begin to generate positive
cash flow within a few years. However, this has not occurred, and the rating
agency now expects that Bunge will not generate consistent positive free
cash flow for quite some time as the company continues its growth strategy.
Furthermore, EBITDA margins continue to trend downward.

Although Standard & Poor's factors some volatility into the rating and
leverage parameters of agribusiness companies, it believes that Bunge's debt
leverage is high and expects that the company will have increased working
capital needs over the next agribusiness cycle.


COMPANHIA ENERGETICA: Posts BRL91.3MM First Nine-Month Net Loss
---------------------------------------------------------------
Companhia Energetica de Sao Paulo said in a statement that it incurred
BRL91.3 million net loss in the first nine months of 2006, compared with
BRL146 million net profit in the same period of 2005.

According to a statement, Companhia Energetica's increased operational
expenses and decreased currency exchange rate gains affected the "bottom
line".

Business News Americas relates that Companhia Energetica's revenue increased
11.8% to BRL1.73 billion in the first nine months of 2006, compared with the
first nine months of 2005.

Companhia Energetica incurred BRL151 million operating loss in the first
nine months of 2006, compared with a BRL383 million operating profit in the
same period of 2005, BNamericas states.

Headquartered in Sao Paulo, Brazil, Companhia Energetica de Sao
Paulo is Brazil's and Latin America's third-largest electricity
generator, with 7,456 megawatts of installed capacity and 3,916
megawatts of assured energy.  It is a state-owned company whose
primary shareholder is the government of the state of Sao Paulo,
with 74% of the voting common shares.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
July 4, 2006, Standard & Poor's Ratings Services raised its
corporate credit rating on Companhia Energetica de Sao Paulo and
the ratings on several of CESP's debt issues to CCC+ from CCC.
At the same time, Standard & Poor's raised its Brazil national
scale ratings on CESP and several of the company's issues to
'brCCC+' from 'brCCC'.  S&P revised the outlook to positive from
stable in both scales.


CIA SIDERURGICA: Names Designees for New Wheeling-Pitt Board
------------------------------------------------------------
Companhia Siderurgica Nacional disclosed the names of its designees for the
Board of the new Wheeling-Pittsburgh, which would be created after
completion of the proposed merger of Wheeling-Pittsburgh Corp. with the
company's North American assets.

The Board of Directors of the new Wheeling-Pittsburgh will include a
majority of independent directors.  In addition to those independent
directors, Companhia Siderurgica will designate three directors -- all of
whom have extensive operational or management experience in the steel
industry, proven track records in the industry, and the knowledge necessary
to help integrate operations and realize the long term potential of the
combined company.

Companhia Siderurgica's board designees are:

   -- Marcos Marinho Lutz, is currently Vice President of
      Infrastructure & Energy for Companhia Siderurgica, which
      he joined in 2003.  Mr. Lutz is in charge of the
      Hidroeletric Plants, logistics, railways and port
      terminals, and has directed Companhia Siderurgica's US
      operations since 2005.  Before joining Companhia
      Siderurgica, he served at Ultrapar for nine years, and
      ran the logistics division as COO for the last 2 years.
      He holds an MBA from the Kellogg School of Business at
      Northwestern University in Evanston, Illinois.

   -- Otavio de Garcia Lazcano, was elected Companhia
      Siderurgica's Chief Financial Officer in August 2006.
      In that role, Lazcano heads up the Accounting, Treasury,
      Credit, Insurance and Investment Departments at the
      company, which he joined in 1996.  He has performed many
      functions at Companhia Siderurgica, including playing a
      critical role in restructuring Companhia Siderurgica's
      debt.  Before joining Companhia Siderurgica, Lazcano
      worked at Aracruz, one of the largest Pulp and Paper
      companies in the world.

   -- Eneas Garcia Diniz, is Vice President of operations for
      Companhia Siderurgica.  Diniz is responsible for all of
      Companhia Siderurgica's steel operations worldwide.  Prior
      to assuming this role, he directed the hot end at the
      Volta Redonda Mill.  He joined the company in 1985. He
      holds an MBA from an internal program, which is
      administered by Fundacao Dom Cabral.

                 About Wheeling-Pittsburgh

Wheeling-Pittsburgh operates solely in the United States,
producing hot rolled, cold rolled, galvanized, pre-painted and
tin mill sheet products.

                About Companhia Siderurgica

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional after the announcement of
its association with US-based steel maker Wheeling-Pittsburgh
Corp. in the US.  S&P said the outlook is stable.

Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality.  Fitch's ratings of CSN include:

  -- Foreign currency Issuer Default Rating: 'BB+';
  -- Local currency IDR: 'BBB-';
  -- National scale rating: 'AA (bra)';
  -- Senior unsecured notes 'BB+'; and
  -- Brazilian Real denominated debentures: 'AA (bra)'.


DURA AUTOMOTIVE: Nasdaq to Delist Common Stock & Securities
-----------------------------------------------------------
The NASDAQ Stock Market had made a final determination to delist the Common
Stock (Pink Sheets:DRRAQ) and the Convertible Trust Preferred Securities
(Pink Sheets:DRRPQ) of Dura Automotive Systems, Inc., and will file a Form
25 with the Securities and Exchange Commission to complete the delisting.

The delisting will become effective ten days after the Form 25 filing.
NASDAQ previously suspended trading of the security.

The Company, Oct. 31, 2006, disclosed that it had received a delisting
notification from The Nasdaq Stock Market, dated
Oct. 30, 2006, which stated that trading of its common stock will be
suspended at the opening of business on Nov. 8, 2006.  The Company also
disclosed that it does not intend to appeal the decision.

NASDAQ letter indicated that the delisting determination was prompted in
light of DURA's voluntary filing for protection under Chapter 11 of the U.S.
Bankruptcy Code and was based on Nasdaq Marketplace Rules 4300, 4450(f), and
IM-4300.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive industry.  The
company is also a supplier of similar products to the recreation vehicle and
specialty vehicle industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers and other
automotive suppliers.  It currently operates in 63 locations including joint
venture companies and customer service centers in 14 countries including
Brazil.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker & McKenzie acts
as the Debtors' special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and balloting for
the Debtors and Brunswick Group LLC acts as their Corporate Communications
Consultants.  As of July 2, 2006, the Debtor had US$1,993,178,000 in total
assets and US$1,730,758,000 in total liabilities.  (Dura Automotive
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to BB+
--------------------------------------------------------------
Fitch has upgraded Fidelity National Information Services Inc.'s outstanding
ratings as:

   -- Issuer Default Rating to 'BB+' from 'BB-';
   -- Senior secured facilities to 'BB+' from 'BB-';

Fitch also assigns the following rating to Fidelity National Information
Services Inc.'s outstanding notes:

   -- US$200 million 4.75% senior unsecured notes due 2008
      'BB+'.

Approximately US$2.8 billion in debt outstanding at
Sept. 30, 2006, is affected by this action.  The Rating Outlook is Stable.

In addition, Fitch expects to rate the company's proposed US$3.1 billion
senior unsecured five-year credit facilities 'BB+'.  Fidelity National plans
to use the proceeds to refinance its existing US$3.2 billion senior secured
credit facilities.

The ratings recognize the company's ability to generate strong free cash
flow, its strong market position in core businesses, diversified product
offering, solid client retention, and counter-cyclical revenue streams and
recurring revenue base from long-term processing agreements.  The ratings
also recognize the benefits realized by Fidelity National from its
acquisition of Certegy Inc. in early 2006. Fitch believes the strong
performance of Fidelity National as a standalone company, the operating
strength and business diversification brought from Certegy, sound liquidity,
and improved leverage also support the ratings.  Credit concerns include the
company's history of debt-financed acquisitions, well-capitalized
significant industry competitors, the ongoing consolidation of its financial
institution customer base, and event risk associated with two private equity
firms that have a combined equity stake of approximately 15%. Fitch believes
that potential acquisitions also remain a risk but expects the company will
have the flexibility and capacity to manage its leverage accordingly.

Ongoing developments in lender processing platforms and software as well as
new enhancements to transaction processing are key areas where competitors
are distinguishing themselves.  Fitch expects Fidelity National to continue
investment in these areas of development in order to maintain its market
position.  The rating recognizes that Fidelity National has attained
recurring revenues of more than 80% on a consistent basis from long-term
customer contracts.  Fidelity National also has consistently achieved EBITDA
margins in the mid-20% range, prior and subsequent to the Certegy
acquisition.

Operating performance in the third quarter of 2006 was solid with 10%
consolidated revenue growth and 10.5% operating EBITDA growth.  Steady
growth in the transaction-processing segment was bolstered by 9.8% growth in
integrated financial solutions, 10% growth in enterprise banking services,
and approximately 37% growth in international revenues.  The lender
processing services segment generated approximately 5% growth driven by
appraisal and default management services.  Operating EBITDA of US$281
million for the quarter generated strong 26% margin and compared well to
third-quarter pro forma 2005 EBITDA of $259 million.  Fitch expects the
company's public guidance of solid EBITDA growth can be attainable.

The rating also incorporates the company's ongoing efforts to achieve cost
synergies from its acquisitions.  Fidelity National is currently on track to
have approximately US$50 million in annualized cost synergies from the
Certegy acquisition by the end of 2006.  The company also continues to grow
its international presence and has recently made a few strategic investments
in Brazil through tuck-in acquisitions and joint ventures.  These efforts
should help its competitive position and improve its global reach.  Also,
Fitch expects Fidelity National to continue to search for small tuck-in
acquisitions that will allow it to grow its cash flow and achieve additional
synergies with its existing business lines.

Leverage, as measured by total debt to operating EBITDA strengthened from
3.3x in 2005 to 2.7x on an annualized basis as of June 30, 2006.
Incorporating incremental EBITDA from Certegy, pro forma leverage is
expected to be 2.5x for 2006, which is comfortably within the financial
covenants of the new unsecured credit facilities.

Historically, liquidity has been adequate and supported by cash balances of
US$130 million-US$190 million at fiscal year-end 2004 and 2005 as well as
US$270 million-US$400 million of availability under its revolving credit
facilities.  For 2006, liquidity is expected to remain adequate with cash
balances and free cash flow similar to historical levels and availability
under the new unsecured credit facilities of US$450 million.  Debt is
approximately US$2.8 billion and management has stated its plans to reduce
debt over the next few years.  Free cash flow is planned to be used for
share repurchases, and Fidelity National announced this month that a new
US$200 million share repurchase program was approved.  Fitch believes
approximately $100 million will likely be repurchased in 2007.

The existing Fidelity National senior unsecured notes due 2008 have no
substantial covenant protection in the indenture.  Indebtedness under the
new unsecured credit facility will have a guarantee by Fidelity National,
financial covenants for leverage and interest coverage, and some
restrictions related to additional debt, dividends, and stock repurchases.
The leverage covenant calls for a maximum of 3.50x through 2008 with a
step-down to 3.25x in 2009, and 3.0x thereafter. The covenant for interest
coverage calls for a minimum of 3.5x through 2008 and a minimum of 4.0x
thereafter.

Headquartered in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/-- provides core
processing for financial institutions; card issuer and transaction
processing services; mortgage loan processing and mortgage related
information products; and outsourcing services to financial institutions,
retailers, mortgage lenders and real estate professionals.  FIS has
processing and technology relationships with 35 of the top 50 global banks,
including nine of the top ten.  Nearly 50% of all US residential mortgages
are processed using FIS software.  FIS maintains a strong global presence,
serving over 7,800 financial institutions in more than 60 countries
worldwide, including Brazil.

                        *    *    *

Standard & Poor's Ratings Services raised, on March 8, 2006, the corporate
credit and senior secured ratings of Fidelity National Information Services
Inc. to 'BB+' from 'BB', and removed it from CreditWatch where it was placed
on Sept. 15, 2005.


PETROLEO BRASILEIRO: Disclosing Commercially Feasible Fields
------------------------------------------------------------
Francisco Nepomuceno, Petroloe Brasileiro exploration and production
executive manager, told the local press that the firm will declare several
fields in the Santos basin commercially feasible by the end of 2006.

O Estado de S Paulo relates that Petroleo Brasileiro is drilling three
exploration wells in the Santos basin's BS-500 block where the new
discoveries are situated.

Mr. Nepomuceno told Agencia Estado that production in the new fields is
expected by 2010.

According to Business News Americas, Petroleo Brasileiro declared last year
about 17 fields as commercially feasible, among them were the Urugua and
Tambau fields in the BS-500 block.

Petroleo Brasileiro has declared this year four fields as commercially
feasible in the northeastern basins of Recancavo, Potiguar and Camamu.
Those disclosed as commercially feasible included three onshore and one
offshore fields, BNamericas states.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
SA aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp-- was
founded in
1953.  The company explores, produces, refines, transports,
markets, distributes oil and natural gas and power to various
wholesale customers and retail distributors in Brazil.

Petrobras has operations in China, India, Japan, and Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


PETROLEO BRASILEIRO: Mulling Natural Gas Price Hike
---------------------------------------------------
Almir Barbassa, Petroleo Brasileiro SA's chief financial officer of said in
a webcast that the company is considering plans to raise natural gas prices.

Business News Americas relates that due to Petroleo Brasileiro's efforts,
its fuel prices were stable, selling for US$72.28 per barrel in the third
quarter of 2006, compared with US$70 per barrel in the first quarter of
2006.

Local press says that Petroleo Brasileiro has to raise gas prices to make
the fuel more profitable, as natural gas in Brazil is over 50% cheaper than
substitutes like diesel.

BNamericas underscores that the price increase would be aimed at aligning
prices with international rates.  It would be designed to help fund local
production increases, like Petroleo Brasileiro's US$22-billion exploration
and production plans for the next five years.

The increase may also reflect pending price boosts for Bolivian imports,
according to BNamericas.

BNamericas notes that Petroleo Brasileiro is negotiating with Yacimientos
Petroliferos Fiscales Bolivianos, its Bolivian counterpart, for new
conditions of a 20-year gas export contract.

Officials did not tell BNamericas when the Bolivian natural gas price
increase would be implemented.

Meanwhile, Mr. Barbassa said in a webcast that Petroleo Brasileiro expects
lifting costs to remain stable at US$6.64 per barrel in the coming months.

Petroleo Brasileiro's lifting cost increased to US$6.64 per barrel in the
third quarter of 2006, from US$6.12 per barrel in the second quarter of
2006, and from US$5.40 per barrel in the third quarter of last year,
BNamericas says.

According to BNamericas, lifting costs grew due to:

          -- higher equipment prices,
          -- delays in production buildups at:

             * the P-50 floating production,
             * storage, and
             * offloading vessel in the Campos basin's Albacora
               Leste field.

Mr. Barbassa told BNamericas that production problems in Espirito Santo's
Golfinho field contributed to higher lifting costs.  However, increased
production in the coming months is due to:

          -- offset higher equipments costs, and
          -- stabilize lifting costs.

BNamericas underscores that the P-50 is due to reach its full capacity of
180,000 barrels per day by the end of 2006 from an average 164,000 barrels
per day in the third quarter of 2006.

Alessandro Molinari, Petroleo Brasileiro exploration and production strategy
manager, said in a webcast that the 100,000-barrel-per day Cidade do Rio de
Janeiro FPSO could begin production by the end of 2006, while the
60,000-barerl-per-day P-34 FPSO will start operating by the end of November.

Petroleo Brasileiro has tried to reduce other expenses to compensate for
higher lifting costs.  The firm has worked to decrease raw material costs
for refining, BNamericas says, citing Mr. Barbassa.

Mr. Barbassa told BNamericas, "Petrobras (Petroleo Brasileiro) imported more
light crude for processing domestically as the international price of fuel
oil fell.  Light crude produces less fuel oil and more diesel than the
domestically produced heavy crude, so it made more sense to process more
imported oil."

According to the report, the amount of output in Petroleo Brasileiro's
domestic refineries dropped to 79% of the total in the third quarter of
2006, from 80% in the second quarter of 2006.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces, refines,
transports, markets, distributes oil and natural gas and power to various
wholesale customers and retail distributors in Brazil.

Petrobras has operations in China, India, Japan, and Singapore.

                        *    *    *

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


REMY INT'L: Sept. 30 Balance Sheet Upside-Down by US$345 Million
----------------------------------------------------------------
Remy International, Inc., reported results for the three and nine-month
period ended Sept. 30, 2006.

Net sales for the third quarter of 2006 were US$354.7 million, an increase
of US$38.8 million or 12 percent compared with the corresponding period last
year.  The third quarter sales increase occurred in all product categories.
Automotive OEM sales increased about 15 percent and continued to reflect
ramp up of the alternator business, while a 10 percent sales increase in
heavy duty OEM benefited from improved demand.  The sales increases in both
OEM businesses were also impacted by the pass through of higher commodity
price with no associated margin.  Powertrain sales increased approximately
52 percent due to continued strong demand for diesel engine parts.
Electrical aftermarket sales were up modestly at 1 percent.

The company incurred an US$8.8 million charge to increase the accrual for
warranty obligation in the third quarter of 2006. This drove the Adjusted
EBITDA to US$9.4 million.  As a result, overall third quarter 2006 EBITDA
declined US$2.1 million when compared with the same quarter in 2005.  In the
third quarter of 2006, the company experienced an unusual increase in
warranty returns for a limited class of products primarily made in prior
years, and accordingly revised the warranty obligation estimate.  The
company believes that the product issues causing this high level of warranty
claims have been corrected.  Reduced spending continues to contribute
positively to current year results and represents the largest single element
of lower selling, general and administrative expense.  The benefit from
higher sales in the third quarter of 2006 compared with the same period in
2005 was more than offset by the increase in warranty expense, with
additional negative impact from commodity cost absorbed.

The company reported an operating loss of US$3.0 million for the third
quarter ended September 2006, compared with US$1.5 million operating income
from the comparable quarter in 2005. Net loss for the third quarter
increased US$2.5 million to US$30.5 million compared with a net loss of
US$28.0 million for the same period last year.

Revenue for the nine months ended Sept. 30, 2006, rose 18.5 percent, to
US$1,078.5 million from US$909.9 million in last year's first nine months.
Adjusted EBITDA for the nine months ended Sept. 30, 2006, was US$58.0
million, an increase of US$19.7 million as compared with the first nine
months of the prior year.  Net loss for the same period in 2006 was US$48.8
million compared with US$52.3 million for the prior year.

Net cash provided by operating activities for the nine months ending Sept.
30, 2006, increased US$46.6 million to US$19.3 million, when compared with
net cash used in operating activities of US$27.3 million for the
corresponding period last year.  Improved operating results and stringent
control over working capital contributed to this improvement.  Included in
the operating cash flow for the first nine months of 2006 is US$12.0 million
for restructuring payments, which is US$7.7 million higher than payments
made in the first nine months of 2005, including a payment related to the
UAW settlement reached in the first quarter of 2006.  The company continues
to invest in strategic capital programs, but continued strong focus on
priorities resulted in a net decrease in capital expenditures of US$9.7
million for the first nine months of 2006 when compared with the same period
in 2005.  Cash interest expense for the first nine months of 2006 was
US$57.4 million, or US$10.9 million higher than for the comparable period in
2005.  This increase reflects both higher borrowings and increased interest
on variable rate loans.  The company's liquidity at
Sept. 30, 2006, was US$118.6 million, consisting of US$93.3 million of
availability on its senior credit facility in addition to unrestricted cash
of US$25.3 million on the consolidated balance sheet.

"I am pleased that through three quarters of 2006, financial results
continue to reflect year-over-year EBITDA growth, significant improvement
for the year in cash flow from continuing operations and continued strong
liquidity," said John Weber, President and Chief Executive Officer of Remy
International, Inc., Weber went on to comment, "Despite the improvement
achieved this year, I remain dissatisfied with the overall profitability of
the company, with a major example being the increasing warranty cost
associated with products sold in prior years.  We deal with issues head on,
and if a new issue is identified we will take the appropriate actions.  We
continue to face challenging marketplace conditions and will balance
profitability, growth and current cash needs."

The company is updating guidance for the full year 2006.  Sales are expected
to approximate US$1.4 billion.  The updated Adjusted EBITDA is expected to
be in the range of US$70-80 million.  Cash provided by operating activities
is expected to range from US$10-20 million, unchanged from prior guidance,
while capital expenditures should approximate US$30 million.  The company
continues to make all scheduled interest payments as required by our loan
agreements and indentures.

The company also is announcing that Rothschild Inc. has been retained to
provide advice and assistance regarding refinancing alternatives.  John
Weber said, "We continue to make progress on the potential divestiture of
non-core businesses. Rothschild's role is to assist us in the optimal
application of proceeds from such divestitures.  It is important we access
the best advice we can to help us make the right decisions."

Headquartered in Anderson, Indiana, Remy International, Inc., manufactures,
remanufactures, and distributes Delco Remy brandheavy-duty systems and Remy
brand starters and alternators, diesel engines, locomotive products and
hybrid power technology.  The company also provides worldwide components
core-exchange service for automobiles, light trucks, medium and heavy-duty
trucks and other heavy-duty, off-road and industrial applications.  Remy was
formed in 1994 as a partial divestiture by General Motors Corp. of the
former Delco Remy Division, which traces its roots to Remy Electric, founded
in 1896.  Its Latin American operations are in Brazil and Mexico.

                        *    *    *

At Sept. 30, 2006, Remy International, Inc.'s balance sheet showed a
stockholder's deficit of US$345,912,000.

As reported in the Troubled Company Reporter on Nov. 16, 2006, in connection
with the company's financial results for quarter ended Sept. 30, 2006,
Standard & Poor's lowered its corporate credit rating on Remy International,
Inc., to 'CCC' from 'CCC+'.

"The downgrade stems from Remy's inability to improve very weak earnings and
cash flow, leaving the company with shrinking prospects for meeting its
December 2007 maturity of its $145 million senior notes," said Standard &
Poor's credit analyst Nancy C. Messer.


USINAS SIDERURGICA: Sees Drop in Export Prices for Steel
--------------------------------------------------------
Analysts at Deutsche Bank told Business News Americas that Usinas
Siderurgicas de Minas Gerais SA predicted that export prices for steel will
decline to US$50-60 per ton in the last quarter of 2006 and first quarter of
2007, due to high inventories in the United States and import pressure from
China.

Analysts said that after tough six months in terms of pricing, steel is
likely to stabilize in the second quarter of next year.  Price weakness will
be concentrated in lower value added steel products, BNamericas relates.

Deutsche Bank told BNamericas that for Usinas Siderurgicas, a higher
proportion of sales to the domestic market in 2007 -- which is 5.7 megatons
of a targeted 8 megatons in total sales -- will lead to a better mix.

BNamericas states that Usinas Siderurgicas' net profits decreased 9% to
BRL715 million in the third quarter of 2006, compared with the third quarter
of 2005.  This reflected lower average prices and negative effects on export
revenue of exchange rate appreciation of the Brazilian real over the US
dollar.

Deutsche Bank maintained its Buy recommendation for Usinas Siderurgicas,
BNamericas reports.

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

                        *    *    *

Standard & Poor's Ratings Services affirmed on June 7, 2006, its
'BB+' long-term corporate credit rating on Brazil-based steel
maker Usinas Siderurgicas de Minas Gerais SA -- Usiminas.  At
the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to the forthcoming US$200 million Global
MTNs due June 2016 to be issued by Cosipa Commercial Ltd.  S&P
says the outlook on the corporate credit rating is stable.


* CITY OF CURITIBA: Moody's Releases Joint Default Analysis
-----------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the City of Curitiba's issuer rating at Ba1 and Aa1.br, with a
stable outlook.

The rating is based on:

   -- a BCA of 11,
   -- Ba2 rating on the Republic of Brazil,
   -- 20% probability of support, and
   -- 70% default dependence

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* CITY OF RIO DE JANEIRO: Moody's Issues Joint Default Analysis
---------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the City of Rio de Janeiro's issuer rating at Ba3 with a stable
outlook.

The rating is based on:

   -- a BCA of 13,
   -- Ba2 rating on the Republic of Brazil,
   -- 20% probability of support, and
   -- 70% default dependence.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four com
ponents:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* STATE OF CEARA: Moody's Releases Joint Default Analysis
---------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the State of Ceara's issuer rating at Ba2 with a stable outlook.

The rating is based on:

   -- a BCA of 12
   -- Ba2 rating on the Republic of Brazil,
   -- 20% probability of support, and
   -- 70% default dependence.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* STATE OF MINAS GERAIS: Moody's Releases Joint Default Analysis
----------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
upgraded the State of Minas Gerais' issuer rating to B1 with a stable
outlook from B2 with a positive outlook.

The rating is based on:

   -- a BCA of 14,
   -- Ba2 rating on the Republic of Brazil,
   -- 20% probability of support, and
   -- 70% default dependence.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.


* STATE OF SAO PAULO: Moody's Releases Joint Default Analysis
-------------------------------------------------------------
In connection with Moody's Investors Service published rating results of the
application of the joint default analysis or JDA methodology for non-U.S.
regional and local governments or RLGs in the Americas, the rating agency
affirmed the State of Sao Paulo's issuer rating at Ba2 and with a stable
outlook.

The rating is based on:

   -- a BCA of 12,
   -- Ba2 rating on the Republic of Brazil,
   -- 35% probability of support, and
   -- 70% default dependence.

In October 2006, Moody's published a Special Comment report, entitled "The
Application of Joint Default Analysis to Regional and Local Governments".
The JDA methodology formally disaggregates the ratings of RLGs into four
components:

   (i) an assessment of the RLG's baseline credit risk
       (on a scale of 1 to 21, where 1 represents the equivalent
       risk of Aaa, 2 represents Aa1 and so forth),

  (ii) the higher-tier or supporting government's domestic
       currency rating,

(iii) an estimate of the default dependence between the RLG and
       the supporting government (expressed as a percentage),
       and

  (iv) an estimate of the likelihood of extraordinary support
       from the supporting government (expressed as a
       percentage).

The application of JDA in the Americas resulted in 24 RLG ratings upgraded,
75 RLG ratings affirmed, and ratings on 2 associated entities upgraded.

As a reflection of the application of JDA to government related issuers
(GRIs), for which certain RLGs are the supporting governments, Moody's also
raised the ratings on 6 GRIs.




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


BELLEROPHON GLOBAL: Filing of Proofs of Claim Is Until Nov. 21
--------------------------------------------------------------
Bellerophon Global Tactical Fund Inc.'s creditors are required to submit
proofs of claim by Nov. 21, 2006, to the company's liquidators:

          Christopher D. Johnson
          Russell Smith
          Chris Johnson Associates Ltd.
          Strathvale House, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 21 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Bellerophon Global's shareholders agreed on Oct. 19, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Paties-in-interest may contact:

          Matthew Smith
          P.O. Box 2499, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 946-0820
          Fax: (345) 946 0864


CHINA WALDEN MANAGEMENT: Claims Filing Deadline Is on Nov. 21
-------------------------------------------------------------
China Walden Management Ltd.'s creditors are required to submit proofs of
claim by Nov. 21, 2006, to the company's liquidator:

          Timothy James Reid
          c/o Ferrier Hodgson
          50 Raffles Place, #16-06 Singapore Land Tower
          Singapore 048623

Creditors who are not able to comply with the Nov. 21 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

China Walden's shareholders agreed on Sept. 19, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Paties-in-interest may contact:

          Maples And Calder
          c/o Messrs. Maples and Calder, Attorneys-at-law
          P.O. Box 309GT, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands


CHINA WALDEN VENTURE: Proofs of Claim Must be Filed by Nov. 21
--------------------------------------------------------------
China Walden Venture Investments Ltd.'s creditors are required to submit
proofs of claim by Nov. 21, 2006, to the company's liquidator:

          Timothy James Reid
          c/o Ferrier Hodgson
          50 Raffles Place, #16-06 Singapore Land Tower
          Singapore 048623

Creditors who are not able to comply with the Nov. 21 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

China Walden's shareholders agreed on Sept. 19, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Paties-in-interest may contact:

          Maples And Calder
          c/o Messrs. Maples and Calder, Attorneys-at-law
          P.O. Box 309GT, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands


MUTUAL FUND (2): Final Shareholders Meeting Is Set for Nov. 20
--------------------------------------------------------------
Mutual Fund Basket Master Fund (2)'s final shareholders meeting wil be at
1:00 p.m. on Nov. 20, 2006, at the company's registered office.

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

          Lawrence Edwards
          Attn: Jodi Jones
          P.O. Box 258, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914 8694
          Fax: (345) 945 4237


MUTUAL FUND (4): Last Sahreholders Meeting Is Set for Nov. 20
--------------------------------------------------------------
Mutual Fund Basket Master Fund (4)'s final shareholders meeting wil be at
12:30 p.m. on Nov. 20, 2006, at the company's registered office.

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

          Lawrence Edwards
          Attn: Jodi Jones
          P.O. Box 258, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914 8694
          Fax: (345) 945 4237


PRODUCAYMAN: Deadline for Proofs of Claim Filing Is on Nov. 21
--------------------------------------------------------------
Producayman's creditors are required to submit proofs of claim by Nov. 21,
2006, to the company's liquidators:

          Christopher D. Johnson
          Russell Smith
          Chris Johnson Associates Ltd.
          Strathvale House, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 21 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Producayman's shareholders agreed on Oct. 5, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Paties-in-interest may contact:

          Matthew Smith
          P.O. Box 2499, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 946-0820
          Fax: (345) 946 0864


SAPIC 98 (B-I): Shareholders Gather for Final Meeting on Nov. 20
----------------------------------------------------------------
Sapic 98 Reference Fund (B-I) Ltd.'s final shareholders meeting wil be at
9:00 a.m. on Nov. 20, 2006, at the company's registered office.

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

          Lawrence Edwards
          Attn: Jodi Jones
          P.O. Box 258, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914 8694
          Fax: (345) 945 4237


SAPIC 98 (22): Shareholders Convene for Final Meeting on Nov. 20
----------------------------------------------------------------
Sapic 98 Reference Fund (22) Ltd.'s final shareholders meeting wil be at
11:30 a.m. on Nov. 20, 2006, at the company's registered office.

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

          Lawrence Edwards
          Attn: Jodi Jones
          P.O. Box 258, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914 8694
          Fax: (345) 945 4237


SCOTTISH RE: Likely Notes' Default Prompts S&P to Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit rating on
Scottish Re Group Ltd. to 'CCC' from 'B+' and kept the rating on CreditWatch
with negative implications.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on Scottish Re's operating companies to 'B+' from
'BBB-' and kept them on CreditWatch with negative implications.

In addition, Standard & Poor's raised its senior secured debt rating on
Ballantyne Re plc's Class A-1 notes to 'AA' from
'BBB-' and removed the rating from CreditWatch developing.

Standard & Poor's also raised its subordinated debt rating on Ballantyne's
Class B-1 and B-2 notes to 'BBB+' from 'BBB-' and
removed these ratings from CreditWatch developing.

Ballantyne Re is a special-purpose reinsurer established by Scottish Re for
the purpose of reinsuring certain policies assumed by Scottish Re from
Security Life of Denver Insurance Co. (AA/Stable/A-1+).

"The downgrade on Scottish Re reflects the increased possibility that the
company will not repay the noteholders of US$115 million of convertible
notes, who are likely to exercise a put option on Dec. 6, 2006," Standard &
Poor's credit analyst Neil Strauss said.

"The payment of the noteholders from holding-company funds has been at risk
since the summer, when the company announced poor second-quarter results."

These results created an adverse event for its credit facility and thus
disallowed funds being upstreamed from the operating companies, where
liquidity would normally be available to the holding company.

Although the company might be able to eliminate the credit facility
outstanding balance and thereby cancel the bank agreement, there has only
been slow incremental progress to that goal over the past several months,
and the attainment of that goal is uncertain, as it depends on third parties
whose sense of urgency and timing might lag Scottish Re's.

In addition, although the company has stated that it is exploring strategic
alternatives to either sell the company or receive a capital infusion, this
process lags significantly the company's original timetable for resolution.
Such a transaction remains possible and could have positive credit
characteristics. However, attainment of such a deal is uncertain as well and
dependent wholly on actions of third parties.

The downgrade of the operating company reflects tight liquidity for the
ongoing needs in the business.  The company's recently released 10Q stated
that Scottish Re runs the risk of its liquidity sources being outpaced by
its liquidity needs as early as the end of second-quarter 2007 unless
affirmative steps are taken to restructure or sell the business.

The company's business plan had been to finance cash-flow needs from raising
capital, securitizations, or both.  However, in the company's current
vulnerable position, neither can be counted on.

Thus, a run-off scenario for this company would not be orderly, as cash flow
could turn negative within the next year and stay negative for several
years.

In the event that a transaction is consummated prior to the Dec. 6 deadline
to either raise liquidity to solve the immediate problem or a capital
infusion is arranged to help towards solution of the longer term financing
needs, Standard & Poor's would evaluate the ratings based on the terms of
the transaction.

Any final resolution would incorporate the viability of the franchise and
business prospects following the events of the past several months.

Standard & Poor's raised the ratings on Ballantyne after further
conversations with Security Life of Denver, the sole cedent of the block of
business contained in the structure.  Standard & Poor's conclusion is that
it can look directly through to Security Life of Denver as the relevant
counterparty to this transaction.

Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England.


TORNADO FUNDING: Last Day to File Proofs of Claim Is on Nov. 20
---------------------------------------------------------------
Tornado Funding Ltd.'s creditors are required to submit proofs of claim by
Nov. 20, 2006, to the company's liquidators:

          Cereita Lawrence
          Janet Crawshaw
          P.O. Box 1109
          Grand Cayman, Cayman Islands
          Tel: (345) 949-7510
                     949-7755
          Fax: (345) 949-7634

Creditors who are not able to comply with the Nov. 20 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Tornado Funding's shareholders agreed on Oct. 3, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


WALDEN CHINA: Proofs of Claim Filing Deadline Is Set for Nov. 21
----------------------------------------------------------------
Walden China Ltd.'s creditors are required to submit proofs of claim by Nov.
21, 2006, to the company's liquidator:

          Timothy James Reid
          c/o Ferrier Hodgson
          50 Raffles Place, #16-06 Singapore Land Tower
          Singapore 048623

Creditors who are not able to comply with the Nov. 21 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Walden China's shareholders agreed on Sept. 19, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Paties-in-interest may contact:

          Maples And Calder
          c/o Messrs. Maples and Calder, Attorneys-at-law
          P.O. Box 309GT, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands




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


AES CORP: Submits Bids for Coal & Biomass Facility Construction
---------------------------------------------------------------
The AES Corp. submitted two bids to construct a clean coal and biomass
facility in Upstate New York in response to a request for proposal by the
New York Power Authority or NYPA.

AES' proposals include a 500 MW generation plant located at AES' Jennison
site in Bainbridge, New York and a 700 MW facility at its Somerset plant in
Barker, New York.  Both proposed facilities meet the environmental
performance criteria set by the Governor's Advanced Clean Coal Power Plant
Initiative.  If selected, AES said construction of its plant would be
completed by 2013 and NYPA would purchase power generated by the facility
through a long-term contract.  Each proposed project would create up to 1500
construction jobs for 3-4 years, and up to 120 new permanent jobs in the
state.

"AES' proposed facilities will help New York meet its growing demands for
electricity while also helping the state achieve its environmental and
economic development goals," said Pete Norgeot, President of AES Eastern
Energy.  "In addition to significantly reducing emissions over conventional
coal-fired facilities, AES' plants will provide both direct and indirect
jobs, low cost power for residential and industrial users and support the
local biomass and agricultural sectors in Upstate New York."

Both clean coal facilities will utilize existing infrastructure at the plant
sites. Each facility will include advanced boiler designs and the latest
emission control equipment to ensure optimal plant efficiency, reliability
factors reaching 95%, and the capability to capture 90% of the plants' CO2
emissions.  Both plants will be able to capture CO2 either during combustion
with oxy-firing technology or post-combustion with advanced CO2 scrubbing
technology, once CO2 sequestration becomes a viable option.  In addition,
AES will construct the facilities with the ability to co-fire biomass.

"AES' investment plans for New York are consistent with the company's
ongoing commitment to the environment worldwide and to improving the air
quality in New York State," said David Gee, AES President of North America.
"Since 1999, AES has invested more than $100 million in pollution control
projects in New York, and we look forward to building on that tradition of
environmental stewardship.  In addition, these facilities will demonstrate
that coal can be a low-cost, reliable and environmentally-friendly fuel
alternative for New York."

AES Corp. -- http://www.aes.com-- and its subsidiaries engage
in the generation and distribution of electric power.  It
generates power for sale to utilities and other wholesale
customers, as well as operates utilities that distribute power
to retail, commercial, industrial, and governmental customers
through integrated transmission and distribution systems.  The
company operates through three segments: Contract Generation,
Competitive Supply, and Regulated Utilities.

AES Corp.'s Latin America business group is comprised of generation plants
and electric utilities in Argentina, Brazil, Chile, Colombia, Dominican
Republic, El Salvador, Panama and Venezuela.  Fuels include biomass, diesel,
coal, gas and hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when it acquired
the CTSN power plant in Argentina.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service affirmed its B1 Corporate Family
Rating for AES Corp. in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology.  Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on the
company's loans and bond debt obligations including the B1
rating on its senior unsecured notes 7.75% due 2014, which was
also given an LGD4 loss-given default rating, suggesting
noteholders will experience a 55% loss in the event of a
default.


BLOCKBUSTER: Inks Exclusive Rental Rights Pact with Weinstein Co
----------------------------------------------------------------
The Weinstein Co. and Blockbuster Inc. entered into a four-year exclusive
alliance, which provides Blockbuster with exclusive US rental rights to
Weinstein's theatrical and direct-to-video movies, beginning on Jan. 1,
2007.

Under the terms of the agreement, Weinstein and Blockbuster will share
rental revenues from Weinstein's theatrical and direct-to-video titles.
Genius Products, LLC, Weinstein's exclusive home entertainment distributor,
will provide distribution services to Weinstein in connection with the deal.
This deal however, does not include the exclusive rights in connection with
retail sell-thru sales of Weinstein's home entertainment product.

"We are very excited about our alliance with Blockbuster, as we believe it
will bring our company increased access to millions of consumers.
Blockbuster is an industry leader of in-home entertainment and is highly
committed to their customers' experience," said Bob and Harvey Weinstein,
co-chairmen of The Weinstein Company.  "As movie lovers, we have always
aimed to produce and acquire films that people will enjoy, so we feel that
this agreement is a win-win for Weinstein, Blockbuster and for consumers.
The unique combination of Blockbuster's established in-store retail
experience with the power of their online subscription service was one of
the biggest factors that attracted us to this alliance.

Through the agreement, Blockbuster will carry future theatrical and
direct-to-video titles released by Weinstein and will have a three-year
rental exclusivity for each title released. In exchange for exclusivity,
Blockbuster will pay Weinstein a minimum guarantee, determined by box office
performance, for each theatrical picture, and based on the acquisition or
production costs for each DTV title.

Some of the first films available for rent exclusively at Blockbuster will
include:

   -- "Bobby," starring Anthony Hopkins, Demi Moore, Sharon
      Stone, Elijah Wood and Lindsay Lohan;

   -- "School for Scoundrels," starring Billy Bob Thornton;

   -- "The Protector," the full-bodied martial arts action
      film starring Thai sensation Tony Jaa;

   -- "Shut Up & Sing," a documentary following the Dixie
      Chicks recording their first album after making
      political statements prior to the Iraq War;

   -- "Miss Potter," the Beatrix Potter biopic starring Renee
      Zellweger and Ewan McGregor;

   -- "Grindhouse," the thrilling double feature from Quentin
      Tarantino and Robert Rodriguez that will recall both
      filmmakers' favorite exploitation films;

   -- "The Nanny Diaries," based on the New York Times No. 1
      best-selling book of the same name, starring Scarlett
      Johansson, Laura Linney and Paul Giamatti; and

   -- "Arthur and The Invisibles," the larger-than-life CGI
      animated family adventure.

"Bob and Harvey Weinstein are legendary producers whose movies have long
been customer favorites at Blockbuster," said Blockbuster Chairman and CEO
John Antioco.  "As evidenced by our recent introduction of Blockbuster Total
Access, Blockbuster is always looking for ways to give our customers the
products and services they want -- and can't find any place else -- and this
agreement will enable us to do just that.  Now, as the exclusive rental
provider, we'll be the only place, in-store and online, that can guarantee
customers a wide selection of The Weinstein Company films available for
rent."

The Weinsteins have produced some of the most critically acclaimed and\
commercially successful movies over the past two decades, including
"Chicago," "Cold Mountain," "Gangs of New York," and "Kill Bill Volume 1."
In addition to their box office success, these titles also rank among the
top-performing rental titles at Blockbuster.  Recently, Weinstein's
"Derailed" was the No. 1 home video rental title for the entire rental
industry in its debut week and is one of the top rental titles year-to-date,
and "Lucky Number Slevin" was the No.1 home video rental title for the
entire rental industry in its first two weeks of release.

Blockbuster plans to showcase the Weinstein movies in special sections in
its stores and online.  It will also offer customers the Weinstein movies
under its in-store guaranteed availability program, which guarantees
customers that select movies will be in-stock or they get a "rain-check"
free rental coupon for that movie. Blockbuster also plans to share general
trending information with Weinstein, such as the types of movies and actors
the Blockbuster consumer would like to see more of, which could provide
valuable insights for future film projects.

"The Weinsteins are known for their innovation and marketing expertise," Mr.
Antioco said.  "We look forward to leveraging the combined power of our two
brands to deliver more entertainment value to our customers."

Trevor Drinkwater, President and Chief Executive Officer for Genius Products
commented, "This strategic alliance exemplifies what we believe to be one of
our major competitive advantages. We believe that we offer a unique ability
for our content partners to explore groundbreaking agreements with our
retail partners."

       About The Weinstein Company and Dimension Films

The Weinstein Company was created by Bob and Harvey Weinstein, the brothers
who founded Miramax Films Corporation in 1979.  Weinstein is a multi-media
company that officially launched on Oct. 1, 2005. Dimension Films, the genre
label that was founded in 1993 by Bob Weinstein, is also included under the
Weinstein banner.

                      About Blockbuster

Blockbuster Inc. -- http://www.blockbuster.com/-- provides in-home movie
and game entertainment, with more than 9,000 stores throughout the Americas,
Europe, Asia and Australia.  The company operates in Puerto Rico, Argentina,
Brazil and Chile.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 11, 2006, Moody's
Investors Service affirmed its B3 Corporate Family Rating for Blockbuster
Inc. in connection with its implementation of the new Probability-of-Default
and Loss-Given-Default rating methodology for the US and Canadian Retail
sector.

Standard & Poor's Ratings Services lowered, in November 2005, its corporate
credit and bank loan ratings on Blockbuster Inc. to 'B-' from 'B' and the
subordinated note rating to 'CCC' from 'CCC+'. S&P said the outlook is
negative.

Fitch downgraded, in August 2005, Blockbuster Inc.'s Issuer default rating
to 'CCC' from 'B+'; Senior secured credit facility to 'CCC' from 'B+' with
an 'R4' recovery rating; and Senior subordinated notes to 'CC' from 'B-'
with an 'R6' recovery rating.




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


GNC CORP: Parent Prices Tender Offer of US$425MM Sr. PIK Notes
--------------------------------------------------------------
GNC Parent Corp. disclosed the pricing of its offering of US$425.0 million
in aggregate principal amount of floating rate senior PIK notes due 2011.
The Notes will bear interest, payable and reset semiannually, at a rate per
annum equal to six-month LIBOR plus 6.75%. Interest will be payable in the
form of additional notes.

The Notes will be senior unsecured obligations of GNC.  The proceeds from
the sale of the Notes, together with cash on hand, will be used to redeem
the outstanding Series A preferred stock of GNC Corp., a wholly owned
subsidiary of GNC; to repay a portion of the indebtedness of General
Nutrition Centers, Inc., a wholly owned subsidiary of GNC Corporation, under
Centers' senior term loan facility; to pay a dividend to the common
stockholders of GNC; and to pay transaction-related fees and expenses.

The Notes offering will be made solely by means of a private placement
either to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended or to persons outside the United States
under Regulation S of the Securities Act and to an entity that is an
accredited investor.

The Notes have not been registered under the Securities Act and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other
applicable securities laws.

General Nutrition Centers Inc., with headquarters in Pittsburgh,
Pennsylvania, retails and manufactures vitamins, minerals, and nutritional
supplements domestically and internationally through about 5850 company
operated and franchised stores.  Revenue for the twelve months ending
September 2006 approached US$1.5 billion.  GNC's Latin American operations
are in the Bahamas, Cayman Islands, Chile, Colombia, Costa Rica, among
others.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 13, 2006, Moody's
Investors service assigned a Caa1, LGD5, 87% rating to GNC Parent
Corporation's proposed US$325 million note issue.  GNC Parent Corp.
ultimately owns General Nutrition Centers Inc.  Moody's also affirmed the
secured bank loan rating and corporate family rating at Ba2 and the B2,
respectively.

As reported in the Troubled Company Reporter on Nov. 8, 2006, Standard &
Poor's Ratings Services placed its ratings on General Nutrition Centers Inc.
including the 'B' corporate credit rating, on CreditWatch with developing
implications.  The rating agency also assigned its 'CCC+' rating on GNC
Parent Corp.'s (a newly formed holding company that controls GNC) US$325
million payment-in-kind (PIK) notes, due 2011.  The rating was placed on
CreditWatch Developing.  Given the expected use of proceeds from the PIK
notes, the existing ratings on GNC's senior unsecured notes and bank
facility may be raised.




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


BANCO INTERCONTINENTAL: Charges Against Financier Exaggerated
-------------------------------------------------------------
The defense lawyers of Luis Alvarez Renta, the indicted financier of Banco
Intercontinental, told Dominican Today that the legal representatives of the
Central Bank of the Dominican Republic were exaggerating charges against Mr.
Renta.

According to Dominican Today, the defense accused the Central Bank lawyers
of distorting the facts regarding the Banco Intercontinental fraud case to
confuse the public.

Eric Raful, one of Mr. Renta's defense attorneys, commented to Dominican
Today, "They (Central Bank lawyers) seek to create confusion through
communication media to generate a public perception which can influence
possibly in the Court decision."

Mr. Raful explained to Dominican Today that the Central Bank's lawyers
insist on telling the media of Mr. Renta's alleged involvement in the
operation of a hidden or parallel bank that allegedly existed in Banco
Intercontinental for fraudulent diversion of assets and illegal overdrafts,
despite a court ruling that totally cleared Mr. Renta's link to Banco
Intercontinental's internal affairs.

Mr. Renta is only accused of the transfer of funds that Central Bank claims
as money laundering, Dominican Today says, citing Mr. Raful.  He said that
those funds were in fact properly documented legal transactions, which would
be demonstrated in court.

Mr. Raful told Dominican Today, "The authorities want to hide the funds
deposited by Alvarez Renta in the Baninter (Banco Intercontinental) Group
and reach the nerve of suggesting that those wire transfers to foreign banks
were loans, even though it has been shown and will again be demonstrated in
Court that they were payments and obligations of Baninter that are
documented, and were known or were approved by the authorities."

The trial is the awaited opportunity to prove that each transaction related
to Mr. Renta is properly supported and legally justified, Dominican Today
notes, citing Mr. Raful.

The defense counsel can be reached at:

          Eric Raful
          Leon & Raful, S.A.
          Avenida Independencia #630
          Santo Domingo, Dominican Republic
          Phone: 688-6222/688-6761
          Fax: 686-6488
          E-Mail: leonyraful@verizon.net.do
                  yo.hamburguesa@codetel.net.do

Banco Intercontinental collapsed in 2003 as a result of a massive fraud that
drained it of about US$657 million in funds.  As a consequence, all of its
branches were closed.  The bank's current and savings accounts holders were
transferred to the bank's new owner -- Scotiabank.  The bankruptcy of
Baninter was considered the largest in world history, in relation to the
Dominican Republic's Gross Domestic Product.  It cost Dominican taxpayers
DOP55 billion and resulted to the country's worst economic crisis.




=====================
E L   S A L V A D O R
=====================


* EL SALVADOR: Finishing Dry Canal Project with Honduras by 2009
----------------------------------------------------------------
Juan Jose Llort -- president of Cepa, El Salvador's port authority -- told
Business News Americas that El Salvador will finish its logistics corridor
or dry canal project with Honduras by 2009.

According to BNamericas, the canal will be built across Central America.  It
will consist of a highway system linking the La Union port of El Salvador on
the Pacific coast to Honduras' Puerto Cortes terminal on the Atlantic coast.
The canal project was funded with a donation from the Japanese government.

El Salvador will construct a bridge in the La Union department's El
Amatillo, which will span the border into Honduras.  This bridge will be
launched by 2009, BNamericas notes.

Honduras, says BNamericas, launched in October the construction of a
100-kilometer highway to link Puerto Cortes with the bridge in El Amatillo.
The road will also be launched by 2009.

BNamericas underscores that construction of the La Union port started in May
2005.  Its completion is expected in May 2008.  Works entail the building
of:

          -- a 340-meter long container dock with a draft of 14
             meters;

          -- a 220-meter long multipurpose terminal with a draft
             of 14 meters to handle grains and general cargo;
             and

          -- a 240-meter long dock for passenger vessels with a
             draft of 9.5 meters.

Mr. Llort told BNamericas that the corridor would turn El Salvador into a
logistics and distribution hub, benefiting exporters and international
maritime cargo traffic, as it will become an alternative to the Panama
Canal.

BNamericas relates that Honduras and El Salvador have been planning to
construct the dry canal for over 20 years.

Honduras is also planning to build a waterway system using its lakes, which
would boost cargo transit options, BNamericas states.

                        *    *    *

As reported on Aug. 11, 2006, Standard & Poor's ratings services
affirmed its 'BB+' long-term and 'B' short-term sovereign credit
rating on the Republic of El Salvador.  S&P said the outlook
remains stable.

El Salvador's country ceiling has been upgraded to BBB- from BB+
by Fitch Ratings.




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


INTERPUBLIC GROUP: Moody's Rates US$400MM 4.25% Sr. Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior unsecured debt rating to
Interpublic Group Of Companies, Inc.'s (Ba3 Corporate Family Rating) new
4.25% convertible senior notes due 2023.  The Ba3 rating reflects a loss
given default of about 66% (LGD 4 assessment) given the company's all-bond
debt capital structure.  The rating outlook is negative.

The US$400 million of new notes were exchanged for US$400 million of IPG's
Ba3 (senior unsecured) rated 4.50% convertible senior notes due 2023.  The
new notes are pari passu with the remaining US$400 million 4.50% convertible
notes and all of IPG's other senior unsecured debt.  As compared to the
4.50% notes, the new notes bear a slightly lower interest rate, are not
callable until March 15, 2012, rather than Sept. 15, 2009, are not putable
until March 15, 2012, and March 15, 2015, rather than March 15, 2008, and
March 15, 2013.

"The exchange preemptively begins to chip away at the IPG's looming 2008
large debt maturities," said Moody's Senior Vice President Neil Begley, "and
it provides the company with added liquidity headroom to get its house in
order, since it is still in the midst of a significant turnaround and
internal control weakness remediation program."

Moody's also noted that the company is showing signs of turn around traction
but stated that the company will need to build upon its recent notable
client wins and the operating performance improvement of the third quarter
in order to remove the negative outlook and be comfortably within the Ba3
rating category.

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies.  The Interpublic Group has over 43,000 employees working in
offices in more than 130 countries around the world, including Argentina,
Brazil, Barbados, Belize, Chile, Colombia, Costa Rica, Dominican Republic,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico, Nicaragua,
Panama, Paraguay, Puerto Rico, Peru, Uruguay and Venezuela.




===============
H O N D U R A S
===============


* HONDURAS: Completing Canal Project with El Salvador by 2009
-------------------------------------------------------------
Honduras will finish its logistics corridor or dry canal project with El
Salvador by 2009, Business News Americas reports, citing Juan Jose Llort --
president of Cepa, El Salvador's port authority.

According to BNamericas, the canal will be built across Central America.  It
will consist of a highway system linking the La Union port of El Salvador on
the Pacific coast to Honduras' Puerto Cortes terminal on the Atlantic coast.
The canal project was funded with a donation from the Japanese government.

El Salvador will construct a bridge in the La Union department's El
Amatillo, which will span the border into Honduras.  This bridge will be
launched by 2009, BNamericas notes.

Honduras, says BNamericas, launched in October the construction of a
100-kilometer highway to link Puerto Cortes with the bridge in El Amatillo.
The road will also be launched by 2009.

BNamericas underscores that construction of the La Union port started in May
2005.  Its completion is expected in May 2008.  Works entail the building
of:

          -- a 340-meter long container dock with a draft of 14
             meters;

          -- a 220-meter long multipurpose terminal with a draft
             of 14 meters to handle grains and general cargo;
             and

          -- a 240-meter long dock for passenger vessels with a
             draft of 9.5 meters.

Mr. Llort told BNamericas that the corridor would turn El Salvador into a
logistics and distribution hub, benefiting exporters and international
maritime cargo traffic, as it will become an alternative to the Panama
Canal.

BNamericas relates that Honduras and El Salvador have been planning to
construct the dry canal for over 20 years.

Honduras is also planning to build a waterway system using its lakes, which
would boost cargo transit options, BNamericas states.

                        *    *    *

Moody's Investor Service assigned these ratings on Honduras:

                     Rating     Rating Date

   Senior Unsecured    B2       Sept. 29, 1998
   Long Term IDR       B2       Sept. 29, 1998




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


* JAMAICA: Funds from European Union Will be Delayed
----------------------------------------------------
Reports say that Jamaica's sugar sector will still not receive funds from
the European Union, Radio Jamaica reports.

Radio Jamaica relates that of the EUR1.2 billion committed to the African,
Caribbean and Pacific trade group in 2006, the first portion of EUR40
million won't be given until the first half of 2007.

Jamaica was set to receive EUR5 million from the European Union, the report
says.

According to Radio Jamaica, stakeholders in the sugar industry are furious
with the European Union for the further delay of promised payout.  The fund
would assist the sugar sector to offset effects of the European Union's
sugar reforms, which were implemented in July.

Reports also say that arrangements for the funds have been altered.

Karl James, general manager of the Jamaica Cane Products Sales, told Radio
Jamaica that the funds would go to the government instead of the sugar
sector.

The delay in the funding will prevent member countries of the African,
Caribbean and Pacific group from executing national action plans needed for
the sugar industries' development and protection, Radio Jamaica states.

                        *    *    *

On May 26, 2006, Moody's Investors Service upgraded Jamaica's
rating under a revised foreign currency ceiling:

   -- Long-term foreign currency rating: Ba3 from B1 with
      stable outlook.




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


DELTA AIR: Union & Pilot Groups React to Merger with US Airways
---------------------------------------------------------------
The International Association of Machinists and Aerospace Workers or IAM as
well as the US Airways and America West pilot groups reacted to US Airways'
proposed merger with Delta Air Lines.

The IAM represents more than 10,000 Mechanic & Related, Fleet Service and
Maintenance Instructors at US Airways.

Robert Roach, Jr. -- the IAM General Vice President -- stated, "The IAM is
prepared for additional airline mergers and a US Airways-Delta pairing is
one of many being evaluated by our Transportation Merger Team.  If US
Airways hopes to complete a successful merger with Delta or any other
airline they must first conclude the ongoing negotiations with the
Machinists Union regarding the integration of America West employees into US
Airways.  Earlier today, US Airways CEO (chief executive officer) Doug
Parker contacted me and indicated a desire to work with the Machinists
Union.  We are prepared to work together as long as all affected employees'
interests are fully protected."

Meanwhile, the US Airways and America West pilot groups will conduct
informational picketing to demonstrate their increasing frustration with
management's unwillingness to fully participate in negotiations for a fair,
single contract that addresses the pilots' basic needs and allows the
company to realize the full synergies obtainable from merging US Airways and
America West Airlines.  The pilot groups, both of whom are represented by
the Air Line Pilots Association, Int'l, will picket at two of US Airways'
largest hubs -- Charlotte Douglas International Airport in Charlotte, N.C.
and Phoenix Sky Harbor International Airport in Phoenix, Ariz.

The pilots are also commenting on US Airways' announcement on a proposed
merger with Delta Air to create one of the world's largest airlines,
although US Airways has yet to complete the integration of the pilot groups
that is required as part of the terms of the 2005 America West/US Airways
merger.

Captain Jack Stephan, chairperson of the US Airways Master Executive
Council, noted, "The billions of dollars that the US Airways and America
West pilots have committed to US Airways propelled our airline to
profitability and opportunity.  But like the planes we fly, management's
grandiose plans will not take off without the pilots on board.  So far, the
company's empty promises have failed to capture all the synergies that just
the US Airways/America West merger can provide."

Captain Kevin Kent, chairperson of the America West Master Executive
Council, said, "We recognize US Airways senior management's enthusiasm for a
merger with Delta; however, before it can be successful, management must
first focus on fulfilling the promises made to their investors, customers
and employees for the America West-US Airways merger.  Regardless of whether
or not another airline is in the mix, the pilots will no longer be exploited
to make such a transaction occur."

Despite the announcement of the merger, the pilots at US Airways and America
West remain focused on the issue of achieving a fair single contract, one
that is commensurate with US Airways' position in the marketplace.  Joint
negotiations with US Airways management have been ongoing for one year, and
during this time, the pilots have received only concessionary proposals that
resemble the bankruptcy-driven contracts that were made as pilot investments
in the airline.

Mr. Stephan stated, "US Airways management will unravel all that we have
accomplished if they insist on propagating their bankruptcy mentality at the
negotiating table.  The sooner they realize that those days are over, the
sooner this management can make good on their promises to all employees and
stakeholders alike."

"US Airways has posted remarkable profits for three consecutive quarters due
to the efforts of front-line employees such as the pilots, yet they refuse
to fully engage in negotiations for a contract that recognizes our
contributions.  Management's decision to not focus on putting the America
West/US Airways operations together for one seamless airline is bad news for
our customers," Mr. Kent noted.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading US carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel
H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed US$21.5 billion in assets and US$28.5 billion in
liabilities.


DELTA AIR: US Airways Proposes Merger with Airline
--------------------------------------------------
Delta Air Lines, Inc., has received a merger offer from US Airways Group,
Inc.  Under the merger plan, the two companies would combine upon Delta
Air's emergence from bankruptcy.  The proposal would provide US$8.0 billion
of value in cash and stock to Delta Air's unsecured creditors.  Delta Air
creditors would receive US$4.0 billion in cash and 78.5 million shares of US
Airways stock with an aggregate value of US$4.0 billion based on the closing
price of US Airways' stock as of Nov. 14, 2006.

The combination of US Airways and Delta Air would create one of the world's
largest airlines and would operate under the Delta name.   Customers would
benefit from expanded choice as well as the reach and services of a
large-scale provider within the cost structure of a low-fare carrier.  As a
combined company, the "New" Delta would be the number one airline across the
Atlantic and the second largest airline to the Caribbean.  The New Delta
would reach more than 350 destinations across five continents, including
North and South America, Europe, Asia and Africa.  In the US, the
combination would create a leading competitor in the Eastern US and an
enhanced position in the Western US.  The combined company would be the
number one airline at 155 airports.  The New Delta would also be uniquely
positioned to compete with low cost and legacy carriers.

US Airways' proposal represents a 25% premium over the current trading price
of Delta Air's prepetition unsecured claims as of Nov. 14, 2006, (40
cents/dollar), assuming that there will ultimately be US$16.0 billion of
unsecured claims.  The proposal also represents a 40 percent premium over
the average trading price for Delta unsecured claims over the last 30 days.

US Airways believes that the combination will generate at least US$1.65
billion in annual synergies, including US$935 million in network synergies,
predominantly from optimization of the airlines' complementary networks,
including rationalization of network overlap, which will result in a 10%
reduction of the combined airlines' capacity, reducing unprofitable flying
and improving the mix of traffic.  The US$710 million in net cost synergies
will be achieved by combining facilities in overlap airports and eliminating
redundant systems and overhead.  The opportunity to generate more than half
of these synergies could be lost if a merger is delayed until after Delta
Air emerges from bankruptcy.  The merger is expected to be accretive to US
Airways' earnings in the first full year after completion of the merger.

Doug Parker, US Airways chairperson and chief executive officer, stated, "We
believe that the combination of US Airways and Delta, like the US
Airways/America West merger we completed in September 2005, is extremely
compelling and will create significant value for each of our stakeholders.
The combined company will be a more effective and profitable competitor in
the current fragmented marketplace, with the ability to better meet the
continuing evolution of the airline industry.  We will be flying under the
Delta brand name, which is recognized around the world.  Delta creditors
will receive significantly greater value under this proposal than they would
under any standalone plan for Delta.  US Airways shareholders and Delta
creditors will benefit from the significant upside potential of the combined
company through their respective ownership stakes."

"Even with a 10% reduction in capacity, all existing US destinations served
today by US Airways and Delta will remain part of the new, improved network.
Consumers will have the advantages of a larger, full-service airline with
the cost structure of a low-fare carrier, and the communities we serve, as
well as those Delta serves, will have access to a wider range of network
options.  More than ever, the New Delta will be able to connect our
customers to the people and places they want to visit.  All of the employees
of the New Delta will benefit from working for a larger and more competitive
airline.  As we demonstrated during our US Airways/America West merger,
long-term job security for employees in our industry results from sound
economics and a healthy business able to compete in our changing
marketplace," Mr. Parker said.

The New Delta will create a more comprehensive global route network that
will provide more choice for travelers and attract new customers to key
markets.  Many travelers have already benefited from the US Airways/America
West merger.  Since the merger, US Airways has lowered leisure fares in
nearly 350 markets with discounts ranging from 10% to 75% (an average
reduction of 24% within those markets).  US Airways has also lowered
business fares in nearly 400 markets during the same period with reductions
ranging from 10% to 83% (an average reduction of 37% within those markets).

Paul Reeder -- president of PAR Capital Management, US Airways' largest
Shareholder -- said, "We enthusiastically support this transaction, which we
believe offers the opportunity to build upon US Airways' current competitive
position.  We have confidence in the US Airways management team, the US$1.65
billion in identified synergies, and the potential upside for US Airways
shareholders."

US Airways sent a letter to Delta Airways, saying that after a conversation
about a potential merger of US Airways and Delta Air, US Airways sent a
letter on Sept. 29, 2006, outlining the firm's thoughts about a transaction,
describing the significant benefits that could be achieved for both of the
companies' stakeholder groups from this type of transaction.  In the letter,
US Airways proposed a meeting with Delta Air regarding the merger proposal.
Delta Air declined the meeting invitation, which disappointed US Airways, as
the benefits of a merger between the two firms were so compelling to both of
the firms' stakeholders.

US Airways told Delta Airways that they were also releasing a copy of the
letter to the public, as they believe the stakeholders of the two firms
should be notified of the proposed merger.

The Board of Directors and management team of US Airways believe that a
combination of Delta and US Airways presents a significantly greater value
for Delta Air's creditors, customers, employees and partners than a plan to
emerge from bankruptcy on a standalone basis.  US Airways also believe that
the two firms' respective stakeholders will not be able to realize what we
believe are substantial economic benefits from such a combination.

US Airways said in the letter that it has preliminarily identified annual
network and cost synergies in excess of US$1.65 billion, which at a median
industry EBITDAR multiple of 5.0x translates into US$8.3 billion of
additional value creation.  The company believed that it is value that
neither US Airways nor Delta Air could create independently, no matter how
well managed the firms are.  Under the combination, these synergies would be
shared by Delta Air creditors and US Airways shareholders in proportion to
their initial ownership in the combined company.  The synergies would be
generated only through an appropriately timed transaction:

    -- Approximately US$710 million would be realized through
       expense reductions.  The largest savings would be in
       consolidation of information systems, reduction of
       overhead and consolidation of facilities.  Additional
       savings are expected through lower distribution costs and
       renegotiation of our collective contracts with vendors.
       Based upon US Airways' experience and synergies
       achieved with the merger of the company and America West,
       this estimate is conservative; and

    -- About US$935 million would be realized through network
       synergies.  Network rationalization savings would be
       generated by managing the combined networks to ensure
       that the combined fleet size is better matched to
       passenger demand.  Network synergies would also arise
       from better serving current customers, and by increasing
       competitive presence, attracting new customers and
       corporate accounts in markets where neither carrier today
       is a significant competitor.

US Airways has committed financing from Citigroup for the proposed
transaction for US$7.2 billion, representing US$4.0 billion to fund the cash
portion of the offer and US$3.2 billion in refinancing at both companies.

The US Airways proposal is conditioned on satisfactory completion of a due
diligence investigation, which the company believes can be completed
expeditiously, approval by Delta Air's Bankruptcy Court of a mutually
agreeable plan of reorganization that would be predicated upon the merger,
regulatory approvals, and the approval of the shareholders of US Airways.
US Airways believes that this process could be completed in the first half
of 2007.

Citigroup Corporate and Investment Banking is acting as financial advisor to
US Airways, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as
primary legal counsel, with Fried, Frank, Harris, Shriver & Jacobson LLP as
lead antitrust counsel to US Airways.

US Airways executives will be discussing the proposal with analysts and
investors on a conference call.

                      About US Airways

US Airways is the fifth largest domestic airline employing nearly 35,000
aviation professionals worldwide.  US Airways, US Airways Shuttle and US
Airways Express operate approximately 3,800 flights per day and serve more
than 230 communities in the US, Canada, Europe, the Caribbean and Latin
America.  The new US Airways -- the product of a merger between America West
and US Airways in September 2005 -- is a member of Star Alliance, which
provides connections for our customers to 841 destinations in 157 countries
worldwide.

                       About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading US carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel
H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed US$21.5 billion in assets and US$28.5 billion in
liabilities.


DELTA AIR: Will Review Merger Offer from US Airways
---------------------------------------------------
Delta Air Lines will review the merger proposal from US Airways.

Gerald Grinstein, chief executive officer of Delta Air, said in a statement,
"We received a letter from US Airways this morning and will of course review
it.  Delta's plan has always been to emerge from bankruptcy in the first
half of 2007 as a strong, stand-alone carrier.  Our plan is working and we
are proud of the progress Delta people are making to achieve this objective.
The Bankruptcy Court has granted Delta the exclusive right to create the
plan of reorganization until Feb. 15, 2007.  We will continue to move
aggressively towards that goal."

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading US carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel
H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed US$21.5 billion in assets and US$28.5 billion in
liabilities.


ENESCO GROUP: Posts US$5.5MM Net Loss for Quarter Ended Sept. 30
----------------------------------------------------------------
Enesco Group, Inc., reported financial results for the third quarter ended
Sept. 30, 2006.

         Third Quarter 2006 and Recent Highlights

   -- Enesco signed a thirteenth amendment to its U.S. credit
      facility, which has the effect of extending the current
      financing until Dec. 29, 2006, and requires Enesco to
      enter into a definitive agreement by Nov. 30, 2006, for
      a transaction that will refinance the credit facility.

   -- During the quarter, Enesco engaged Mesirow Financial,
      Inc., to assist in pursuing alternative financing and
      reviewing strategic alternatives with the company.

   -- Net revenues for the third quarter were US$50.8 million
      compared to US$75.5 million in the third quarter of 2005,
      largely reflecting the elimination of Precious Moments
      sales as of December 2005, lower than planned supplier
      production in China and shipping delays.

   -- Third quarter gross profit margin increased to 42% versus
      41% from a year ago.

   -- Third quarter SG&A decreased 20% to US$23.8 million from
      US$29.9 million in the third quarter of 2005.

   -- Net loss for the third quarter increased to US$5.5 million
      from a net loss of US$2.1 million in the third quarter of
      2005, primarily due to lower sales during the quarter,
      despite a reduction in operating expenses.

   -- N.C. Cameron & Sons, Enesco's Canadian subsidiary, was
      named 2006 Supplier of the Year by the Canadian Gift &
      Tableware Association.

                        Third Quarter

Net revenues were US$50.8 million compared to US$75.5 million in the third
quarter of 2005.  Third quarter 2006 revenues do not include U.S. Precious
Moments sales while third quarter 2005 included US$10.9 million in U.S.
Precious Moments sales.  Excluding U.S. sales of Precious Moments from the
third quarter of 2005, net revenues in the third quarter of 2006 were down
21% from the US$64.6 million in the year-ago period.  The sales decline in
the third quarter 2006 primarily reflects the impact from slower ramp-up of
product shipments out of our third-party warehouse and distribution facility
in China due to lower than planned production in China, lost sales of
replenishment product due to U.S. shipping delays from our third-party
warehouse and distribution facility in Indiana, and lower sales of
collectible products.

Gross profit was US$21.4 million compared to US$31.2 million in the third
quarter of 2005.  Gross profit margin increased to 42% from 41% in the third
quarter of 2005.  Gross profit margin during the quarter, excluding the
impact of Precious Moments revenues in the year-ago period, decreased 1.8
percentage points due primarily to higher royalty costs and unrecovered
freight costs.

Selling, general and administrative expenses decreased US$6.1 million, or
20%, to US$23.8 million from US$29.9 million reported in the third quarter
of 2005.  The decrease reflects reduced salary expense, reduced consulting
and temporary services, and lower commissions due to reduced sales.

Operating loss from the continuing operations for the third quarter was
US$2.4 million compared to operating income of US$1.2 million in the same
period in 2005, due to the impact from the shortfall in sales that was
partially offset by the improvement in the gross margin percentage and lower
SG&A expenses.

Third quarter net loss was US$5.5 million, or (US$.36) per diluted share,
compared to a net loss of US$2.1 million, or (US$.14) per diluted share, in
the third quarter of 2005. Net loss for the quarter primarily reflects lower
sales despite lower operating costs.

Basil Elliott, president and Chief Executive Officer of Enesco, stated,
"Management's immediate priority is to secure replacement financing for the
company.  In so doing, we retained Mesirow Financial, Inc., to assist us in
our efforts, as well as to explore any strategic alternatives.  In addition,
we recently signed an amendment to our existing credit facility, which has
the effect of continuing our current financing until
Dec. 29, 2006.  We appreciate our lenders' cooperation and are working
toward fulfilling our obligation to enter into a definitive agreement by the
end of this month, as indicated in the amendment, for a transaction that
will refinance our current credit facility."

Regarding third quarter results, Mr. Elliott commented, "Throughout the
year, we have been aggressively implementing our Operating Improvement Plan.
We are beginning to realize positive initial results from that Plan, most
significant of which has been our effort to reduce the corporate overhead,
general, administrative and marketing costs.  Through the first nine months
of 2006, SG&A costs have been reduced by more than US$20 million.  We
believe that we are on our way to achieve our 2007 goal of generating
US$26.7 million in pre-tax annualized cost savings."

"Our revenues for the quarter were negatively impacted by the loss of
production capacity in China during the first six months of this year,"
added Mr. Elliott.  "This was an outcome from the product rationalization
late last year.  While we were able to secure sufficient capacity for the
remainder of 2006 in May, those product orders, which would have shipped
during the summer months, are expected to ship in the fourth quarter.  As a
result, we expect revenues for the fourth quarter to be higher in aggregate
versus the fourth quarter of 2005. "

Enesco Group, Inc. --- http://www.enesco.com/-- is a world
leader in the giftware, and home and garden decor industries.
Serving more than 44,000 customers worldwide, Enesco distributes
products to a wide variety of specialty card and gift retailers,
home decor boutiques, as well as mass-market chains and direct
mail retailers.  Internationally, Enesco serves markets
operating in the United Kingdom, Canada, Europe, Mexico,
Australia and Asia.  With subsidiaries located in Europe and
Canada, and a business unit in Hong Kong, Enesco's international
distribution network is a leader in the industry.  Enesco's
product lines include some of the world's most recognizable
brands, including Border Fine Arts, Bratz, Circle of Love,
Foundations, Halcyon Days, Jim Shore Designs, Lilliput Lane,
Pooh & Friends, Walt Disney Classics Collection, and Walt Disney
Company, among others.

                       Credit Default

As reported in the Troubled Company Reporter on Aug. 15, 2006,
Enesco is continuing to aggressively pursue long-term debt
financing.  Enesco previously had agreed to obtain a commitment
for long-term financing by Aug. 7, 2006.  Because Enesco has not
obtained a commitment, the company is in default of its current
credit facility agreement.

Enesco is working with the lenders for possible additional
loans or terms and conditions, but has been advised that the
lenders are not committing to waive the default.


FORD MOTOR: DBRS Says Fin'l Restatement Has No Material Impact
--------------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company reported the
completion of the restatement of its financial results from 2001 through to
the third quarter of 2006.

DBRS believes that the restatements have no material impact on the Company's
financial position and do not warrant any rating actions.  The restatements
do not affect the availability of the Company's committed credit facilities.
More importantly, the Company has taken action to remediate the material
weaknesses in its accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133.

DBRS notes that the accounting error occurred at Ford Motor Credit Company,
Ford's wholly owned finance subsidiary. Ford Credit had incorrectly
accounted for certain interest rate swaps, which it used to hedge against
the interest rate risk inherent in certain long-term fixed-rate debt.  As
part of Ford's restatements of results through to the third quarter of 2006
to correct the accounting error, Ford has also reversed certain immaterial
accounting adjustments and recorded them in the proper period.  These
restatements, on a net basis, have a cumulative effect on net income of an
improvement of US$850 million but the restatements have no impact on the
Company's cash position.

The Company has filed the restated results for 2001 through to 2005 as well
as the third quarter of 2006, and Ford plans to file the restated results
for the first and second quarters of 2006 by Nov. 20.


GENERAL MOTORS: Denies Plan to Give Avtovaz Joint Venture Stake
---------------------------------------------------------------
General Motors Corp. is not selling its 50% stake in General Motors-Avtovaz
joint venture to Avtovaz OAO, RIA Novosti cites GM Russian Director Warren
Brown.

Mr. Brown stressed that the two companies have positive relations, thus no
reason for change.

General Motors, Avtovaz and the European Bank for Reconstruction and
Development inked a deal to form the US$338-million joint venture, which
opened in September 2002.

                        About Avtovaz

Headquartered in Toliatti, Russia, Avtovaz OAO --
http://www.lada-auto.ru/-- manufactures passenger cars under brand names
LADA, VAZ and NIVA.  Through its subsidiaries and associates, the Company
manufactures automobile components, distributes automobiles and spare parts
and operates automobile service centers.

                     About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world including Mexico.  It has manufacturing operations
in 32 countries and its vehicles are sold in 200 countries.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and 'B-3'
short-term corporate credit ratings on General Motors Corp. would remain on
CreditWatch with negative implications, where they were placed March 29,
2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings of
General Motors Corp. and General Motors of Canada Limited to B.  The
commercial paper ratings of both companies are also downgraded to R-3 (low)
from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to General
Motor's new US$4.48 billion senior secured bank facility.  The 'RR1' is
based on the collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up to US$4.5
billion being proposed by General Motors Corp.,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  Moody's said the rating outlook is negative.


GENERAL MOTORS: S&P Rates Proposed US$1.5 Bil. Senior Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan rating to
General Motors Corp.'s proposed US$1.5 billion senior term loan facility,
expiring 2013, with a recovery rating of '1'.  The 'B+' rating was placed on
Creditwatch with negative implications, consistent with the other issue
ratings of GM,
excluding recovery ratings.

The bank loan is rated one notch higher than the corporate credit rating.
This and the '1' recovery rating indicate that lenders can expect full
recovery of principal in the event of a payment default.

At the same time, Standard & Poor's said that all ratings on GM,
including the 'B+' bank loan ratings--but excluding the '1' recovery ratings
remain on CreditWatch with negative implications.  GM's unsecured debt
continues to be rated one notch below the corporate credit rating.  The
rating agency estimate that the absolute recovery prospects for the
unsecured creditors exceed 50% as detailed in our recovery report dated June
20, 2006.

In addition, the disadvantage to the unsecured debtholders is reflected by
the ratio of priority claims to adjusted assets, which is in the mid-20%
area.  The new secured term loan facility provides the company with a modest
amount of incremental liquidity.

Ratings List:

   * General Motors Corp.

     -- Corporate credit rating -- B/Watch Neg/B-3
     -- Senior unsecured debt -- B-/Watch Neg

   * Rating Assigned

     -- US$1.5 bil. secured bank term loan -- B+/Watch Neg
     -- Recovery rating -- 1


GMAC LLC: Moody's Expects to Confirm Ba1 Rating on GM's Closing
---------------------------------------------------------------
Moody's said that it expects to confirm the Ba1 long-term ratings of GMAC
LLC and its subsidiaries upon the closing of General Motors Corp.'s sale of
a 51% interest in the firm to FIM Holdings LLC, the buyer consortium led by
Cerberus Capital Management.  Moody's expects the outlook for GMAC's ratings
to be negative at closing.  In a separate release, Moody's said that it also
expects to confirm Residential Capital LLC's Baa3 long-term rating upon the
closing of the sale.

GMAC's long-term ratings remain on review for possible downgrade pending the
completion of the transaction.  The expected Ba1 rating outcome assumes the
sale will be consummated in the form and according to the timeline
previously communicated by General Motors (expected 4Q2006 according to its
latest 10-Q), and furthermore, that no factors that affect GMAC's credit
profile come to light in the intervening period of time.  General Motor's B3
corporate family and Caa1 senior unsecured ratings and negative outlook are
not affected by the closing of the sale, as they already take the
transaction into consideration.

Moody's said that several aspects of the sale enhance GMAC's stand-alone
credit profile, including:

   -- a sizeable reduction in direct unsecured exposure to
      General Motors with a subsequent ca1p of US$1.5 billion;

   -- a decrease, albeit temporary, in the firm's retail lease
      portfolio due to the carve-out from the sale of leases
      with a net book value of approximately US$4 billion;

   -- elimination of uncertainty regarding GMAC's liability for
      General Motors' pension plans; and

   -- upfront payment by General Motors to GMAC of estimated
      lease residual support, which until earlier this year had
      been paid by General Motors at lease termination.

Furthermore, Moody's expects that as a result of the change in ownership,
GMAC is likely to accelerate efforts to improve its operating efficiency,
thus improving profitability; and to focus on strengthening its capital
position, including by issuing high equity-content preferred shares and by
retaining all "after-tax" dividends for a period of two years.  In addition,
in the following three years, FIM Holdings will reinvest its share of
"after-tax" dividends into identical GMAC high equity-content preferred
shares.

Moody's also believes that the sale effectively transfers control of GMAC to
FIM, improving the control and governance of the firm to the degree that
ratings "linkage" between the GMAC and General Motors ratings can be severed
on this basis.  As a result, GMAC's expected Ba1 public debt rating would
represent a convergence with its stand-alone credit profile.  Moody's said
that it does not regard either FIM or its primary sponsor Cerberus to be
strategic investors, and therefore the Ba1 rating reflects no benefit from
external support.

Constraining the positive implications of the sale, GMAC's business
concentrations with General Motors will continue post-sale, by virtue of
agreements that require GMAC to dedicate significant capital to originating
GM-related auto finance receivables.  These agreements provide GMAC
exclusivity with respect to originating GM-subvented receivables and leases,
an enviable franchise that forms a solid base for financing volumes and
earnings potential.  However, this also presents downside risk. Nearly all
of GMAC's current auto finance activities relate to its association with
General Motors, and as a result, its asset quality, financing volumes,
earnings, and liquidity position continue to be vulnerable to adverse
changes in General Motors' condition.

Moody's noted that GMAC's strengths in underwriting, risk management, and
liquidity management have enabled the firm to mitigate the difficulties it
has encountered in these areas as a consequence of General Motors' operating
challenges.

But according to Moody's Vice President Mark Wasden, "GMAC's higher
borrowing costs have significantly pressured the firm's financing margins,
causing its earnings and financial condition to be more vulnerable to a
deterioration in asset quality, whether brought about by cyclical factors or
GM-related events."

Moody's also believes that as long as GMAC's General Motors concentration is
significant, liquidity risk may be elevated due to GM-related confidence
sensitivity.

"In time, GMAC's margins could improve as high-cost debt runs off and is
replaced with bonds priced at narrower credit spreads, assuming continued
favorable investor reaction to the transaction," said Wasden.

Moody's will monitor the "new" GMAC's ability to consistently access
competitively priced unsecured funding, as well as market signals, regarding
the GM-related confidence sensitivity issue.

Moody's noted that diversification of GMAC's revenue sources has a very
limited impact on the company's ratings, particularly as it relates to its
ownership of ResCap.  Moody's believes GMAC's ownership of ResCap benefits
primarily GMAC's shareholders, and that the sale transaction does not
meaningfully change this view.  Should GMAC sell ResCap in the future,
Moody's expects the use of the sale proceeds would reflect the interests of
GMAC's owners, to the potential exclusion of GMAC bondholder interests.  In
addition, GMAC bondholders are structurally subordinated to ResCap's
creditors with respect to ResCap's earnings, cash flows, and assets.  Though
ResCap will likely begin paying dividends for the first time after the
transaction closes, Moody's views this as representing ResCap's share of
GMAC's consolidated dividend requirement, including a step-up in the annual
distribution rate after year two of the transaction.  Thus ResCap's
dividends will be effectively passed-through to GMAC's shareholders.

Moody's expects that GMAC's long-term ratings will have a negative outlook
upon closing.  This negative outlook would reflect its continuing
vulnerability to near-term General Motors stresses, as a result of its
business concentrations and funding profile. Of particular concern is a
General Motors bankruptcy trigger within GMAC's SWIFT funding structure,
used to finance General Motors dealer floorplan receivables.  A General
Motors bankruptcy would cause early amortization of the SWIFT securities,
requiring GMAC to source alternative funds to continue originating critical
floorplan loans to dealers.  GMAC has established facilities that would
replace over half of the SWIFT funding that would be subject to early
amortization. Should GMAC complete the transition of the remainder of this
source of funding to a structure that is less exposed to a General Motors
bankruptcy or develop other mitigation strategies, the rating outlook could
improve to stable.  Moody's believes such a transition could be accomplished
by the firm within the next few quarters; in the meantime, GMAC is expected
to maintain elevated cash balances as partial liquidity insurance.  A
revision of General Motors' rating outlook to stable would also lead to a
stable outlook for GMAC's ratings.

Given GMAC's continuing business connections with General Motors, Moody's
believes GMAC's ratings are unlikely to improve until General Motors' own
ratings improve.  GMAC may embark on strategies that will lead to greater
diversification of its revenues and earnings, such as non-General Motors
used car and dealer floorplan finance, that could eventually enhance its
credit profile and ratings, but it will likely take a substantial amount of
time for such strategies to meaningfully impact GMAC's business mix given
its portfolio size.  Any consideration for ratings improvement must also be
accompanied by a sustained improvement in GMAC's financing margins.

Finally, a limiting factor to any potential increase in GMAC's ratings is
General Motors' option to repurchase GMAC's North American and International
auto finance businesses should General Motors achieve either investment
grade ratings (Baa3) or ratings better than GMAC. If General Motors ever
exercises this option, it would result in ratings for the reacquired
entities once again becoming linked with General Motors' ratings.
Therefore, Moody's will likely limit GMAC's ratings on the upside to the
higher of Baa2 and one-notch higher than General Motors' ratings, for the
duration of the call option.

GMAC LLC, headquartered in Detroit, Michigan, provides retail and wholesale
auto financing, primarily in support of General Motors' auto operations, and
is one of the world's largest non-bank financial institutions.  GMAC
reported earnings of US$2.4 billion in 2005.  Its Latin American operations
are located in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.


GRUPO MEXICO: Antitrust Agency Explains Rail Merger Rejection
-------------------------------------------------------------
The Federal Competition Commission, the antitrust commission in Mexico, said
in a press release that the merger between Grupo Mexico SA de CV's Ferromex
railway and Ferrosur, which is controlled by Carlos Slim, would have led to
excessive concentration in the railroad sector to the detriment of consumers
and competing shippers.

As reported in the Troubled Company Reporter-Latin America on Nov. 14, 2006,
the Federal Competition rejected for the second time the merger, which would
have formed the largest rail firm in Mexico and would have controlled 54% of
the Mexican railroad market.  Grupo Mexico had made an appeal in June,
saying that the merger would be anti-competitive.  The firm was planning to
challenge the decision in court.

Grupo Mexico told Dow Jones that it needs to expand to compete with Kansas
city Southern, which opposed the merger.

According to Dow Jones, Kansas City Southern gained last year full control
of TFM, which runs through the heart of the industrial sector to the border
of Nuevo Laredo from the Pacific port of Lazaro Cardenas.

A spokesperson of Grupo Mexico told Dow Jones Newswires last week that as
the firm only heard the Federal Competition's ruling from people who had
connections to the antitrust commission, it still had to wait for formal
notification before planning its next move.

The Federal Competition disclosed its decision to reject the merger on Nov.
15, Dow Jones states.

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--  
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                        *    *    *

Fitch Ratings assigned these ratings to Grupo Mexico SA de C.V.:

     -- foreign currency long-term debt, BB; and
     -- local currency long-term debt, BB.


HERBALIFE LTD: Reports Strong Sales Growth in 3rd Quarter 2006
--------------------------------------------------------------
Herbalife Ltd. reported third-quarter net sales of
US$476.4 million, an increase of 18.8% compared to the same
period of 2005.  This record performance was largely
attributable to increases in the company's two largest markets,
Mexico and the U.S., which reported net sales growth of 66.0%
and 24.7%, respectively, versus the third quarter of 2005.

The company's chief executive officer, Michael O. Johnson, said,
"I am pleased with the strong sales growth we have generated in
our top markets.  We believe our innovative distributor business
methods, combined with engaged leadership and high-quality
products will continue to serve as the primary sales drivers in
our existing markets."

During the third quarter of 2006, new distributor supervisors
increased 18.9% versus the same period in 2005.  Total
supervisors, as of Sept. 30, 2006, increased 23.8% versus
2005 and the company's President's Team increased 17.0% year-
over-year to 958 members.

                   Financial Performance

For the quarter ended Sept. 30, 2006, the company reported
net income of US$26.5 million, or US$0.36 per diluted share,
compared to US$27.1 million, or US$0.37 per diluted share in the
third quarter of 2005.  This decrease was primarily attributable
to the impact of a US$14.3 million after-tax expense incurred
during the quarter relating to the company's July 2006 debt
refinancing, partially offset by strong net sales growth, and
lower interest and income tax expenses.  Excluding the impact of
this refinancing charge and other items1, third quarter 2006 net
income increased 54.6% to US$38.1 million, or US$0.51 per
diluted share, compared to US$0.34 per diluted share in the
third quarter of 2005.

For the nine months ended Sept. 30, 2006, the company reported net income of
US$101.5 million, or US$1.37 per diluted share, compared to US$63.2 million,
or US$0.87 per diluted share
in the same period last year.  Excluding the impact of certain
items, year-to-date net income increased 36.1% to US$109.4 million, or
US$1.47 per diluted share, compared to US$1.11 per diluted share in the same
period of 2005.

The company invested US$23.5 million in capital expenditures
during the third quarter, primarily related to the relocation of
the company's regional headquarters in Los Angeles, the
development of the company's e-commerce platform, enhancements
to its management information systems, and additional
infrastructure investments in China.

             Third Quarter 2006 Business Highlights

During the quarter, the company hosted over 50,000 distributors
at more than 40 local and regional events.  The largest events
were three regional Extravaganzas hosted in Athens, Las Vegas
and Mexico City, which collectively attracted over 40,000
attendees.  Additionally, more than 3,000 distributors attended
a Summer Spectacular in South Africa.  Numerous leadership and
training events were also hosted around the world, including
five World Team Schools in South America, a President's Team
Retreat in the U.S. and several Supervisor Workshop tours across
Europe.

The company continued to assist its distributors in the global
expansion of key business methods during the quarter.  For
example, over 11,000 distributors were trained on the Customer
Club party-planning concept, and the company estimates that
there are nearly 40,000 clubs in operation worldwide.  Greg
Probert, the company's president and chief operating officer,
said, "Our distributors' business methods have enabled us to
increase penetration within several of our key markets and reach
a broader consumer base worldwide."

The company also launched several new products during the third
quarter.  A water-mixable version of its flagship Formula 1
nutritional protein drink, a reformulated version of the
company's Garden 7 phytonutrient supplement and sample packs of
its NouriFusion personal care line were introduced to the U.S.
market at the company's North American Extravaganza in July.
Additionally, globalization of other recent product
introductions continued during the quarter, with LiftOffTM
expanding into ten additional European markets.

Global branding remains a key component in supporting the
retailing and recruiting efforts of the company's distributors
and associating the Herbalife brand with healthy, active
lifestyles.  Sponsorships during the quarter included the Moscow
Peace Marathon, the Nautica Malibu Triathlon, the Michelob Ultra
London Triathlon and the JPMorgan Chase Tennis Tournament.

The company also continued the execution of its China strategy
by opening five new stores in three additional provinces,
bringing the total to 33 stores in 20 provinces as of September
30, 2006.  "I am pleased with our performance in China," said
Probert.  "The results we generated through the third quarter
were in-line with our expectations and although we are still
awaiting approval for our direct selling license, we remain
optimistic about our long-term prospects in this important
market," Probert continued.

                    Regional Performance

Effective July 2006, the company changed its geographic units
from four to seven.  As a part of its realignment for growth
initiative, the company is refining its organizational structure
to create additional touch points and growth opportunities for
its distributors, support faster decision making across the
organization due to reduced management layers, and improve the
sharing of ideas and tools to accelerate growth in its high
potential markets.  The new geographic units are as follows:
Europe, Middle East and Africa, Mexico and Central America,
North America, South America and Southeast Asia, Greater China,
North Asia and Brazil.

EMEA, which accounted for 26.7% of worldwide sales, reported net
sales of US$127.4 million in the third quarter, down 2.9% versus
the same period of 2005.  Excluding currency fluctuations, net
sales decreased 5.9%.  The performance was primarily
attributable to declines in Germany and the Netherlands, which
were down 25.7% and 21.2%, respectively, versus 2005, partially
offset by growth in several of the region's top markets,
including Portugal, up 32.5%, Spain, up 15.6%, and France, up
13.2%, in each case compared to the third quarter of 2005.
Total supervisors in the region, as of Sept. 30, 2006,
increased 1.6% versus the same period in 2005.

For the nine months ended Sept. 30, 2006, net sales in the
region decreased 0.8% to US$414.1 million, as compared to the
same period in 2005.  However, excluding currency fluctuations,
year-to-date net sales in the region increased 0.9%, versus the
comparable period of 2005.

Mexico and Central America, which accounted for 21.6% of
worldwide sales, reported net sales of US$103.0 million in the
third quarter, up 66.8% versus the same period of 2005.

Excluding currency fluctuations, net sales increased 70.5%.
This increase was primarily attributable to strong growth in the
company's largest market, Mexico, which reported a 66.0%
increase during the quarter versus 2005.  Total supervisors in
the region, as of Sept. 30, 2006, increased 97.7% as compared to the same
period in 2005.  For the nine months ended
Sept. 30, 2006, net sales in Mexico and Central America
increased 87.8% to US$281.0 million, as compared to the same
period in 2005.  Excluding currency fluctuations, year-to-date
net sales in the region increased 87.7%, versus the comparable
period of 2005.

The North America unit, which accounted for 19.4% of worldwide
sales, reported net sales of US$92.3 million in the third
quarter, up 22.8% versus the same period of 2005.  Excluding
currency fluctuations, net sales increased 22.5%.  This increase
was largely attributable to continued sales growth in the U.S.,
which reported a 24.7% increase during the quarter as compared
to the third quarter of 2005.  Total supervisors in the region,
as of September 30, 2006, increased 14.9% versus the same period
in 2005.  For the nine months ended September 30, 2006, net
sales in North America increased 15.9% to US$266.7 million, as
compared to the same period in 2005.  Excluding currency
fluctuations, year-to-date net sales in the region increased
15.5%, versus the comparable period of 2005.

SAM/SEA accounted for 10.8% of worldwide sales and reported net
sales of US$51.5 million in the third quarter, up 39.2% versus
the same period of 2005.  Excluding currency fluctuations, net
sales increased 37.6%.  The growth in the region was primarily
attributable to a 43.6% increase in the company's South American
markets and incremental revenue in Malaysia, which opened in the
first quarter of 2006.  Total supervisors in the region, as of
Sept. 30, 2006, increased 39.3% versus the same period in
2005.

For the nine months ended Sept. 30, 2006, net sales in the
region increased 51.1% to US$142.5 million, as compared to the
same period in 2005.  Excluding currency fluctuations, year-to-
date net sales in the region increased 50.6%, versus the
comparable period of 2005.

Greater China, which accounted for 7.6% of worldwide sales,
reported net sales of US$36.2 million in the third quarter, up
23.9% versus the same period of 2005.  Excluding currency
fluctuations, net sales increased 24.2%.  The increase was
primarily attributable to incremental sales in China, offset by
declines in Taiwan and Hong Kong resulting from the continued
shift in distributor focus towards China and Malaysia.  Total
supervisors in the region, as of September 30, 2006, increased
19.4% versus the same period in 2005.

For the nine months ended Sept. 30, 2006, net sales in Greater China
increased 12.1% to US$92.5 million, as compared to the same period in 2005.
Excluding currency fluctuations, year-
to-date net sales in the region increased 13.0%, versus the
comparable period of 2005.

North Asia, which accounted for 7.0% of worldwide sales,
reported net sales of US$33.2 million in the third quarter, down
12.4% versus the same period of 2005.  Excluding currency
fluctuations, net sales decreased 13.1%.  The performance
reflects a 24.3% decline in Japan, offset by an 8.3% increase in
South Korea.  Total supervisors in the region, as of
Sept. 30, 2006, increased 10.3% versus the same period in 2005.

For the nine months ended Sept. 30, 2006, net sales in North
Asia decreased 4.5% to US$102.0 million, as compared to the same
period in 2005.  Excluding currency fluctuations, year-to-date
net sales in the region decreased 2.5%, versus the comparable
period of 2005.

Brazil, which accounted for 6.9% of worldwide sales, reported
net sales of US$32.8 million in the third quarter, up 13.6%
versus the same period of 2005. Excluding currency fluctuations,
net sales increased 5.2%.  Total supervisors, as of
Sept. 30, 2006, increased 16.8% versus the same period in 2005.  For the
nine months ended Sept. 30, 2006, net sales in Brazil
increased 29.6% to US$99.4 million, as compared to the same
period in 2005.  Excluding currency fluctuations, year-to-date
net sales in the region increased 13.3%, versus the comparable
period of 2005.

         Fourth Quarter 2006 and Full Year 2007 Guidance

Based on management outlook for continued sales growth in its
key markets, fourth quarter 2006 net sales growth is expected to
be in the range of 18.0% to 20.0% and diluted earnings per share
are expected to be in the range of US$0.52 to US$0.55.

Furthermore, as a result of its higher than expected financial
performance through the third quarter of the year, the company
is raising its full year 2006 diluted earnings per share
guidance to be in the range of US$2.00 to US$2.03.  The
company's fourth quarter 2006 diluted earnings per share
estimates exclude expenses expected to be incurred during the
quarter relating to the company's realignment for growth
initiative.  In addition, the company's full year 2006 diluted
earnings per share estimates also exclude the impact of the
US$14.3 million after-tax recapitalization charge, and US$6.4
million in tax benefits realized during the first nine months of
2006.

The Company expects full year 2007 net sales growth to be in the
range of 10.0% to 15.0% and diluted earnings per share to be in
the range of US$2.40 to US$2.47.

A full-text copy of Herbalife's financial results for the three
months and nine months ended September 30, 2006, is available
for free at http://ResearchArchives.com/t/s?14ab

                    About Herbalife Ltd.

Herbalife Limited -- http://www.herbalife.com/-- is a global
network marketing company that sells weight-management,
nutritional supplements and personal care products intended to
support a healthy lifestyle.  Herbalife products are sold in 62
countries through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation -- http://www.herbalifefamily.org/-- and its Casa
Herbalife program to bring good nutrition to children.

Herbalife, now in its 26th year, conducts business in 62
countries.  The company does business with several manufacturers
worldwide and has its own manufacturing facility in Suzhou,
China as well as major distribution centers in Venray,
Netherlands, Los Angeles, Calif., Memphis, Tenn., and
Guadalajara, Mexico.

                        *    *    *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s long-
term foreign and local issuer credit ratings at BB+.


PORTRAIT CORP: Judge Hardin Sets Nov. 28 as Claims Bar Date
-----------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York set Nov. 28, 2006, at 5:00 p.m., as the
deadline for all creditors owed money by Portrait Corp. of America, Inc.,
and its debtor-affiliates to file formal written proofs of claim on account
of claims arising prior to Aug. 31, 2006.

Creditors must mail their proofs of claims to:

      The U.S. Bankruptcy Court
      Southern District of New York
      Attn: Portrait Corp. of America, Inc. Claims Processing,
      Bowling Green Station, P.O. Box 5074
      New York, NY 10274-5074

or deliver the proofs of claim by messenger or overnight courier to:

     Office of the Clerk
     U.S. Bankruptcy Court
     Southern District of New York
     Re: Portrait Corp. of America, Inc. Claims Processing
     One Bowling Green, New York, NY 10274

The deadline for asserting claims by a co-debtor, surety, or guarantor under
section 501(b) of the Bankruptcy Code and Bankruptcy Rule 3005 is Dec. 28,
2006, at 5:00 p.m.

Governmental units have until March 1, 2007, at 5:00 p.m., to file proofs of
claim.

                    About Portrait Corp.

Portrait Corp. of America, Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates a modular
traveling business providing portrait photography services in additional
retail locations and to church congregations and other institutions.

Portrait Corp. and its debtor-affiliates filed for Chapter 11 protection on
Aug. 31, 2006 (Bankr S.D. N.Y. Case No. 06-22541).  John H. Bae, Esq., at
Cadwalader Wickersham & Taft LLP, represents the Debtors in their
restructuring efforts.  Berenson & Company LLC serves as the Debtors'
Financial Advisor and Investment Banker.  Kristopher M. Hansen, Esq., at
Stroock & Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.   Peter J. Solomon Company serves as financial advisor for the
Committee.  At June 30, 2006, the Debtor had total assets of US$153,205,000
and liabilities of US$372,124,000.


PORTRAIT CORP: Hires Mesirow as Restructuring Accountants
---------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Portrait Corp. of America,
Inc., and its debtor-affiliates to employ Mesirow Financial Consulting, LLC,
as their restructuring accountants.

Mesirow Financial will:

     a) assist in the preparation of or review of reports or
        filings as required by the Bankruptcy Court or the
        Office of the United States Trustee, including, but not
        limited to, schedules of assets and liabilities,
        statements of financial affairs and monthly operating
        reports;

     b) assist in the preparation of or review of the Debtors'
        financial information, including, but not limited to,
        analyses of cash receipts and disbursements, financial
        statement items and proposed transactions for which
        Bankruptcy Court approval is sought;

     c) assist with the analysis, tracking and reporting
        regarding cash collateral and any debtor in possession
        financing arrangements and budgets;

     d) assist with the implementation of bankruptcy accounting
        procedures as may be required by the Bankruptcy Code and
        generally accepted accounting principles, including, but
        not limited to, a Statement of Position 90-7;

     e) give advice and assistance regarding tax-planning
        issues, including, but not limited to, assistance in
        estimating net operating loss carry forwards,
        international, state and local tax issues and the tax
        considerations of proposed plans of reorganizations;

     f) develop and evaluate potential employee retention and
        severance plans;

     g) assist with identifying and implementing potential cost
        containment opportunities;

     h) assist with identifying and implementing asset
        redeployment opportunities;

     i) analyze assumption and rejection issues regarding
        executory contracts and leases;

     j) assist in the preparation and review of proposed
        business plans and the business and financial condition
        of the Debtors;

     k) assist in evaluating reorganization strategies and
        alternatives;

     l) review and critique the Debtors' financial projections
        and assumptions;

     m) prepare enterprise, asset and liquidation valuations;

     n) assist in preparing documents necessary for
        confirmation;

     o) give advice and assistance to the Debtors in
        negotiations and meetings with the creditors' committee,
        the bank lenders and other parties-in-interest;

     p) give advice and assistance on the tax consequences of
        proposed plans of reorganization;

     q) assist with the claims resolution procedures, including,
        but not limited to, analyses of creditors' claims by
        type and entity;

     r) provide litigation consulting services and expert
        witness testimony regarding confirmation issues,
        avoidance actions or other matters; and

     s) perform  other functions as requested by the Debtors or
        their counsel.

The Debtors have filed a motion to retain Berenson & Company as their
financial advisors.  The Debtors say the services Mesirow will provide will
not be duplicative of those provided by Berenson.

The customary hourly rates for Mesirow Financial's professionals are:

        Designation                           Hourly Rate
        -----------                           -----------
        Sr. Managing Directors
        Managing Directors                    US$620 - US$690

        Sr. Vice Presidents                   US$530 - US$590

        Vice Presidents                       US$430 - US$490

        Sr. Associates                        US$330 - US$390

        Associates                            US$190 - US$290

        Paraprofessionals                         US$150

Mesirow has agreed to a 20% discount on its fees for this engagement.

To the best of Mesirow's knowledge, it does not hold or represent any
interest adverse to the Debtors' estate and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                    About Portrait Corp.

Portrait Corp. of America, Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates a modular
traveling business providing portrait photography services in additional
retail locations and to church congregations and other institutions.

Portrait Corp. and its debtor-affiliates filed for Chapter 11 protection on
Aug. 31, 2006 (Bankr S.D. N.Y. Case No. 06-22541).  John H. Bae, Esq., at
Cadwalader Wickersham & Taft LLP, represents the Debtors in their
restructuring efforts.  Berenson & Company LLC serves as the Debtors'
Financial Advisor and Investment Banker.  At June 30, 2006, the Debtor had
total assets of US$153,205,000 and liabilities of US$372,124,000.


SERVICIOS Y: S&P Says CCC Rating Shows Structural Subordination
---------------------------------------------------------------
The 'CCC' rating on Servicios y Operaciones Financieras Vitro S.A. de C.V.'s
notes due 2007 (which are guaranteed by Vitro S.A. de C.V. reflects the
structural subordination of the issue relative to Vitro's priority
liabilities, particularly operating company debt.  Under Standard & Poor's
Ratings Services' corporate ratings criteria, when priority debt and other
liabilities amount to 30% of the assets, lower-priority debt is
substantially disadvantaged and is therefore differentiated by two notches.

The ratings on Vitro reflect the company's high financial leverage and tight
liquidity and the challenging business environment it faces.  The ratings
also reflect the company's leading position in glass containers and
important share in flat glass in Mexico, and its export activities and
international operations (particularly in the U.S.), which contribute about
50% of total revenues.

Monterrey, Mexico-based Vitro, through its subsidiary companies, is Mexico's
leading glass producer.  Vitro is a major participant in two principal
businesses -- flat glass and glass containers.  Vitro also produces raw
materials and equipment and capital goods for industrial use.

Vitro's high leverage is reflected in its key financial indicators, which
Standard & Poor's Ratings Services determines using a convenience
translation to the U.S. dollar based on the exchange rate at the end of the
quarter.  For the 12 months ended Sept. 30, 2006, Vitro posted EBITDA
interest coverage, total debt-to-EBITDA, and funds from operations-to-total
debt ratios of 1.5x, 3.7x, and 12.1%, respectively, which compare favorably
to the figures posted for the 12 months ended June 2006.  The group's two
divisions continued to post strong EBITDA growth, particularly the glass
containers business. During the third quarter the group announced that it
has taken full control of Vitro Flex S.A. de C.V. (formerly a joint venture
with Visteon), which should provide it with additional capacity to serve
other automotive clients, given that under the JV agreement Vitro Flex was
limited in its ability to use excess capacity for non-Ford volumes.

Vitro also reported progress on its strategic initiatives.  The group
revealed the first of two transactions to raise US$150 million -- a capital
stock increase of US$50 million that is being subscribed by current
shareholders.  Management has indicated that it expects to announce the
second transaction before year-end.  Progress on the sale of real estate was
also reported as the company was able to sell a building from the corporate
headquarters complex, which brings real estate sales to a total of US$43
million for the year.

Liquidity

Vitro's liquidity is tight.  As of third-quarter 2006, the group had about
US$71 million in unrestricted cash and equivalents.  The company's cash
balance, refinancing efforts, and the equity issuance should allow it to
meet its debt maturities for the remainder of the year (about US$113 million
as of
Sept. 30, 2006).  The undisclosed strategic transaction of US$100 million
should also allow the group to meet its first-quarter debt maturities
(US$106 million as of Sept. 30, 2006).  The group's free operating cash flow
generation during the first nine months of the year (about US$16 million),
exceeded our initial expectations, which pointed to negative free operating
cash generation.  Nevertheless, the group's debt maturities in 2007 (US$381
million as of Sept. 30, 2006) remain a concern, and Standard & Poor's
continues to believe that the group's ability to meet upcoming debt
maturities relies on its ability to tap external sources of financing and
asset sales.  During the third quarter the group was able to issue US$110
million via Vena to pay down a US$105 million loan from Credit Suisse.  The
next major refinancing is expected in second-quarter 2007, when the
company's senior notes (US$152 million outstanding) are due.

Outlook

The negative outlook reflects our concerns about Vitro's reliance on its
refinancing efforts and asset sales to meet upcoming debt maturities.
Further weakness in the group's liquidity and financial performance would
lead to a negative rating action. If the company takes actions to
effectively reduce its debt burden or makes a significant improvement in its
operating and financial performance, we could take a positive rating action.


VISTEON: Seeks Add'l US$100 Mil. Term Loan to Enhance Liquidity
---------------------------------------------------------------
Visteon Corp. is seeking an additional US$100 million to US$200 million in
secured term loans under its existing US$800 million seven-year secured term
loan that expires in June 2013.  This action will further enhance Visteon's
liquidity as it executes its three-year plan, and allows the company to take
advantage of strong financial market conditions.

Under provisions of the seven-year secured term loan, Visteon can increase
the term loan by as much as US$100 million. Should the company choose to
raise an amount greater than US$100 million, it will seek required lender
approvals under the term loan and the company's US$350 million U.S.
asset-based revolving credit facility.

"Given the current strength of market conditions, we believe it is a prudent
time to further enhance the liquidity of Visteon as we implement our
three-year plan," said James F. Palmer, executive vice president and chief
financial officer.

J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc. will act as
lead arrangers for this transaction; JPMorgan Chase Bank, N.A. is the
administrative agent.  Visteon expects to complete this transaction in 2006.
Completion of the transaction is subject to final documentation and other
conditions, and there is no assurance regarding timing or successful
completion of the transaction.

Headquartered in Van Buren Township, Michigan, Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  With corporate offices in
the Michigan (U.S.); Shanghai, China; and Kerpen, Germany; the
company has more than 170 facilities in 24 countries, including
Mexico, and employs approximately 50,000 people.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 2, 2006, Standard &
Poor's Ratings Services lowered its long-term corporate credit rating on
Visteon Corp. to 'B' from 'B+' and its short-term rating to 'B-3' from
'B-2'.  These actions stem from the company's weaker-than-expected earnings
and cash flow generation, caused by vehicle production cuts, inefficiencies
at several plant locations, sharply lower aftermarket product sales,
continued pressure from high raw material costs, and several unusual items
that will impact 2006 results.




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


* PERU: State Oil Firm Reduces Prices of Gasoline
-------------------------------------------------
Petroperu, the state oil firm of Peru, said in a statement that it has
reduced prices of its 95 and 97-octane gasoline by an average of 2.4% due to
lower international oil prices.

Business News Americas relates that that price of 90-octane gasoline
decreased 3.2%, while the price of 84-octane dropped to 4.5%.

According to BNamericas, diesel prices decreased 2.7%.  Kerosene prices
dropped 3.7%.

Petroperu expects fuel distributors to reduce prices, BNamericas notes.

Petroperu said in a statement that it is also planning development of 10 new
vehicular natural gas service stations.  It has selected sites for three.

The planned stations will take five months to install and an investment of
up to US$500,000 per station, BNamericas states.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date

   Country Ceiling     BB      Nov. 18, 2004
   Long Term IDR       BB      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB+     Dec. 14, 2005




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


ADELPHIA COMMS: Chicago Partners Can Provide Consulting Services
----------------------------------------------------------------
Adelphia Communications Corp. and its debtor affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New York to
employ Chicago Partners LLC, nunc pro tunc to July 24, 2006, to provide
consulting services with respect to the litigation between the Debtors and
Deloitte & Touche LLP.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that pursuant to an order dated Oct. 24, 2003, the Debtors retained
LECG, LLC, as their economics consultants.
LECG has provided the Debtors with a variety of services,
including consulting services and expert testimony services
related to the Deloitte Litigation.

On July 24, 2006, several professionals, including those who
worked for the Debtors as accounting consultants and experts with respect to
the Deloitte Litigation, left LECG to join Chicago Partners' New York
office.  Chicago Partners is an accounting, finance, and economics
consulting firm with offices in New York and Chicago.  Due to the
familiarity of those professionals with the Deloitte Litigation, Chicago
Partners is now uniquely qualified to provide consulting services and expert
testimony services to the Debtors with respect to the Deloitte Litigation,
Ms. Chapman says.

To the extent that Chicago Partners provides consulting services
to Dechert LLP, lead counsel for the Debtors in the Deloitte
Litigation, or any of the Debtors' other retained counsel in
connection with litigation matters, Chicago Partners' work will
be performed at the sole direction of the Debtors' counsel and
will be solely and exclusively for the purpose of assisting
counsel in their representation of the Debtors.  As such,
Ms. Chapman says, Chicago Partners' work may be of fundamental importance in
the formation of mental impressions and legal theories by counsel, which may
be used in counseling the Debtors and in the representation of the Debtors.

Accordingly, in order for Chicago Partners to carry out its
responsibilities, it may be necessary for Debtors' counsel to
disclose their legal analysis as well as other privileged
information and attorney work product.  Thus, Ms. Chapman
asserts, it is critical that the Court order that the status of
any writings, analysis, communications, and mental impressions
formed, made, produced, or created by Chicago Partners in
connection with its assistance of Dechert or any of the Debtors'
other retained counsel in litigation matters be deemed the work
product of Dechert or any of the Debtors' other retained counsel
in their capacity as counsel to the Debtors.

Moreover, the Debtors seek an order that provides that the
confidential or privileged status of the Chicago Partners
Litigation Work Product will not be affected by the fact that the firm has
been retained by the Debtors rather than by Dechert or any of the Debtors'
other retained counsel.

The Debtors will pay Chicago Partners on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
hourly billing rates for Gene L. Deetz and Peter Logrieco, both
Principals at Chicago Partners, will be US$460 and US$455.  These rates are
the same rates that were previously billed by LECG, and are less than
Chicago Partners' standard rates. The hourly billing rates for other CP
consultants will range from US$100 to US$425, subject to periodic
adjustments.  These rates are similar to rates previously billed by LECG.

According to Mr. Deetz, the firm has performed a conflicts check.  Mr. Deetz
assures the Court that the Managing Consultants at Chicago Partners (i) do
not provide services to any party adverse to the Debtors with respect to the
matters on which the firm is to be retained, and (ii) have no connection
with any of the Potential Parties in Interest that would affect its ability
to provide services to the Debtors.

"To the extent that one of [Chicago Partners'] clients might have claims
against the Debtors, we would not provide services to any such client in
pursuing such claims, and thus we would expect that our provision of
services to such clients would not be 'adverse' to our representation of the
Debtors. . . .  Further, to the extent that any of [Chicago Partners']
clients or principals of such clients might institute litigation against any
Debtors, we would not provide services in such litigation,"
Mr. Deetz tells the Honorable Robert E. Gerber, U.S. Bankruptcy Court Judge
for the Southern District of New York.

The Debtors assert that the professionals at Chicago Partners are
"disinterested persons" within the meaning of Section 101(14) of the
Bankruptcy Code.

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest cable
television company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services, high-speed
Internet access and other advanced services over its broadband networks.
The Company and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those cases are
jointly administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates,
collectively known as Rigas Manged Entities, are entities that were
previously held or controlled by members of the Rigas family.  In March
2006, the rights and titles to these entities were transferred to certain
subsidiaries of Adelphia Cablevision, LLC.  The RME Debtors filed for
chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases. (Adelphia
Bankruptcy News, Issue No. 153; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMUNICATIONS: Court Approves Comcast JV Settlement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
approved the motion of Adelphia Communications Corp. relative to (a) the
settlement of postpetition cost allocations with the Comcast JV Partners and
(b) the modification of cash management protocol as necessary to implement
settlement.

The Debtors presented to the Court a revised order approving the Motion.
The Order reflects certain modifications to the order and settlement
agreement that was filed with the Motion, to which these parties-in-interest
objected:

    * JPMorgan Chase Bank, N.A.;
    * Bank of America, N.A.;
    * Calyon New York Branch;
    * The Bank of New York;
    * The Bank of New York Company;
    * Barclays Bank PLC;
    * CIBC, Inc.;
    * Credit Suisse, Cayman Branch;
    * The Royal Bank of Scotland PLC; and
    * Toronto Dominion (Texas), LLC

The parties to the Settlement Agreement have agreed to the modifications.
The Debtors believed that the modifications resolve the Objections and that
the parties that filed the Objections do not oppose entry of the Proposed
Order.

The Proposed Order included a revised Schedule 2.4 and a new
Schedule 2.4.1 to the Settlement Agreement.  As a result of the occurrence
of the Effective Date of the JV Debtors' Joint Plan, the schedules provide
the final dollar amounts to be allocated to the Century-TCI and Parnassos
Borrower Groups through
Sept. 30, 2005, and through July 31, 2006.

Specifically, the Proposed Order provides that the Debtors will be
authorized to and will allocate Postpetition Expenses through
July 31, 2006, to the Century-TCI and Parnassos Borrower Groups:

                             Amount Allocated   Amount Allocated
                             to Century-TCI     to Parnassos
Postpetition Expenses        Borrower Group     Borrower Group
--------------------        ----------------   ----------------
Sale, Prepetition Bank
Debt, and some General
Restructuring                US$8,967,869.70    US$5,238,777.35

Creditor Committee, certain
General Bankruptcy Costs,
Accounting Restatement and
Management                           US$0.00            US$0.00

Equity Committee                     US$0.00            US$0.00

DIP Financing                US$1,053,641.16      US$397,600.44

Litigation Expenses                  US$0.00            US$0.00

Bank Advisors                US$7,737,162.05    US$3,952,077.87

Other Reorganization
Expenses and Income:
     Other Expenses             US$438,725.08      US$375,634.55
     Postpetition Interest  (US$1,281,445.47) (US$14,318,442.36)

Fee Committee                   US$39,374.17       US$21,940.73

High Speed
Internet Expenses            US$6,536,626.53    US$4,867,051.79

Workers Compensation
Insurance Premiums          US$31,332,085.50    US$4,424,361.76
                             ----------------    ---------------
                      TOTAL  US$54,824,038.73    US$4,959,002.12

The allocation of Postpetition Expenses through Sept. 30, 2005, reflects:

                              Amount Allocated   Amount Allocated
                              to Century-TCI     to Parnassos
Postpetition Expenses        Borrower Group     Borrower Group
---------------------        --------------     --------------
Sale, Prepetition Bank
Debt, and some General
Restructuring               US$6,395,191.43    US$3,989,742.55

Creditor Committee, certain
General Bankruptcy Costs,
Accounting Restatement and
Management                          US$0.00            US$0.00

Equity Committee                    US$0.00            US$0.00

DIP Financing               US$1,004,610.81      US$379,098.42

Litigation Expenses                 US$0.00            US$0.00

Bank Advisors               US$5,747,358.90    US$2,816,250.09

Other Reorganization
Expenses and Income:
     Other Expenses            US$161,587.01      US$230,998.38
     Postpetition Interest  (US$1,101,105.11)  (US$6,127,001.11)

Fee Committee                  US$22,063.54       US$12,058.00

High Speed
Internet Expenses           US$4,853,785.71    US$3,894,291.60

Workers Compensation
Insurance Premiums         US$24,376,220.94    US$3,478,025.78
                            ----------------    ---------------
                  TOTAL     US$41,459,713.23    US$8,673,463.71

The Debtors have advised Comcast Corp. that in anticipation of the
implementation of the Settlement Agreement, prior to Effective Date of the
JV Plan and to Closing under the Purchase
Agreement, the Debtors transferred US$5,000,000 from Parnassos to ACOM,
representing the Debtors' estimate of the impact of the allocation of
Postpetition Expenses to Parnassos under the Settlement Agreement rather
than under the Interim Cost Order on the balance of the cash of Parnassos at
Closing.

The parties' rights to any credit agreement prior to the Debtors' filing for
chapter 11 protection, with respect to which any entity within the
Century-TCI or Parnassos Borrower Groups was obligated, will be preserved as
to the Century-TCI or Parnassos Borrower Groups; will not be affected by the
Settlement Agreement; and will constitute "Excluded Expenses" under the
agreement.

A full-text copy of the Revised Proposed Order is available for free at
http://ResearchArchives.com/t/s?150c

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest cable
television company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services, high-speed
Internet access and other advanced services over its broadband networks.
The Company and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those cases are
jointly administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured
Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the Rigas
family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection on March
31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642).  Their cases
are jointly administered under Adelphia Communications and its
debtor-affiliates chapter 11 cases.  (Adelphia Bankruptcy News, Issue No.
151; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BURGER KING: Retires Additional US$15 Million Debt
--------------------------------------------------
Burger King Holdings Inc. has retired an additional US$15 million in debt,
using cash generated from operations.  Since its IPO on May 18, the company
has retired a total of US$450 million in debt, reducing its debt level by
more than a third.

On May 26, approximately US$350 million of the US$392 million in net
proceeds raised in the IPO was used to retire debt.  In July, the company
retired an additional US$50 million in debt, also using cash generated from
operations.  The company retired an additional USA$35 million last month.

Chief Financial Officer Ben Wells said, "Our operational cash flow remains
strong, which has allowed us to pay down US$100 million in debt during the
first five months of our 2007 fiscal year.  We will continue to reduce our
debt as long as it best serves the interest of our business and, in turn,
our shareholders and investors."

Burger King Corp. operates restaurants in the Latin American,
Caribbean and Mexican Region.  The company's first international
restaurant opened in 1963 in Puerto Rico.  Since 1994, Burger
King has opened more than 300 restaurants in the Latin American
region, producing some of the strongest comparable store sales
growth for the brand around the world.  Burger King(R)
restaurants in Latin America serve approximately 1,600 customers
per day each, making them some of the highest volume restaurants
in the system.

                        *    *    *

As reported in the Troubled Company Reporter on June 23, 2006,
Fitch assigned initial ratings for Burger King Corp., the
world's second largest fast food hamburger restaurant chain.
Fitch assigned the Company its 'B+' Issuer Default Rating.
Fitch also rated the Company's US$150 million revolving credit
facility maturing June 2011; and US$967 million aggregate
remaining term loan A and B outstanding maturing June 2011 and
June 2012, respectively, at 'BB/RR2'.  Fitch said that the
Outlook on all Ratings is Positive.

                        *    *    *

On Sept. 8, 2006, Standard & Poor's Ratings Services raised the
corporate credit and senior secured debt ratings on Miami-based
quick-service operator Burger King Corp. to 'BB-' from 'B+'.


DORAL FIN'L: Retains Bear Stearns & JPMorgan as Fin'l Advisors
--------------------------------------------------------------
Doral Financial Corp. disclosed, as expected, that consistent with its
stated priority to address its remaining challenges, Bear Stearns and
JPMorgan have been selected to assist the company and its Board of Directors
in evaluating alternatives for refinancing its US$625 million floating rate
senior notes that mature in July 2007 and restructuring its balance sheet to
reduce interest rate risk exposure and improve its future earnings profile.

"I am confident that these highly experienced firms will be able to assist
us in the development of the right solutions and the right way to implement
the strategies developed, in a manner that serves the long-term interests of
Doral and its stakeholders," said Glen Wakeman, Chief Executive Officer.

Doral Financial Corp. -- http://www.doralfinancial.com/
-- a financial holding company, is the largest residential
mortgage lender in Puerto Rico, and the parent company of Doral
Bank, a Puerto Rico based commercial bank, Doral Securities, a
Puerto Rico based investment banking and institutional brokerage
firm, Doral Insurance Agency, Inc., and Doral Bank FSB, a
federal savings bank based in New York City.

                        *    *    *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp., including the company's long-term
counterparty rating, to 'B+' from 'BB-'.  At the same time,
Doral's outlook remains on CreditWatch with negative
implications.


HORNBECK OFFSHORE: Closes Offering of US$220MM Convertible Notes
----------------------------------------------------------------
Hornbeck Offshore Services, Inc., closed its offering of
US$220 million aggregate principal amount of convertible senior notes due
Nov. 15, 2026, that were privately offered within the United States to
qualified institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.

The Company also said that the initial purchasers exercised their option to
purchase an additional US$30 million in principal amount of the notes to
cover over-allotments.

The notes will initially bear interest at a fixed rate of 1.625% per year,
declining to 1.375% beginning on Nov. 15, 2013, and will be guaranteed by
the same subsidiaries of Hornbeck Offshore that guaranteed its existing
6.125% senior notes.  In certain circumstances, the notes will be
convertible into cash up to the principal amount and shares of the Company's
common stock for any conversion value above the principal amount or, upon
the Company's election, prior to Nov. 15, 2013, solely into shares of common
stock, based on an initial conversion rate of 20.6260 shares per US$1,000
principal amount of notes, corresponding to approximately US$48.48 per
share.  The initial conversion price represents a premium of 37.5% relative
to the last reported sale price on Nov. 7, 2006, of the Company's common
shares on The New York Stock Exchange of US$35.26.

The Company estimates that the net proceeds from the offering, including
proceeds resulting from the exercise of the initial purchasers'
over-allotment option, will be approximately
US$242.8 million, after deducting discounts, commissions and estimated
expenses.

The Company disclosed that it used US$75.8 million of the combined net
proceeds to fund the cost of convertible note hedge transactions it entered
into with certain financial institutions, including affiliates of the
initial purchasers, which involves the purchase of call options with
exercise prices equal to the conversion price of the notes and are intended
to limit exposure to dilution to the Company's stockholders upon the
potential future conversion of the notes.

In addition, the Company has entered into separate warrant transactions
resulting in gross proceeds of US$51.9 million that involved the sale of
warrants to purchase its common stock to the same financial institutions
that entered into the convertible note hedge transactions.  The convertible
note hedge and warrant transactions will effectively increase the conversion
price of the convertible notes to approximately US$62.59 per share of its
common stock, representing a 77.5% premium based on the last reported sale
price on Nov. 7, 2006 of US$35.26 per share.

The Company also used US$63.3 million of the net proceeds to repurchase
approximately 1.8 million shares of its common stock contemporaneously with
the closing of the notes offering in privately negotiated block trades.

The remaining net proceeds of approximately US$155.6 million will be used
for general corporate purposes, including possible future acquisitions and
additional new vessel construction.

The Company further disclosed that the financial institutions that were
counterparties on the convertible note hedge and warrant transactions or
their affiliates purchased shares of the Company's common stock in privately
negotiated transactions concurrent with or shortly after pricing of the
notes.  In addition, the financial institutions or their affiliates may
modify their hedge positions by entering into or unwinding various
derivative transactions and/or purchasing or selling shares of the Company's
common stock in secondary market transactions prior to expiration of the
convertible note hedge and warrant transactions.

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
-- http://www.hornbeckoffshore.com/-- through its subsidiaries, provides
offshore supply vessels for the offshore oil and gas industry primarily in
the United States Gulf of Mexico and Puerto Rico.


HORNBECK OFFSHORE: Moody's Holds Low-B Ratings with Neg. Outlook
----------------------------------------------------------------
Moody's affirmed Hornbeck Offshore Services Inc.'s Ba3 corporate family
rating, Ba3 Probability of Default Rating, Ba3 and LGD4, 55% senior
unsecured note ratings, and changed the outlook from stable to negative.

The rating affirmation was consequent to HOS's new US$220 million 1.625%
senior unsecured convertible note offering, with a US$30 million green-shoe
option that was exercised by investors.

The proceeds from the convertible notes will augment the company's current
US$320 million cash balance underpinning its current US$560 million new
build program through 2010 and will also provide the company with increased
optionality to execute a potential strategic acquisition and additional
newbuilds.

Although the company's overall profile is in line with the Ba3 rated peers,
the negative outlook reflects the added debt that causes HOS' upcycle
financial leverage to significantly increase without the addition of any
associated operating cash flow.  The pro forma LTM leverage for the
transaction of approximately 4.23x is not only higher than Moody's
anticipated for the Ba3 CFR, but it is currently of a B-rated profile.

Although Moody's believes that current market conditions look supportive
into 2007 and is likely to cause leverage to increase over the next few
quarters, recent commodity price declines could lead to softer market
conditions in the latter half of 2007 and possibly into 2008 and thus
potentially slow HOS's leverage reduction given that it is entirely
dependent on EBITDA growth and no debt repayment.  While HOS' pro forma cash
balances will be about US$475 million, the current newbuild program is
US$560 million, the higher debt could put a degree of stress on the balance
sheet if market conditions were to change and the company were to commit the
new proceeds to either increase the already aggressive newbuild program or
to complete a meaningful acquisition.

In addition, over the past couple of years, the convertible notes market has
evolved to create transactions that cause a degree of value transfer from
the bonds to equity.  A portion of the proceeds from HOS's convertible note
offering was used to pay for the net cost of the convertible note hedge
transaction which serves to protect the equity from dilution.  This hedge
was achieved through HOS's purchase of a call option on its stock at the
conversion price while simultaneously selling warrants with a higher strike
price.  This effectively resulted in the conversion price being set at a 77%
premium, thus making conversion harder to achieve.

Further, share count reduction also occurred as HOS repurchased
approximately 1.8 million shares of its common stock in a negotiated block
trade to offset the degree of short selling that has become a feature of
convertibles.  The net result is that the company is left with about
US$155.6 million of net proceeds that can be deployed for re-investment and
the effective coupon on the notes increases to approximately 2.57% since it
is paying 1.625% on the full US$250 million, including the green-shoe.

To move back to a stable outlook, there needs to be a clear indication that
management is meeting its projections and reducing sustainable leverage back
to within the 3.5x range.

Also, there needs to be no added leverage if the company either adds to the
newbuild program or completes a material acquisition.  In addition, a stable
outlook would require that additional new builds, particularly if they are
at a higher cost, are backed by firm contracts that provide sufficient cover
for the capital needed to complete them.  A move back to a stable outlook
will also require that HOS does not execute stock buybacks, especially while
the majority of the newbuild program still needs to be funded and completed.

Hornbeck Offshore Services, Inc., a diversified marine service company
headquartered in Covington, Louisiana, is a leading provider of
technologically advanced, new generation OSVs primarily in the GoM and
select international markets, and is a leading transporter of petroleum
products through its fleet of ocean-going tugs and tank barges primarily in
the northeastern U.S., the GoM and in Puerto Rico.  Hornbeck currently owns
a fleet of over 60 vessels primarily serving the energy industry.


LB COMMERCIAL: Moody's Holds Junk Ratings on Two Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and affirmed
the ratings of 10 classes of LB Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1998-C4:

   -- Class A-1-b, US$680,048,552, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class A-2, US$332,234,160, Fixed, affirmed at Aaa
   -- Class B, US$106,343,000, Fixed, affirmed at Aaa
   -- Class C, US$106,344,000, Fixed, affirmed at Aaa
   -- Class D, US$121,535,000, Fixed, upgraded to Aaa from A2
   -- Class E, US$30,384,000, Fixed, upgraded to Aa3 from Baa1
   -- Class F, US$50,640,000, Fixed, upgraded to Baa1 from Ba1
   -- Class G, US$45,576,000, Fixed, upgraded to Ba1 from Ba2
   -- Class H, US$15,192,000, Fixed, affirmed at Ba3
   -- Class J, US$20,255,000, Fixed, affirmed at B1
   -- Class K, US$10,128,000, Fixed, affirmed at B3
   -- Class L, US$15,192,000, Fixed, affirmed at Caa2
   -- Class M, US$10,128,000, Fixed, affirmed at Caa3

As of the Oct. 15, 2006, distribution date, the transaction's aggregate
certificate balance has decreased by approximately 23.3% to US$1.6 billion
from US$2 billion at securitization.  The Certificates are collateralized by
250 loans ranging in size from less than 1.0% to 13.4% of the pool, with the
top 10 loans representing 45.6% of the pool.  The pool consists of a large
loan shadow rated component, representing 33.1% of the pool, a conduit
component, representing 63.4% of the pool and a credit tenant lease
component, representing 3.5% of the pool.

Fifty-four loans, representing 22.6% of the pool, have defeased and have
been replaced with U.S. Government securities.  The largest defeased loan is
the Arden II Loan (US$104.7 million - 6.7%), which is the third largest loan
in the pool.  There is one loan, representing 0.4% of the pool balance, in
special servicing. Moody's has estimated a loss of approximately
US$1.5 million for the specially serviced loan.  Eight loans have been
liquidated from the pool resulting in realized aggregate losses of
approximately US$16.0 million.  Fifty-nine loans, representing 12.7% of the
pool, are on the master servicer's watchlist.
Moody's was provided with year-end 2005 operating results for 98.5% of the
performing loans excluding defeased assets and CTL loans.  Moody's weighted
average loan to value ratio for the conduit component is 82.6%, compared to
88.1% at Moody's last full review in Feb. 2005 and compared to 92% at
securitization. Moody's is upgrading Classes D, E, F and G due to increased
subordination levels, defeasance and stable overall pool performance.
Classes C and D were upgraded on Aug. 2, 2006 and Class D was placed on
review for further possible upgrade based on a Q tool based portfolio
review.

The large loan component consists of five-shadow rated loans.  The largest
shadow rated loan is the TRT Holdings Loan
(US$208.5 million -- 13.4%), which is secured by five Omni Hotels located in
New York, Chicago and Texas.  The portfolio contains 1,858 rooms with the
hotels ranging in size from 337 to
410 rooms.  The portfolio's RevPAR for calendar year 2005 was US$135.50,
which represents a 17.6% increase since last review and an increase of 6.3%
since securitization.  The strongest performer was the Omni Berkshire Place
Hotel in New York City, which experienced a 38.9% increase in RevPAR, from
US$191.5 at securitization to US$266.00 in calendar year 2005.  All of the
five hotels reported increases in net operating income since last review
ranging from 5.6% to 38.2%.  Overall, performance has improved significantly
since last review.

Moody's current shadow rating is Ba1, compared to Ba3 at last review and
compared to Baa1 at securitization.

The second largest shadow rated loan is the Mills Loan
(US$130.9 million -- 8.4%), which is secured by a 1.2 million square foot
super regional mall located in Ontario, California.  The property's
performance has improved since securitization due to increased rents, stable
expenses and amortization.  The property is 99.7% occupied, essentially the
same as at securitization.

Moody's current shadow rating is A3, compared to A3 at last review and
compared to Baa3 at securitization.

The third largest shadow rated loan is the Fresno Fashion Fair Mall Loan
(US$64.7 million -- 4.2%), which is secured by a
900,000 square foot regional mall located in Fresno, California. The
property's performance has improved significantly since securitization,
largely due to its dominant market position.  Net operating income has
increased by approximately 22.0% since last review and approximately 60.0%
since securitization.  As of March 2006, the mall was 95.8% occupied,
compared to 98.0% at securitization.  The center is anchored by J.C. Penney,
Macys and Gottschalks.

Moody's current shadow rating is Aa2, compared to A2 at last review and
compared to Baa3 at securitization.

The fourth largest shadow rated loan is the Bayside Loan
(US$55.7 million -- 3.6%), which is secured by the Bayside Marketplace, a
250,000 square foot specialty retail center located in Miami, Florida.
Despite occupancy dropping to 83% as of March 2006 from 96.0% at
securitization, the property's overall performance has improved.  Moody's
current shadow rating is Baa2, compared to Baa3 at last review and compared
to Ba1 at securitization.

The fifth largest shadow rated loan is the Inland Portfolio Loan (US$54.6
million - 3.5%), which is secured by a portfolio of 12 retail properties
located in Illinois, Minnesota, Indiana and Wisconsin.  The portfolio totals
1.2 million square feet. Occupancy is currently 96%, compared to 94% at last
review and compared to 98.0% at securitization.  The loan is interest only
through the Anticipated Repayment Date of Oct. 1, 2008.

Moody's current shadow rating is Baa1, compared to Baa2 at last review and
compared to A3 at securitization.

The top three non-defeased conduit loans represent 3.9% of the pool.  The
CTL component includes 25 loans secured by properties under bondable leases.
The largest CTL exposures are CVS, Kmart and Food Lion.  The weighted
average shadow rating for the CTL component is Ba2, compared to Baa3 at
securitization.

The pool collateral is a mix of retail, U.S. Government securities, hotel,
multifamily and mobile home, office, CTL industrial and self-storage and
healthcare.  The collateral properties are located in 33 states and Puerto
Rico.  The highest state concentrations are California, Texas, New York,
Florida, and Illinois.  All of the loans are fixed rate.


MUSICLAND HOLDING: Panel Wants to Recover Fraudulent Transfers
--------------------------------------------------------------
Pursuant to Sections 547, 548, 550 and 551 of the Bankruptcy
Code, the Official Committee of Unsecured Creditors in Musicland Holding
Corp. and its debtor-affiliates' chapter 11 cases, seeks to avoid and
recover certain preferential and fraudulent transfers made by the Debtors to
20 secured trade creditors.

Prior to filing for bankruptcy, the Debtors ordered and received goods from
the Secured Trade Creditors.  Mark S. Indelicato, Esq., at Hahn & Hessen
LLP, in New York, discloses that within 90 days prior to the Petition Date,
certain of the Debtors made monetary transfers and returned various goods to
and for the benefit of the Creditors.

Mr. Indelicato asserts that the Transfers constitute preferential and
fraudulent transfers for these reasons:

   (a) The Transfers were made within 90 days before the
       Petition Date;

   (b) The Transfers constitute an interest in the Debtors'
       property;

   (c) The Transfers were made for or on account of antecedent
       debts owed to the Creditors by one or more of the Debtors
       before the Transfers were made;

   (d) The Transfers were made while the Debtors were insolvent;

   (e) The Transfers enabled the Creditors to receive more than
       what they would have receive if:

          (i) the Debtors' cases were under Chapter 7 of the
              Bankruptcy Code;

         (ii) the Transfers had not been made; and

        (iii) the Creditors received payment on account of the
              debt paid by the Transfers to the extent provided
              by the provisions of the Bankruptcy Code; and

   (f) The Debtors received less than a reasonably equivalent
       value in exchange for the Transfers.

As part of the Debtors' business relationship with the Creditors, the
Debtors were entitled to take certain deductions or chargebacks that arose
from price protection programs, advertising programs and other incentives,
Mr. Indelicato states.

The Creditors are parties to certain Price Protection Programs and
Advertising Programs and have breached their obligations by failing to remit
payment to the Debtors' estates for credits earned by and owed to the
Debtors, Mr. Indelicato adds.

Moreover, the Creditors owe debts to the Debtors' estates pursuant to the
postpetition Price Protection and Advertising Programs, Mr. Indelicato says.
"All or part of the sums due and owing from the [Creditors] to the Debtors
constitute property of the Debtors' respective estates, which [the
Creditors] are required to turnover to the Debtors pursuant to Section
5429b) of the Bankruptcy Code."

Mr. Indelicato emphasizes that the Creditors are not entitled to offset the
postpetition amounts due to the Debtors' estates under the Price Protection
and Advertising Programs against any
prepetition debt owed by the Debtors.

The Committee asks the U.S. Bankruptcy Court for the Southern District of
New York to:

   (a) avoid the Transfers;

   (b) to the extent the Creditors possess filed or scheduled
       claims against the Debtors which have not been
       transferred or assigned to an unrelated party who is not
       a member of the Secured Trade Creditors Committee,
       disallow the Creditors' Claims until the Transfers are
       repaid in full to the Debtors;

   (c) in relation to the Transfers, enter judgment in favor of
       the Committee and against the Creditors in these amounts,
       plus interest at the legal rate from the date of the
       Transfers, together with all costs of the lawsuit:

       Creditor                                        Amount
       --------                                        ------
       Bertelsmann Music Group, Inc.                US$1,643,880
       Sony BMG Music Distribution

       Caroline Records Inc.                             708,087

       EMI Music Inc.                                  3,718,940

       Paramount Home Entertainment, Inc.              6,163,153
       Paramount Pictures Corporation

       RED Distribution, Inc.                            855,806
       RED Distribution, LLC

       Sony Music Entertainment Inc.                   2,989,911

       Sony Home Entertainment, Inc.                   5,149,433
       Sony Pictures Home Entertainment, Inc.

       Twentieth Century Fox Home Entertainment LLC   14,608,033
       Twentieth Century Fox Home Entertainment, Inc.

       Universal Music Group                          10,134,372
       Universal Music Group Distribution, Corp.

       V.P.D. IV, Inc.                                 1,698,875
       Video Products Distributors, Inc.

       Warner/Elektra/Atlantic Corporation             4,586,393
       WEA Corporation, WEA Inc.

   (d) enter judgment in favor of the Committee and against the
       Creditors for amounts due and outstanding to the Debtors'
       estates under the postpetition Price Protection and
       Advertising Programs:

       Creditor                                         Amount
       --------                                         ------
       Paramount Home Entertainment, Inc.             US$304,545
       Paramount Pictures Corporation

       Sony Home Entertainment, Inc.                     472,278
       Sony Pictures Home Entertainment, Inc.

       Twentieth Century Fox Home Entertainment LLC      657,149
       Twentieth Century Fox Home Entertainment, Inc.

Headquartered in New York, New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products.  The Debtor
and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and debts.
(Musicland Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


MUSICLAND HOLDING: Walks Away from Calhoun Beach Lease Contract
---------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of New York that they are rejecting their
residential real property lease contract with the Community Management Team
of the Calhoun Beach Club, effective as of Oct. 31, 2006.

As reported in the Troubled Company Reporter on June 6, 2006, pursuant to
Sections 365 and 554 of the Bankruptcy Code, the Debtors obtained the
Court's approval of expedited procedures for rejecting executory contracts
and unexpired personal and residential real property leases.

The Debtors will no longer require many of the properties, goods and
services they obtained under various executory contracts and unexpired
leases to which they were party after the closing of the Trans World
Entertainment Corporation sale.

Headquartered in New York, New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products.  The Debtor
and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and debts.
(Musicland Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


ORIENTAL FINANCIAL: Increasing Mortgage Loan Market Share
---------------------------------------------------------
Jose Rafael Fernandez, president and chief executive officer of Oriental
Financial Group, told Business News Americas that the firm expects to double
its mortgage loan market share up to 9% in three to four years.

Oriental Financial does not rule out an acquisition to boost its mortgage
loan market share, BNamericas says, citing Mr. Fernandez.

BNamericas underscores that Doral Financial Corp., R&G Financial and First
BanCorp -- the largest mortgage lenders in Puerto Rico -- have run into
serious accounting problems regarding mortgage loans and, as a result, lost
market share.

Mr. Fernandez told BNamericas, "These banks' accounting problems coupled
with an economy on the verge of recession and higher interest rates created
a perfect storm.  Fortunately, Oriental was not one of these banks, although
we did have to reclassify certain mortgage loans."

Mr. Fernandez said that Oriental Financial, as a smaller but agile bank,
took advantage of the opportunity and increased its market share in the
mortgage loan segment to 4% from 2.5% at the start of 2006, BNamericas
notes.

Mr. Fernandez told BNamericas, "We still see room to keep growing our market
share organically, while there is also the possibility of acquiring another
institution or assets thanks to our excess capital."

According to BNamericas, the capital base of Oriental Financial is 10% of
its US$4 billion in assets.

Oriental Financial is concentrating on loan growth to boost interest income
and counterbalance the effects of the flat-to-inverted yield curve,
BNamericas relates.  Its total net loans increased 31% to US$1.18 billion in
September 2006, compared with September 2005.  Its commercial lending
doubled to US$240 million.

BNamericas emphasizes that Mr. Fernandez aims to more than double Oriental
Financial's 2% market share to 5-6% by 2010.

However, Mr. Fernandez admitted to BNamericas that faster loan origination
and weak economy would likely result in future asset quality deterioration
and higher loan loss provisions for both Oriental Financial and the
financial system as a whole.

Rising interest rates have made deposits re-price faster than loans and
squeezed the bank's financial margin, BNamericas says, citing Mr. Fernandez.
Third quarter profits dropped 83.7% to US$1.18 million, compared with the
same quarter of 2005.

Mr. Fernandez told BNamericas, "We have also been working on boosting fee
income and reducing fixed costs 7-8%.  However, we have been able to offset
only part of the effect of rising interest rates."

BNamericas states that Mr. Fernandez is positive that while interest rates
will continue to affect results in the fourth quarter, indications the Fed
might start reducing its rate by 2007 could benefit earnings by the end of
2007.

Analysts were concerned on further margin compression for Oriental Financial
as the bank likely has the most leveraged balance sheet of any bank in
Puerto Rico, with almost 70% of assets being securities, BNamericas states.

Oriental Financial Group Inc. (NYSE: OFG) --
http://www.OrientalOnline.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 24 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 on Jan. 13, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' long-term
counterparty credit rating to Oriental Financial Group.  S&P
also assigned its 'BBB-' counterparty rating to Oriental's
principal operating subsidiary, Oriental Bank & Trust.  S&P said
the outlook for both entities is negative.


PEP BOYS: Third Quarter 2006 Sales Reach 0.9% to US$550 Mil.
------------------------------------------------------------
The Pep Boys - Manny, Moe & Jack reported results for the thirteen weeks
(third quarter) and thirty-nine weeks ended
Oct. 28, 2006.

               Third Quarter Operating Results

Sales

Sales for the thirteen weeks ended Oct. 28, 2006, were US$550,849,000, 0.9%
more than the US$545,904,000 recorded last year.  Comparable Sales increased
0.8 %, including a 0.2% comparable merchandise sales increase and a 3.9%
comparable service revenue increase.  In accordance with GAAP, merchandise
sales includes merchandise sold through both its retail and service
centerlines of business and service revenue is limited to labor sales.
Recategorizing Sales into the respective lines of business from which they
are generated, comparable Retail Sales (DIY and Commercial) decreased 1.8%
and comparable Service Center Revenue (labor plus installed merchandise and
tires) increased 4.8%.

Earnings

Net Loss from Continuing Operations Before Cumulative Effect of Change in
Accounting Principle improved from a Net Loss of US$11,376,000 (US$.21 per
share -- basic and diluted) to a Net Loss of US$7,721,000 (US$.14 per
share -- basic and diluted).

                  Nine Months Operating Results

Sales

Sales for the nine months ended Oct. 28, 2006, were US$1,686,015,000 versus
US$1,687,548,000 recorded last year.  Comparable Sales increased 0.1%,
including a 0.1% comparable merchandise sales decrease and a 1.0% comparable
service revenue increase.  Recategorizing Sales (see above), comparable
Retail Sales decreased 1.7% and comparable Service Center Revenue increased
2.9%.

Earnings

Net Loss from Continuing Operations Before Cumulative Effect of Change in
Accounting Principle improved from a Net Loss of US$12,930,000 (US$.23 per
share -- basic and diluted) to a Net Loss of US$7,118,000 (US$.13 per
share -- basic and diluted).

William Leonard, Interim CEO said, "While the external operating environment
continued to be difficult this quarter, the company have started to make
progress in improving its operating results.

Notably, the company posted positive comparable store sales in its service
center operations, and made continued progress on its retail margins. Also,
the company has been making continuing efforts to reduce its cost structure
to help improve overall results.  The company expects to build momentum on
these initiatives into the final quarter of the year and through next year.

Rebuilding the operating performance of its service center operations
remains my highest priority.  I am confident that building on a foundation
of the right people, executing every day, and delighting its service
customers will allow this franchise to thrive again."

Harry Yanowitz, Chief Financial Officer, said, "The company have reinforced
its balance sheet through a restrained capital spend, careful working
capital management, and completed an important refinancing.  These efforts
have generated significant cash flow improvements and given the organization
the ability to focus solely on improving current operating results by moving
its next significant funded debt maturity to 2013.  During the quarter, the
company amended its Term Loan Facility to increase its size from US$200 to
US$320 million, to extend its maturity from January 2011 to October 2013 and
to reduce its interest rate from LIBOR plus 3.00% to LIBOR plus 2.75% (with
the ability to further reduce the interest rate to LIBOR plus 2.50%, upon
achieving a specified leverage ratio).  Proceeds were used to satisfy and
discharge US$119 million in outstanding convertible notes that mature June
1, 2007.  Due to this refinancing, the company recorded additional interest
expense of US$4.2 million to reflect pre-paid interest, fees and expenses,
and the fair value of the remaining conversion option in the defeased
convertible notes.

Margins, as presented in its Line of Business format, improved slightly,
despite negative comps in retail, higher tire prices and higher depreciation
and occupancy costs.  SG&A expenses were essentially flat, as the company
anniversaried the reductions made during the third quarter last year.

In the third quarter this year versus last year, Operating Profit improved
by US$11.7 million to US$3.2 million, and EBITDA improved by US$12.3 million
to US$25.1 million.  Year-to-date Net Cash Provided by Operating Activities
has improved by US$83.5 million, and Capital Expenditures are US$40.1
million less than last year.

The company had no significant Gain or Loss on Sale of real estate
properties in the third quarter of 2006 or 2005. In the third quarter last
year, the company recorded an increase to its road hazard tire warranty
estimate which reduced sales, margins and pre-tax operating income by
approximately US$1.9 million."

                     Accounting Matters

Co-op Advertising

During fiscal 2005, a portion of its vendor support funds were provided in
support of specific advertising costs, or "co-op," which, in accordance with
EITF No. 02-16, the company accounted for as a reduction of SG&A.  The
company has completed the restructuring of substantially all of its vendor
agreements to provide flexibility in how the company uses vendor support
funds, to eliminate the administrative burden of tracking the application of
such funds and to ensure that the company is receiving the best possible
pricing. In the third quarter of fiscal 2006, all of the allowances received
from vendors were accounted for as a reduction of inventories and recognized
as a reduction to cost of sales as the related inventories are sold in
accordance with EITF No. 02-16.  Assuming that all of its vendor agreements
had been so restructured as of July 30, 2005, both its SG&A and Gross Profit
for the third quarter of fiscal 2005 would have increased by approximately
US$7.5 million, without materially impacting inventory valuation or Net Loss
from Continuing Operations Before Cumulative Effect of Change in Accounting
Principle.

The Pep Boys - Manny, Moe & Jack -- http://pepboys.com/-- has
593 stores and more than 6,000 service bays in 36 states and
Puerto Rico.  Along with its vehicle repair and maintenance
capabilities, the Company also serves the commercial auto parts
delivery market and is one of the leading sellers of replacement
tires in the United States.

                        *    *    *

As reported in the Troubled Company Reporter on Sept. 22, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Pep Boys-Manny, Moe & Jack's term loan after the company
announced plans to increase the size of the facility by US$120
million to US$320 million.  Proceeds from the additional US$120
million term loan will be used to refinance its convertible
notes which mature in June 2007.  At the same time, the rating
on the US$357.5 million asset-based revolver was raised to 'B+'
from 'B' to properly realign its ratings with the term loan and
to reflect Standard & Poor's increased comfort with the
collateral and terms securing this facility.  The 'B-' corporate
credit and other ratings were affirmed; the outlook is negative.


PILGRIM'S PRIDE: Incurs US$7.5MM Fourth Quarter 2006 Net Loss
-------------------------------------------------------------
Pilgrim's Pride Corp. reported a net loss of US$7.5 million, or US$0.11 per
share, on total sales of US$1.338 billion for the fourth quarter ended Sept.
30, 2006.  Included in net income for the fourth quarter of fiscal 2006 are
non-recurring U.S. and foreign tax expenses of US$25.8 million, or US$0.39
per share, related to the company's repatriation of US$155 million of
foreign earnings pursuant to the American Jobs Creation Act of 2004.
Excluding the effect of this one-time item, net income for the fourth fiscal
quarter would have been US$18.3 million, or US$0.28 per share, exceeding
consensus analyst estimates of US$0.14 per share.  For the fourth quarter of
fiscal 2005, the company reported net earnings of US$74.7 million, or
US$1.12 per share, on total sales of US$1.483 billion.

"We are pleased that in the fourth quarter, excluding the tax effect
associated with our foreign dividend repatriation, we returned to
profitability, particularly in light of the tremendous challenges facing the
U.S. chicken industry," said O.B. Goolsby, Jr., Pilgrim's Pride president
and chief executive officer. "Our financial performance during the quarter
reflected an improvement in chicken prices for most of the quarter, coupled
with the progress we have made toward lowering our costs and operating more
efficiently in a difficult operating environment."

Last May, Pilgrim's Pride announced a multi-point plan designed to improve
the company's competitive position. This plan included a 3% reduction in
weekly chicken processing, which had been fully implemented by the end of
July, as well as a reduction in capital investment and a sharpened focus on
cost reductions and improved efficiencies.

However, over the past two months market conditions have weakened, as
evidenced by a decrease in prices for boneless breast meat and leg quarters,
as well as a sharp increase in the price of corn and soybean meal.

In response, Pilgrim's Pride on Oct. 29 announced further plans to reduce
weekly chicken processing by 5% year-over-year -- or approximately 1.3
million head -- beginning January 1, 2007, in an effort to better balance
production and demand. The company said it intends to keep the reduction in
effect until average industry margins return to more normalized levels.

"We firmly believe that lowering overall supply to better match demand is an
important component in helping return the U.S. chicken industry to more
normalized levels.  Although the near-term operating environment remains
challenging, we are confident that continued demand for high-quality,
convenient and low-fat meat proteins will position Pilgrim's Pride for
profitable long-term growth when conditions in the chicken markets improve,"
added Mr. Goolsby.

For the full 2006 fiscal year, the company reported a net loss of US$34.2
million, or US$0.51 per share, on total sales of US$5.236 billion.  Included
in net income for fiscal 2006 are non-recurring U.S. and foreign tax
expenses of US$25.8 million, or US$0.39 per share, related to the company's
repatriation of US$155 million of foreign earnings pursuant to the American
Jobs Creation Act of 2004.  Excluding the effect of this one-time item, net
loss for fiscal 2006 would have been US$8.4 million, or US$0.12 per share,
exceeding consensus analyst estimates of a loss of US$0.26 per share.  For
the full 2005 fiscal year, Pilgrim's Pride reported net earnings of US$265.0
million, or US$3.98 per share, on sales of US$5.666 billion. Included in the
net income for fiscal 2005 were a non-recurring gain of US$7.5 million net
of tax, or US$0.11 per share, associated with a litigation settlement, and
recoveries on prior year's turkey restructuring charges of US$3.3 million
net of tax, or US$0.05 per share.  Excluding these items, adjusted earnings
for fiscal 2005 would have been US$254.2 million, or US$3.82 per share.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp.
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces, distributes and
markets poultry processed products through retailers, foodservice
distributors and restaurants in the United States, Mexico and in Puerto
Rico.  Pilgrim's Pride employs approximately 40,000 people and has major
operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North
Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi
and Utah.

                        *    *    *

In connection with Moody's Investors Service's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology for the
U.S. Consumer Products sector, the rating agency held its Ba2 Corporate
Family Rating for Pilgrim's Pride Corp.  In addition, Moody's revised or
held its probability-of- default ratings and assigned loss-given-default
ratings on the company's note issues, including an LGD6 rating on its US$100
million 9.250% Sr. Sub. Global Notes Due Nov. 15, 2013, suggesting
noteholders will experience a 95% loss in the event of a default.


RENT-A-CENTER: Completes Acquisition of Rent-Way
------------------------------------------------
Rent-A-Center, Inc., has completed the previously announced acquisition of
Rent-Way, Inc., an operator of approximately 782 rent-to-own stores in 34
states.  As a result of the completion of the acquisition, Rent-Way is now a
wholly owned indirect subsidiary of the company.

The company completed the refinancing of its senior secured debt.  The new
US$1,322.5 million senior credit facility consists of US$922.5 million in
term loans and a US$400 million revolving credit facility. Of the US$922.5
million in term loans, US$322.2 was used to refinance the company's existing
term loans and US$600.3 million was drawn down today and utilized to finance
the acquisition of all of the outstanding capital stock of Rent-Way, repay
the outstanding indebtedness of Rent-Way, and pay transaction expenses.

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates the largest chain of
consumer rent-to-own stores in the U.S. with 2,751 company
operated stores located in the U.S., Canada, and Puerto Rico.
The company also franchises 297 rent-to-own stores that operate
under the "ColorTyme" and "Rent-A-Center" banners.

                        *    *    *

Standard & Poor's Ratings Services lowered on Oct. 10, 2006, its
corporate credit rating on Plano, Texas-based Rent-A-Center Inc.
to 'BB' from 'BB+'.  S&P said the outlook is negative.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating to Rent-A-Center Inc.'s proposed US$1.325 billion credit
facility.  The rating agency also assigned a recovery rating of
'2' to the facility, indicating the expectation for substantial
(80%-100%) recovery of principal in the event of a payment
default.  The proposed loan comprises:

   -- a US$400 million revolving credit facility due in 2011,
   -- a US$200 million term loan A due in 2011, and
   -- a US$725 million term loan B due in 2012.

"The downgrade is due to an increase in debt leverage and a
decline in cash flow protection, as the acquisition of Rent-Way
Inc. will be funded with US$600 million of incremental debt,"
said Standard & Poor's credit analyst Gerald Hirschberg.


SIMMONS BEDDING: Acquires Simmons Canada from SCI for CAD136.8MM
----------------------------------------------------------------
Simmons Bedding Co. has completed its acquisition of Simmons Canada Inc.
from SCI Income Trust.

Simmons Bedding Co. paid CAD16.25 per SCI unit, or CAD136.8 million in
aggregate, which will be distributed to SCI unitholders.  The transaction
was approved at a special meeting of SCI unitholders on Nov. 14, 2006.

Simmons Company also disclosed that Simmons Canada's President and Chief
Executive Officer, Terry Pace, is retiring effective Nov. 15, 2006.  Mr.
Pace is leaving Simmons Canada after more than twenty years of service.

"We are extremely appreciative of the contributions Terry has made to
Simmons' North American presence and we wish him the best that retirement
has to offer," said Charlie Eitel, Chairman and Chief Executive Officer of
Simmons Company.

                   About Simmons Canada

Simmons Canada Inc., the operating company wholly owned by SCI
Income Trust, -- http://www.simmonscanada.com/-- is a leading
manufacturer of mattresses and foundations in Canada.  The
company manufactures five nationally-known brand names of
mattresses, Beautyrest(R) (now featuring Evolution the Non-Flip
Pocket Coil(R)), BackCare(R), Beautysleep(R), Dreamscapes and
sang(TM) as well as manufacturing and distributing the Obus
Forme(TM) line of mattresses and foundation under license.
Simmons Canada also contracts the manufacture of Hide-A-Bed(R)
convertible sofas and other upholstery products and high quality
furniture.  Simmons Canada supplies its products to a broad
range of customers, including national department store chains,
specialty sleep stores, furniture buying groups, independent
furniture retailers as well as to the hospitality industry.
Simmons Canada services its customers from factories in
Vancouver, Calgary, Toronto and Montreal.

                About Simmons Bedding Company

Based in Atlanta, Simmons Bedding Company or Simmons US, a
subsidiary of Simmons Company, -- http://www.simmons.com/--  
manufactures and markets a broad range of products including
Beautyrest(R), BackCare(R), Beautyrest Black(TM), Natural
Care(TM) Latex, BackCare Kids(R) and Deep Sleep(R).  Simmons US
operates 17 conventional bedding manufacturing facilities and
two juvenile bedding manufacturing facilities across the United
States and Puerto Rico.

                        *    *    *

As reported in the Troubled Company Reporter on May 26, 2006
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating to Altanta, Georgia-based Simmons
Bedding Co.'s proposed US$490 million senior secured term loan D
due 2011.  Standard & Poor's also raised its rating on the
company's existing US$75 million revolving credit facility to
'BB-' from 'B+', and assigned a '1' recovery rating to the
facility.  S&P said the outlook is negative.




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


DIGICEL LTD: May Raise Up to US$2.5 Billion to Fund US Entry
------------------------------------------------------------
Denis O'Brien, chairperson of Digicel Ltd., told the Time Magazine that he
is planning to raise up to US$2.5 billion in an initial public offering for
the firm to help finance its launching in the United States.

Mr. O'Brien had denied to the Sunday Business Post in October that he was
preparing "floatation" on the New York Stock Exchange.

Mr. O'Brien told the Time Magazine, "I've launched a Tet offensive on every
possible objection because there's nobody who doesn't deserve a new phone."

The Time Magazine relates that Mr. O'Brien owns over 80pc of Digicel, the
firm's 2,000 employees hold an 8pc stake and the private equity firm
Blackstone Group has about 3pc.

However, Mr. O'Brien has not ruled out an initial public offering to fund
Digicel's entry into the US market, which could need US$2.5 billion, the
Time Magazine notes.

According to Business World, Digicel is allegedly hiring workers for its US
branch.

Time magazine states that Digicel could target US clients who are young,
poor or immigrants.  These are groups that traditional operators avoid.

Business World underscores that this kind of strategy reflects Digicel's
moves to dominate the Caribbean market.

"We are going to completely change how Americans view cell phones," Mr.
O'Brien told Business World.

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

The company is the lead sponsor of Caribbean sports teams
including the West Indies Cricket Team, Special Olympics teams
across the Caribbean and is the title sponsor of the Digicel
Caribbean Football Union Cup, which involves over 30 Caribbean
countries and is an important qualifier towards the CONCACAF
Gold Cup.

                        *    *    *

On July 12, 2006, Moody's Investors Service assigned a B3 senior
unsecured rating to the US$150 million add-on Notes offering of
Digicel Limited and affirmed Digicel's existing B3 senior
unsecured and B1 Corporate Family Ratings.  The outlook has been
changed to stable from positive.

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Limited's proposed add-on offering of US$150 million 9.25%
senior notes due 2012.  These notes are an extension of the
US$300 million notes issued in July 2005.  In addition, Fitch
also affirms Digicel's foreign currency Issuer Default Rating
and the existing US$300 million senior notes due 2012 at 'B'.
Fitch said the Rating Outlook is Stable.


DIGICEL: Deploys NMS' AccessGate to Improve Backhaul Performance
----------------------------------------------------------------
Digicel Ltd. has deployed NMS Communications' AccessGate RAN optimization
solution to improve backhaul performance and efficiency and also to provide
route diversity for critical mobile traffic in the French West Indies
between Martinique, Guadeloupe and French Guyana, home of the European Space
Center.

With the implementation of AccessGate, Digicel has been able to optimize and
increase its GSM Ater capacity through existing leased submarine fiber
between its BSC (base station controller) in Guyana and its MSC (mobile
switching center) in Martinique.  AccessGate is also enabling route
diversity via satellite backhaul in the event of an outage on the submarine
fiber.

"AccessGate is allowing us to maximize the potential of existing E1
circuits, therefore saving costs while adding network reliability," said
Eric Viel, CEO of Digicel in the French West Indies.

Manuel Thibault Ramage, CTO, adds, "AccessGate is one of the most advanced
and widely deployed RAN optimization products on the market. Of all
competitive offerings, this is the solution we selected to handle our
critical traffic needs."

AccessGate optimizes the transport of GSM and UMTS voice and data traffic
over TDM- and IP-based wireless networks, allowing mobile operators to
accommodate growth and roll out new subscriber services more quickly and
cost-effectively.  AccessGate is equipped with patented deep packet
inspection RAN optimization technology as well as vendor-independent,
multi-service and multi-protocol aggregation capabilities.  AccessGate has
garnered field-proven expertise with more than 20 operator deployments
worldwide.

"Our AccessGate solution has already proven its capabilities in mobile
networks around the globe, delivering backhaul bandwidth reductions of more
than 50 percent," said John Orlando, chief marketing officer for NMS.
"AccessGate leads the market in deployments because it is the most reliable
and cost-effective RAN backhaul solution available."

                  About NMS Communications

NMS Communications provides technologies and solutions for mobile
applications and infrastructure.  NMS develops products that enable new
mobile voice, data and video applications and improve the performance and
quality of wireless networks, helping our customers grow their revenues and
profits.

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

The company is the lead sponsor of Caribbean sports teams
including the West Indies Cricket Team, Special Olympics teams
across the Caribbean and is the title sponsor of the Digicel
Caribbean Football Union Cup, which involves over 30 Caribbean
countries and is an important qualifier towards the CONCACAF
Gold Cup.

                        *    *    *

On July 12, 2006, Moody's Investors Service assigned a B3 senior
unsecured rating to the US$150 million add-on Notes offering of
Digicel Limited and affirmed Digicel's existing B3 senior
unsecured and B1 Corporate Family Ratings.  The outlook has been
changed to stable from positive.

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Limited's proposed add-on offering of US$150 million 9.25%
senior notes due 2012.  These notes are an extension of the
US$300 million notes issued in July 2005.  In addition, Fitch
also affirms Digicel's foreign currency Issuer Default Rating
and the existing US$300 million senior notes due 2012 at 'B'.
Fitch said the Rating Outlook is Stable.




=============
U R U G U A Y
=============


* URUGUAY: Private Sector Banks Post UYU1.64B 10-Month Profit
-------------------------------------------------------------
Figures from the Uruguayan central bank indicates that the combined profit
of the nation's 13 private sector banks increased 154% to UYU1.64 billion in
the first 10 months of 2006, compared with the same period of 2005, Business
News Americas reports.

BNamericas relates that the local units of Spain's Grupo Santander, Bank of
America and New York-based Discount Bank were mainly responsible for the
sector's profit boost.  The three banks reported strong profits in the first
ten months of 2006, reverting losses in 2005.

According to BNamericas, Dutch bank ABN Amro's local unit continued to lead
the profit ranking with earnings of UYU380 million.  Lloyds TSB's subsidiary
was the worst performer, with losses of UYU55.8 million.

BNamericas underscores that the sector's average return on equity increased
to 12.9% in the first 10 months of 2006, from 4.29% in the first 10 months
of 2005.  Return on assets rose to 1.59% from 0.2%.

The report says that the sector's operating income increased 93% to UYU1.98
billion in the first 10 months of 2006, compared with the same period of
2005.  Bet service income grew 9.0% to UYU1.59 billion, while loan loss
provisions decreased 55.5% to UYU98.5 million.

BNamericas emphasizes that the private banks' combined loan volume increased
20.1% to UYU122 billion in October 2006, compared with October 2005.
Past-due loan ratio remained virtually unchanged at 4.7%.

Lending has increased steadily over the last few quarters in Uruguay, mostly
fueled by commercial loans and consumer loans.  However, loan demand is
still sluggish, BNamericas says, citing Marcelo Sibille, financial
consultancy KPMG economist.

Mr. Sibille told BNamericas, "This is in part because of stricter central
bank deposit reserve requirements and the fact that about 70% of deposits in
the Uruguayan banking system are sight deposits, which increases the
system's liquidity risk."

Mr. Sibille said that the banks' strong liquidity positions and low real
interest rates make it unattractive for banks to capture deposits for now.

Deposits in the Uruguayan financial system have been recovering over the
last few years after a massive drain during the financial crisis in 2002.
However, the US$9.6 billion recorded in October 2006 is still "a far cry"
from the US$15 billion in November 2001, BNamericas states.

                        *    *    *

On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018 'B+'.


* URUGUAY: IFC & MIGA Board Orion Pulp Mill Discussion Delayed
--------------------------------------------------------------
The discussion at the International Finance Corp. and Multilateral
Investment Guarantee Agency or MIGA boards of directors on IFC financing and
a MIGA guarantee of the Orion Pulp Mill project in Uruguay has been delayed.

The IFC and MIGA rules of procedure provide that any item on the agenda for
consideration by the board may be postponed for one meeting, not more than
once, at the request of any board member, effectively until the next
scheduled meeting of the Board.  In this case, that would be on Nov. 21.

IFC and MIGA are requesting their Boards' approval for the project because
they believe the mill will cause no environmental harm and will generate
significant economic benefits for Uruguay.

The Orion mill, majority owned by Finnish company Oy-Metsa Botnia, will be
operated to the highest global standards and comply with IFC and MIGA's
respective environmental and social standards.  A recently issued
independent report provided conclusive evidence that the local area,
including the Argentine city of Gualeguaychu, will not experience adverse
environmental impacts.

The environmental improvements related to the mill include:

   -- treating wastewater from the nearby town of Fray Bentos;

   -- generating electricity from mill operations that will
      offset 68,000 tons a year of carbon dioxide by replacing
      oil burned in public generating plants and reducing acid
      rain;

   -- treating the untreated effluent of an older, unrelated
      pulp mill in the nearby town of Mercedes; and

   -- producing sufficient sodium chlorate to allow local mills
      in Argentina and Uruguay to move to elemental
      chlorine-free pulp production.

The Orion mill represents the largest foreign investment in Uruguay's
history and will help the country move up the value chain beyond the export
of raw materials, while generating some 2,500 much needed local jobs.  The
plant will generate value added equivalent to 2 percent of Uruguay's entire
GDP (based on 2005 figures) and slightly more than 8 percent of the
country's exports for each year of full-capacity production.  It is expected
to operate for about 30 years.

                        *    *    *

On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018 'B+'.




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


CITGO PETROLEUM: Sued for Anticompetitive Price Fixing of Prods.
----------------------------------------------------------------
A federal price-fixing lawsuit was filed on Nov. 13, 2006, against Citgo
Petroleum Inc. on behalf of a class of plaintiffs who purchased gasoline,
asphalt, lubricants, various petrochemicals, motor oil, and other refined
oil products directly from Citgo throughout the United States.

The complaint arises out of Citgo's willing and conspiratorial participation
in the anticompetitive conduct of the Organization of Petroleum Exporting
Countries or OPEC, the world's most notorious and successful price-fixing
cartel.  CITGO, a Delaware corporation, is wholly owned by Petroleos de
Venezuela SA, the state oil company of Venezuela.  Each year Citgo sells
over US$25 billion worth of refined oil products in the United States.

Plaintiffs alleged, as cited in the complaint, that "Venezuela and the OPEC
conspiracy, using Citgo as a tool of its unlawful scheme, have thus entered
United States territory for the purpose and with the effect of bringing to
fruition their unlawful scheme to sell oil-based products to American
consumers at anticompetitive prices."

Venezuela is the fifth-biggest producer in OPEC, which sets production
ceilings for members, resulting in higher oil prices.

Bloomberg underscores that the clients said in their complaint, "Citgo has
itself joined with the members of OPEC as a willing participant in the
price-fixing conspiracy."

OPEC's eleven member nations control more than three-quarters of the world's
proven recoverable crude oil reserves and control more than 40 percent of
the world's oil exports.  The avowed purpose of the OPEC cartel is to raise
and maintain world oil prices above competitive levels, thus increasing the
prices of gas and refined oil products throughout the United States.  As a
result, the cartel's member nations and their instrumentalities, like Citgo,
reap unprecedented monopoly profits at the expense of American consumers.
Crude oil prices have increased from an average of less than US$10 per
barrel in 1986 to a high of over US$78 per barrel in July 2006.  Indeed,
just in the last few weeks, OPEC disclosed that its member nations had
agreed to cut their actual production by 1.2 million barrels per day, from
27.5 million to 26.3 million barrels per day, for the express purpose of
halting the recent decline in oil and establishing a US$60 per barrel floor
on the price of oil.

The complaint, brought under Section 1 of the Sherman Act and Sections 4 and
16 of the Clayton Act, alleges that Citgo actively has participated in
OPEC's illegal price-fixing conspiracy, has provided unlawful assistance to
OPEC, and has implemented Venezuela's and OPEC's price-fixing scheme in the
United States.  The complaint alleges that Citgo has agreed with OPEC to
provide the cartel, directly and through member nation Venezuela, with
technical services and with information that greatly assist OPEC in its
effort to fix the price of oil at anticompetitive levels.

For example, according to the complaint, Citgo's current Board of Directors
member Bernard Mommer and former Director Luis Vierma, participated
extensively in the development of OPEC's Long-Term Strategy while sitting on
the Board of Directors of Citgo.  Mr. Mommer's participation in the
development of OPEC's Long-Term Strategy was so extensive that OPEC issued a
press release explicitly praising Mr. Mommer for the "outstanding work" he
performed in helping to "draw up a comprehensive long-term strategy for the
Organization."  According to lead counsel for the plaintiffs, Charles J.
Cooper of D.C.'s Cooper & Kirk, PLLC, the suit represents the "first time a
major American corporation has been alleged to have directly participated in
OPEC's illegal price-fixing cartel."

The complaint also alleges that, to further Venezuela's participation in and
capability to implement OPEC's price-fixing conspiracy in the U.S., Citgo
has spent hundreds of millions of dollars building refinery capacity that
can handle generally low-quality Venezuelan crude.  Citgo is now the single
largest purchaser of Venezuelan crude oil in the world and Venezuela
supplies more than 50 percent of Citgo's total refining capacity of more
than 700,000 barrels per day.

According to attorney for plaintiffs Robert Eisler of New York's Lieff
Cabraser Heimann & Bernstein, LLP, Citgo's supply contracts are clearly
anticompetitive and designed to assist the cartel, "Citgo has agreed to buy
Venezuela's crude oil whenever Venezuela wants to sell it to Citgo, but
Venezuela has no obligations to provide the crude if it decides to reduce
its output for any reason, including an anticompetitive reason." In
addition, says Mr. Eisler, "Citgo has failed to take action against
Venezuela when Venezuela has breached its supply contracts."

Attorney for the plaintiffs Geoffrey L. Harrison at Houston's Susman Godfrey
LLP had this to say about the lawsuit, "Citgo and its co-conspirators have
flouted our country's antitrust laws and helped themselves to billions of
dollars worth of illegally inflated profits like hogs at the trough.  This
lawsuit demonstrates that Citgo's anticompetitive conduct is illegal and has
caused titanic damage to American consumers.  Enough is enough."

"We're studying the allegations," David McCollum, a spokesperson of Citgo
Petroleum, told Bloomberg.

The action was filed in the United States District Court for the Southern
District of Texas.  Plaintiffs seek to recover actual damages incurred as a
result of the illegal OPEC price-fixing cartel and to enjoin future illegal
conduct by Citgo.  Under federal antitrust laws, these damages will be
trebled in the event of a judgment in plaintiffs' favor.

Plaintiffs also are requesting an award of punitive damages.  A copy of the
complaint filed in this action is available at:
http://www.citgopricefixinglawsuit.com

The class is limited to direct purchasers of Citgo's refined oil products.
Individuals who have purchased gasoline from Citgo stations are not members
of the class.

Plaintiffs are represented by a team of highly experienced litigation law
firms and lawyers:

  1) Robert G. Eisler
     Lieff, Cabraser, Heimann & Bernstein, LLP
     780 Third Avenue, 48th Floor
     New York, New York 10017-2024
     Tel: 212-355-9500
     Fax: 212-355-9592

  2) Geoffrey L. Harrison
     Susman Godfrey L.L.P.
     Suite 5100
     1000 Louisiana Street
     Houston, Texas 77002-5096
     Tel: 713-651-9366
     Telecopy: 713-654-6666

  3) Cunningham, Bounds, Crowder, Brown & Breedlove, L.L.C.
     1601 Dauphin Street, P.O. Box 66705
     Mobile, Alabama 36660
     Tel: 251-471-6191
     Fax: 251-479-1031

  4) Cooper & Kirk, PLLC
     Washington, District of Columbia

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

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

                        *    *    *

Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.  Fitch also rates
the company's US$1.15 billion senior secured revolving credit facility
maturing in 2010 at 'BB+', its US$700 million secured term-loan B maturing
in 2012 at 'BB+', and its senior secured notes at 'BB+'.


PETROLEOS DE VENEZUELA: SNC-Lavalin Designing Upgrading Unit
------------------------------------------------------------
Pedro Leon, businesses manager for the CVP unit of Petroleos de Venezuela,
told Business News Americas that the company has signed a contract with
SNC-Lavalin Group Inc. for the latter to design an upgrading unit for
Orinoco extra-heavy crude.

As reported in the Troubled Company Reporter-Latin America on Oct. 27, 2006,
Petroleos de Venezuela awarded a contract to SNC-Lavalin to conduct a study
for the Extra Heavy Oil Processing Complex in Orinoco Oil Belt.  The complex
is a major component of Petroleos de Venezuela's long-term plan to boost oil
output from the Orinoco Oil Belt.

BNamericas relates that SNC-Lavalin will design the Complejo de Mejoramiento
de Crudo Extra-Pesado upgrading unit, which will have four 200,000 barrels
per day capacity modules.  It will be constructed on the Orinoco oil belt.
The unit will take extra-heavy crude of API grade 7-10 and transform it to
API grade 16 synthetic crude, which could be delivered to Asia or the Middle
East for refining rather than in Venezuelan, Caribbean or US refineries.

The crude could be shipped to Brazil, China, India, Indonesia, Iran or
Syria, BNamericas notes.

"Where is the economic growth right now? China and India, right? Well, we
have to be there," BNamericas says, citing Mr. Leon.

BNamericas states that shipping the crude will require new infrastructure.

Mr. Leon told BNamericas, "We will ship it out of a new deepwater port
located on the Orinoco river delta so it opens into the Atlantic."

Construction for the upgrading unit will be launched in 2008 or 2009.  Works
are slated to end in 2012, Mr. Leon told reporters.

Other upgrading units are hundreds of kilometers from the oil extraction
areas, BNamericas reports.

                  About SNC-Lavalin Group

Headquartered in Montreal, Canada, SNC-Lavalin Group Inc. --
http://www.snc-lavalin.com-- is an engineering and construction company.
The Company is engaged in engineering and construction activities ranging
from engineering, procurement, construction and construction management
services to lump sum turnkey packages.  It also provides operations and
maintenance services, and is involved in the manufacturing of ammunition, as
well as investing in infrastructure concession investments.  It makes equity
investments in infrastructure concessions in various industry sectors, such
as airports, energy, mass transit and roads.  It operates in nine business
segments: Power, Infrastructure and Environment, Chemicals and Petroleum,
Mining and Metallurgy, Operations and Maintenance, Defence, infrastructure
Concession Investments, Highway 407 and All Other.

                About Petroleos de Venezuela

Petroleos de Venezuela SA 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.

                        *    *    *

Standard & Poor's said on July 17 that it may lower the company's B+
foreign-currency debt rating in part because of the absence of timely
financial and operating information.


* VENEZUELA: Seniat Drops US$6 Million in Back Taxes on Eni
-----------------------------------------------------------
Seniat, Venezuela's taxing authority, said Italian oil company Eni SpA owes
the government about US$6 million in back taxes for 2005, The Associated
Press reports.

The oil company is given 15 days to pay the amount or risk incurring more
fines, AP says.

As previously reported, Eni commenced legal actions against Petroleos de
Venezuela SA seeking a US$839 million compensation for the seizure of Dacion
field.  The field was seized in April when Eni didn't sign a joint venture
agreement with the state firm.
                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* IDB Supports Transparency in Infrastructure Projects in LatAm
---------------------------------------------------------------
The Inter-American Development Bank offered to help guarantee transparency
in the mega infrastructure projects planned by countries in Latin America
and the Caribbean during an international anti-corruption conference.

At the opening ceremony of a biennial conference organized by Transparency
International, IDB President Luis Alberto Moreno noted that the major
challenges raised by mega projects such as expansion of the Panama Canal
could also become great opportunities to put an end to corruption.

"As we all know, the history of mega projects in Latin America has not
always been exemplary in terms of transparency," said Mr. Moreno.  "We
cannot repeat those mistakes."

In addition to expansion of the transoceanic canal, which would cost an
estimated US$5.5 billion, other proposed projects include oil refineries,
gas pipelines, power transmission lines, hydropower plants, highway systems
and multimodal ports, initiatives that are essential to enhance
competitiveness in the region.

Mr. Moreno reported that Latin American and Caribbean countries and
multilateral organizations have expressed unprecedented interest in
cooperating in the fight against corruption.  In fact, during the Guatemala
conference, heads of state and high-ranking officials of Belize, Costa Rica,
the Dominican Republic, El Salvador, Guatemala, Honduras, Nicaragua and
Panama signed a declaration for a "corruption-free zone."

The IDB is prepared to support its borrowing member countries in fulfilling
their commitments under international agreements such as the Inter-American
Convention Against Corruption, the Convention of the Organisation for
Economic Co-operation and Development on Combating Bribery of Foreign Public
Officials and the United Nations Convention against Corruption (Merida
Convention).

"You can be certain that the IDB will be a steadfast ally of governments
that wish to convert the recommendations made in the conventions into
reality.  We have the resources, we know the region and we are more than
willing to face this challenge together," said Mr. Moreno.

As the primary source of multilateral financing for Latin America and the
Caribbean, the IDB recognizes that corruption is a risk in practically every
one of its areas of activity, and that it can prevent the Bank from
fulfilling its mission of promoting economic and social development in the
region.

Accordingly, the IDB does not consider itself the "corruption police," but
rather a partner of its member countries to help them in their efforts to
fight fraud and abuse in the public sector.

The IDB has a considerable portfolio of projects for institutional
strengthening of judicial systems, comptroller's offices and agencies for
administrative oversight, with an emphasis on preventing corruption.  Other
projects have financed modernization of government systems for procurement,
customs and taxes in several countries.

The IDB also promotes active participation by civil society in oversight of
public spending through its contribution to the Regional Fund for the
Promotion of Transparency, among other channels.

At the Guatemala conference, the IDB is sponsoring a number of workshops on
investigating corruption cases that involve multiple jurisdictions, fighting
corruption in municipal governments and preventing conflicts of interest in
the public sector.

The IDB is also organizing a meeting here with the head of institutional
integrity offices of four other multilateral financial institutions:

   -- the World Bank,
   -- African Development Bank,
   -- Asian Development Bank and
   -- European Bank for Reconstruction and Development.

In addition, the IDB financed the translation and publication of a Spanish
version of Transparency International's Annual Report on Corruption and
Health, which will be presented in Guatemala City.

The IDB also signed a memorandum of understanding with the World Bank, the
United Kingdom's Department for International Development and Transparency
International for interagency cooperation in the fight against corruption in
Latin America and the Caribbean.

After conducting an internal review of its own operations and projects, the
IDB has strengthened its mechanisms for the prevention, investigation and
sanctioning of corruption, fraud and abuse.

To enforce its internal regulations, the IDB created an expeditious
oversight system made up of its Office of Institutional Integrity, Oversight
Committee on Fraud and Corruption and Sanctions Committee.

In 2005 the Office of Institutional Integrity received 138 reports from
inside and outside the IDB of alleged cases of fraud, extortion, bribery and
contract manipulation.  The office also completed 144 investigations that,
where justified, led to sanctions such as banning individuals and companies
from doing business with the IDB.

The IDB is also in the process of strengthening its internal oversight
systems.  This year it approved a new code of ethics for staff and
instituted compulsory ethics training for all staff.

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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.  Marjorie C. Sabijon, Sheryl
Joy P. Olano, Stella Mae Hechanova, and Christian Toledo, Editors.

Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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