TCRLA_Public/061122.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

          Wednesday, November 22, 2006, Vol. 7, Issue 232

                          Headlines

A N T I G U A   &   B A R B U D A

DIGICEL LTD: Receives Positive Response on Credit Service

A R G E N T I N A

AGROPECUARIA LOS: Claims Verification Deadline Is Set for Dec. 4
BANCO PATAGONIA: Posts ARS209 Mil. First Nine-Month 2006 Profits
BELL MICROPRODUCTS: Receives Nasdaq Delisting & Default Notices
CAF LA: Seeks for Court Approval to Reorganize Business
ESTUDIO SA: Proofs of Claim Verification Is Until Feb. 26, 2007

HOLD SA: Proofs of Claim Verification Deadline Is March 7, 2007
IMPSAT FIBER: Launches Information Technology Security Solution
PETROLEO BRASILEIRO: Launches Maritime Terminal in Argentina
VARILLERA AMERICANA: Trustee Verifies Claims Until March 20

B A H A M A S

COMPLETE RETREATS: Can File Plan Until Feb. 18, 2007
WINN-DIXIE STORES: Emerges from Chapter 11

B A R B A D O S

BANCAFE INTERNATIONAL: Barbados Central Bank Shuts Down Firm

B E R M U D A

REFCO INC: Wants to Sell FXA'a Customer Lists to Saxo Bank
SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
SEA CONTAINERS: Wind-Up Petition Hearing Scheduled on Dec. 1

B O L I V I A

COEUR D'ALENE: Inks Exploration Pact in Argentina with Mirasol
PRIDE INT: Agrees to Multiyear Contracts for Semisubmersibles

B R A Z I L

BANCO BRADESCO: May Open Branch Office in China
BANCO NACIONAL: Sees BRL198B Investments on Infrastructure
BANCO NACIONAL: Unit Issuing BRL500MM Non-Convertible Debentures
COMPANHIA ENERGETICA: Investing BRL100 Mil. on Cachoeirao Plant
COMPANHIA PARANAENSE: Mulling Participation in Madeira Bid

COMPANHIA SIDERURGICA: Considers Sale of Casa de Pedra Stake
COMPANHIA SIDERURGICA: Tata Steel May Up Bid for Corus Group
DURA AUTO: Recieves Court Approval to Access Full DIP Financing
GERDAU SA: Sidenor Acquiring GSB Acero's Outstanding Shares
LUCENT TECH: Reserves US$284 Mil. for Winstar Contract Dispute

PETROLEO BRASILEIRO: Production Increases 1.6% in October
TRANSAX INT: Sept. 30 Balance Sheet Upside-Down by US$4,176,690

C A Y M A N   I S L A N D S

ADROIT PRIVATE: Deadline for Filing of Claims Is Set for Nov. 30
BES OVERSEAS: Deadline for Proofs of Claim Filing Is Nov. 30
CDO INVESTMENT: Deadline for Submission of Claims Is on Nov. 30
CHANNEL ASSETS: Last Day to Submit Proofs of Claim Is on Nov. 30
CMULTI-STRATEGY: Last Day to File Proofs of Claim Is on Nov. 30

CONSTELLATION (CAYMAN): Claims Submission Deadline Is on Nov. 30
CONVERTIBLES LTD: Claims Filing Deadline Is Set for Nov. 30
CROKE PARK: Creditors' Proofs of Claim Must be Filed by Nov. 30
CRYSTAL SPRINGS: Submission of Proofs of Claim Is Until Nov. 30
CURALIUM GENERAL: Proofs of Claim Filing Deadline Is on Nov. 30

CUSTOM HOUSE: Proofs of Claim Must be Filed by Nov. 30
DENTBLANCHE FINANCE: Proofs of Claim Must be Filed by Nov. 30
ENHANCED LOAN: Proofs of Claim Must be Submitted by Nov. 30
ESPIRITO SANTO: Deadline for Proofs of Claim Filing Is Nov. 30
FLORA FUND: Creditors Have Until Nov. 30 to File Proofs of Claim

ICE SEA: Last Day for Filing of Proofs of Claim Is on Nov. 30
PEPS CORP. I: Creditors Must File Proofs of Claim by Nov. 30
SIRIUS FUND: Deadline for Filing of Proofs of Claim Is Nov. 30
SIRIUS MASTER: Proofs of Claim Filing Deadline Is on Nov. 30
VERITY GLOBAL: Creditors Must Submit Proofs of Claim by Nov. 30

C H I L E

ARAMARK: Holding Shareholders Meeting to Vote on Proposed Merger

C O L O M B I A

ARMOR HOLDINGS: Secures US$42-Million Order for FMTV Program

C O S T A   R I C A

DENNY'S CORP: Moody's Ups Corporate Family Rating to B1 from B2

D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Fraud Case Defendants May be Imprisoned

E C U A D O R

PHELPS DODGE: Discloses Terms of US$25.9B Merger with Freeport
PHELPS DODGE: Moody's Reviews Ratings on Freeport Merger

E L   S A L V A D O R

PAYLESS SHOESOURCE: Hires R. Mingione as VP of Product Design

G U A T E M A L A

GOODYEAR TIRE: S&P Rates US$1 Billion Debentures at 'B-'
GOODYEAR TIRE: Fitch Rates New Private Placement Notes at CCC+

H A I T I

* HAITI: IMF Approves US$109.5MM Three-Year Economic Program

H O N D U R A S

LEAR CORP: Launches Private Offering of US$700MM Senior Notes
LEAR CORP: Moody's Rates US$700-Million Sr. Notes Offering at B3
LEAR CORP: S&P Assigns B- Rating on US$700 Million Senior Notes
PETROLEO BRASILEIRO: Joins Honduras' Fuel Supply Tender
WARNACO GROUP: Names David Cunningham Chaps Division President

* HONDURAS: 13 Bidders Submit Offers for Fuel Supply Tender

J A M A I C A

AIR JAMAICA: Jamaican Government Reiterates Support to Airline
CALDON FINANCE: Main Unit Manager Awaits Fraud Case Verdict
COURTS (JAMAICA): Company in Latin America Buys Firm
DYOLL GROUP: Posts US$19 Million First Nine-Month 2006 Loss

M E X I C O

BALLY TOTAL: John W. Rogers Resigns from Board of Directors
GRUPO MEXICO: Criticizes Anti-Trust's Reasons for Denying Merger
INTERTAPE POLYMER: S&P Lowers Corporate Credit Rating to B-
KANSAS CITY SOUTHERN: Fitch Rates US$175 Mil. Senior Notes at B+
KANSAS CITY SOUTHERN: Moody's Assigns Loss-Given-Default Ratings

ODYSSEY RE: Fitch Affirms Ratings on Fairfax's Share Reduction
ONEIDA LTD: Challenges Termination Fees Sought by PBGC
PORTRAIT CORP: Court Gives Final Okay to Berenson's Employment
PORTRAIT CORP: Panel Taps Halperin Battaglia as Conflicts Atty.
WENDY'S INT'L: Gets Tenders for 27,887,000 Common Shares

* MUNICIPALITY OF AHOME: Moody's Releases Joint Default Analysis
* ZAPOTLAN: Moody's Releases Joint Default Analysis
* ZITACUARO: Moody's Releases Joint Default Analysis

P E R U

BANCO DE CREDITO: S&P Upgrades Counterparty Credit Rating to BB+

* PERU: S&P Raises Foreign Curr. Sovereign Credit Rating to BB+

P U E R T O   R I C O

H-LINES FINANCE: Moody's Assigns Loss-Given-Default Ratings

S T.  V I N C E N T  &  T H E  G R E N A D I N E S

PETROLEOS DE VENEZUELA: Supplies Diesel & Gas to St. Vincent

T R I N I D A D   &   T O B A G O

BRITISH WEST: Court Declines Registration of Supplemental Pacts

V E N E Z U E L A

PETROLEOS DE VENEZUELA: Bids in Honduras' Fuel Supply Tender
PETROLEOS DE VENEZUELA: Fitch Affirms BB- Issuer Default Ratings

* VENEZUELA: Pres. Chavez Transfering US$7B from Int'l Reserves
* Large Companies with Insolvent Balance Sheets
* NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid


                         - - - - -


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


DIGICEL LTD: Receives Positive Response on Credit Service
---------------------------------------------------------
Digicel Ltd. has received an overwhelming, positive customer response to its
Credit Me/Credit U service, which enables customers to conveniently and
securely transfer phone credit to friends and family with a minimal transfer
charge.

At Digicel Jamaica alone, the company's largest operation, close to 1.5
million Credit Me requests and more than 2 million Credit U transfers were
recorded during October 2006.

Using Digicel's Credit U dynamic handset-based method, prepaid and postpaid
customers can automatically transfer credit to another Digicel prepaid
mobile phone.  The service also allows them to make a 'Credit Me' request to
another Digicel customer and they can send any amount of credit, ranging
from as low as US$0.80 to as high as US$190 per day.

Credit Me/Credit U further expands the company's comprehensive portfolio of
Top Up methods, which are available to customers across its network of 22
markets.  The service is currently available to Digicel customers in
Barbados, Cayman Islands, Jamaica and for the first time ever to mobile
customers in the Eastern Caribbean (EC). Credit U is also available in
Trinidad & Tobago.

In the EC markets of Anguilla, Antigua & Barbuda, Dominica, Grenada, St.
Lucia, St. Kitts & Nevis and St. Vincent & the Grenadines, customers can use
the service with customers from one Eastern Caribbean country to another.
For example, a Digicel customer in St. Lucia can top up the Digicel phone of
a friend who lives in Dominica.

"Credit Me/ Credit U is an innovative service that provides the convenience
of receiving credit quickly from a friend or family member at the most
inconvenient time when your phone runs out of credit," said Ben Atherton,
marketing director for Digicel Group.

"The service is just another way of providing value to our customers and we
are particularly proud to be the first operator to bring this service to our
markets in the Eastern Caribbean.  Customers need to be able to top up any
time, any place so they can always use their mobile phones and we are
delighted with how warmly our customers have responded to the service,"
added Ben Atherton.

Other methods of topping up with Digicel include:

   * Flex Card -- a disposable paper card that is readily
     available island-wide;

   * WebFlex -- add credit online through a Digicel web site;

   * Direct Flex -- add credit with the quick swipe of a
     personalized Direct Flex card;

   * Top-U-Up -- send credit directly to the mobiles of friends
     and family;

   * Street Flex -- access credit from street vendors;

   * Carib Flex -- credit added from overseas money transfer
     agencies; and

   * Bank Flex -- add credit from bank ATM machine.

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.




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


AGROPECUARIA LOS: Claims Verification Deadline Is Set for Dec. 4
----------------------------------------------------------------
Luis Juan Kuklis, the court-appointed trustee for Agropecuaria Los Moros
SA's bankruptcy case, will verify creditors' proofs of claim until Dec. 4,
2006.

Under the Argentine bankruptcy law, Mr. Kuklis is required to present the
validated claims in court as individual reports.  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
Agropecuaria Los Moros and its creditors.

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

Mr. Kuklis will also submit a general report that contains an audit of
Agropecuaria Los Moros' accounting and banking records.  The report
submission dates have not been disclosed.

The trustee can be reached at:

          Luis Juan Kuklis
          Lavalle 1619
          Buenos Aires, Argentina


BANCO PATAGONIA: Posts ARS209 Mil. First Nine-Month 2006 Profits
----------------------------------------------------------------
Banco Patagonia said in a press statement that its profits increased 40.3%
to ARS209 million in the first nine months of 2006, compared with the same
period of 2005.

Banco Patagonia told Business News Americas that the profit figure
represents an annualized return on equity of 34% and return on asset of 6%
for the first nine months of 2006.

Banco Patagonia said the boost in earnings were due to higher interest
income, resulting from increased loan volume, as well as stronger service
income and higher yields from government securities, BNamericas notes.

BNamericas underscores that Banco Patagonia's lending to the private sector
increased 61% to ARS2.26 billion during the 12 months ending September 2006.
Its deposits grew 34% to ARS3.23 billion.

Shareholders of Banco Patagonia approved earlier in November a
ARS233-million capital increase, raising shareholder equity to ARS986
million, BNamericas states.

Following a merger with Banco Sudameris in 2003, Banco Patagonia became the
third largest private Argentine bank in terms of assets, liabilities and net
worth, with a network of 150 branches within Argentina.  It is based 1,000
kilometers south of Buenos Aires in the province of Rio Negro.

                        *    *    *

Moody's Rating Services assigned these ratings on Banco
Patagonia:

    -- long-term domestic bank deposits at Ba3,
    -- short-term domestic bank deposits at NP,
    -- long-term foreign bank deposits at Caa1,
    -- short-term foreign bank deposits at NP,
    -- bank financial strength at E+, and
    -- the outlook is positive.


BELL MICROPRODUCTS: Receives Nasdaq Delisting & Default Notices
---------------------------------------------------------------
Bell Microproducts, Inc., has received a Nasdaq Staff Determination notice
stating that the company is not in compliance with the filing requirements
for continued listing as set forth in Nasdaq Marketplace Rule 4310(c)(14).

Bell Microproducts anticipated receipt of this notice because accounting
errors resulting in the company being required to restate its financials for
certain prior periods have caused the company to delay the filing of its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2006.  The
notice is automatically generated by Nasdaq and indicated that due to such
non-compliance, the company's common stock is subject to potential
delisting.  The company, in accordance with Nasdaq procedures, has requested
a hearing to review the determination notice before a Nasdaq Listing
Qualifications Panel.  The hearing request will automatically stay the
suspension of trading of the company's common stock on the Nasdaq Global
Market, but there can be no assurance that the Panel will grant the
company's request for continued listing.  The company intends to file its
Quarterly Report on Form 10-Q as soon as practicable.

Bell Microporoducts also received notices of default from Wells Fargo Bank,
N.A., with respect to its 3-3/4% Convertible Subordinated Notes due 2024 and
its 3-3/4% Convertible Subordinated Notes, Series B due 2024 because of the
delay in filing its Form 10-Q for the period ended Sept. 30, 2006.  Wells
Fargo serves as the trustee for the holders of the Notes.  Bell
Microproducts has 30 days from the date it received the notices, or until
Dec. 14, 2006, to cure the default by filing the Form 10-Q or the holders
may accelerate the payment of the outstanding balance due under the Notes.
The holders of more than 50% of the outstanding aggregate principal amount
of the Notes may grant the Company a waiver of the default.  The company
intends to seek such a waiver in the event it is unable to file the Form
10-Q on or before Dec. 14, 2006.

                 About Bell Microproducts

Bell Microproducts is an international, value-added distributor of a wide
range of high-tech products, solutions and services, including storage
systems, servers, software, computer components and peripherals, as well as
maintenance and professional services.  An industry-recognized specialist in
storage products, this Fortune 1000 company is one of the world's largest
storage-centric value-added distributors. It has operations in Argentina,
Brazil, Chile and Mexico.


CAF LA: Seeks for Court Approval to Reorganize Business
-------------------------------------------------------
A court in Buenos Aires is studying the merits of Caf La Conexion SRL's
petition to reorganize its business after it defaulted on its obligations.

The petition, once approved by the court, will allow Caf La to negotiate a
settlement plan with its creditors in order to avoid a straight liquidation.

The debtor can be reached at:

          Caf La Conexion SRL
          Crespo 2031/33
          Buenos Aires, Argentina


ESTUDIO SA: Proofs of Claim Verification Is Until Feb. 26, 2007
---------------------------------------------------------------
Ruben Nestor Acosta, the court-appointed trustee for Estudio SA's bankruptcy
proceeding, will verify creditors' proofs of claim until Feb. 26, 2007.

Under the Argentine bankruptcy law, Mr. Acosta is required to present the
validated claims in court as individual reports.  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 Estudio SA
and its creditors.

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

Mr. Acosta will also submit a general report that contains an audit of
Estudio SA's accounting and banking records.  The report submission dates
have not been disclosed.

The trustee can be reached at:

          Ruben Nestor Acosta
          Tucuman 1545
          Buenos Aires, Argentina


HOLD SA: Proofs of Claim Verification Deadline Is March 7, 2007
---------------------------------------------------------------
Estudio Plastina, Torralba y Asociados, the court-appointed trustee for Hold
SA's reorganization proceeding, will verify creditors' proofs of claim until
March 7, 2007.

Under the Argentine bankruptcy law, Estudio Plastina is required to present
the validated claims in court as individual reports.  Court No. 12 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
Hold SA and its creditors.

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

Estudio Plastina will also submit a general report that contains an audit of
Hold SA's accounting and banking records.  The report submission dates have
not been disclosed.

On Dec. 10, 2007, Hold SA's creditors will vote on a settlement plan that
the company will lay on the table.

Clerk No. 23 assists the court in the case.

The debtor can be reached at:

          Hold SA
          Avenida Cordoba 1364
          Buenos Aires, Argentina

The trustee can be reached at:

          Estudio Plastina, Torralba y Asociados
          Bartolome Mitre 1131
          Buenos Aires, Argentina


IMPSAT FIBER: Launches Information Technology Security Solution
---------------------------------------------------------------
Impsat Fiber Networks, Inc., said in a statement that it has launched Impsat
Security Solution, an integral information technology security services for
companies.

Business News Americas relates that Impsat Security can be incorporated with
Impsat Fiber's traditional solutions, managed from its security operations
center.  It includes a new line of professional consulting services.
Traditional services include:

          -- firewalls,
          -- virtual private networks,
          -- antivirus,
          -- antispam, and
          -- web filtering solutions.

"We have the only regional security operation center for Latin America,
where nearly 2 million events are processed each month," Marcelo Gimenez,
Impsat Fiber's security services manager, told BNamericas.

Impsat Fiber Networks, Inc., -- http://www.impsat.com-- is a provider of
private telecommunications networks and Internet services in Latin America.
The company owns and operates 15 data centers and metropolitan area networks
in some of the largest cities in Latin America, providing services to more
than 4,200 national and multinational companies, financial institutions,
governmental agencies, carriers, Internet service providers and other
service providers throughout the region.  Impsat has operations in
Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru, the United
States and throughout Latin America and the Caribbean.

Impsat Fiber registered an increase in losses from US$14.2 million in 2004
to US$36.2 million in 2005.


PETROLEO BRASILEIRO: Launches Maritime Terminal in Argentina
------------------------------------------------------------
Petroleo Brasileiro has opened its US$15-million maritime terminal in Santa
Cruz, Argentina, Business News Americas reports, citing a spokesperson from
the Argentine government.

According to BNamericas, Argentina's president Nestor Kirchner presided over
the maritime terminal's launching.

Published reports say that the maritime terminal will allow Petroleo
Brasileiro to decrease logistical costs and boost its distribution system.

The terminal will improve storage of fuels and lubricants for domestic
dispatch, BNamericas relates.

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.


VARILLERA AMERICANA: Trustee Verifies Claims Until March 20
-----------------------------------------------------------
Jose Teodoro Gonzalez, the court-appointed trustee for Varillera Americana
SRL's bankruptcy case, verifies creditors' proofs of claim until March 20,
2007.

Under the Argentine bankruptcy law, Mr. Gonzalez 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
Varillera Americana and its creditors.

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

Mr. Gonzalez will also submit a general report that contains an audit of
Varillera Americana's accounting and banking records.  The report submission
dates have not been disclosed.

Varillera Americana was forced into bankruptcy at the request of Daniel
Vajnenko y Ruben Goldwaser Sociedad de Hecho, which it owns US$13,883.02.

Clerk No. 13 assists the court in the proceeding.

The debtor can be reached at:

          Varillera Americana SRL
          Establecida en Parana 26
          Buenos Aires, Argentina

The trustee can be reached at:

          Jose Teodoro Gonzalez
          Avenida Cordoba 2444
          Buenos Aires, Argentina



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


COMPLETE RETREATS: Can File Plan Until Feb. 18, 2007
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved Complete
Retreats LLC and its debtor-affiliates' behests to:

   (a) file a plan of reorganization through and including
       Feb. 18, 2007; and

   (b) solicit and obtain acceptances of that plan through and
       including Apr. 19, 2007.

The Court granted the requests after Jeffrey K. Daman, Esq., at Dechert LLP,
in Hartford, Connecticut, argued that terminating the Exclusive Periods at
this time would defeat the purpose of Bankruptcy Code and the possibility of
the Debtors' conducting productive meetings with investors and formulating a
consensual plan of reorganization.

Mr. Daman related that since their bankruptcy filing, the Debtors have made
significant progress toward stabilizing their business operations. The
Debtors have made substantial progress in their financing, sale and
assumption efforts, as well as on potential investor front.

Among other things, the Debtors have:

   -- been successful in obtaining a replacement DIP financing
      facility and have recently sought the Court's approval for
      it;

   -- been investigating and pursuing litigation, with the hope
      of increasing the ultimate recovery for creditors in these
      cases.  To that end, the Debtors, along with the Official
      Committee of Unsecured Creditors, have filed numerous
      motions for examinations pursuant to Rule 2004 of the
      Federal Rules of Bankruptcy Procedure and have commenced
      one, and plan to initiate more, adversary proceedings;

   -- commenced a sale process with respect to certain
      properties that they do not consider to be core to their
      future operations; and

   -- rejected numerous unexpired leases and executory
      contracts.

The Debtors continue to evaluate their portfolio of properties to determine
which properties they would like to retain and which they would like to
sell, Mr. Daman added.  The Debtors also continue to review their remaining
leases and contracts to
determine which they would like to assume and which they would
like to reject.

Section 1121(b) of the Bankruptcy Code provides that only the
debtor may file a plan of reorganization during the initial 120
days after the Petition Date.  Section 1121(c)(3) provides that
if a plan is filed, then the debtor has the exclusive right to
solicit acceptances for 180 days after the Petition Date.

Section 1121(d) provides that a court may extend the Debtors'
exclusive opportunity to file a plan and to solicit acceptances
"for cause," after notice and hearing.

Until the various analyses and the sales and negotiation
processes are completed over the next two to four months, the
Debtors will not be in a position to file a meaningful plan of
reorganization, much less a consensual one, Mr. Daman contended.

Mr. Daman assured the Court that the Debtors have been paying
their postpetition debts as they become due.  The Debtors'
existing DIP financing agreement has allowed them to pay
postpetition creditors, lessors, and vendors in the ordinary
course of business.  Moreover, the Debtors have obtain
postpetition financing from Ableco Finance, LLC, that would
ensure more than adequate liquidity for the duration of their
reorganization.

                  About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE STORES: Emerges from Chapter 11
------------------------------------------
Winn-Dixie Stores, Inc., has emerged from bankruptcy.  The company and its
domestic subsidiaries officially concluded their Chapter 11 reorganization
on Nov. 21, 2006, after meeting all closing conditions to the company's Plan
of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the
Middle District of Florida in an order entered on Nov. 9, 2006.

In conjunction with its emergence from Chapter 11, Winn-Dixie closed on its
new US$725 million exit financing facility provided by a consortium led by
Wachovia Bank.  This financing will be available to support the company as
it seeks to make significant investments in its current store base, to
develop new stores, and to take other actions to position the business to
compete effectively in its markets over the next several years.  The company
also expects to emerge with only a minimal amount of long-term debt on its
balance sheet.

Peter Lynch, Winn-Dixie chief executive officer and chairperson of the
board, commented, "This is a historic day for the outstanding Associates of
Winn-Dixie, who have demonstrated tremendous dedication and focus over the
past two years as we have sought to become a better company.  While there is
much work still to do, it is a day to reflect on the great progress that has
been achieved in improving the quality and value of the products and service
we provide our customers.  We are exiting bankruptcy having achieved the
restructuring objectives we set out when the company first filed its Chapter
11 petition in February 2005.  We have reduced our store footprint to focus
on those markets in which we believe we are best positioned for success.  We
have strengthened our balance sheet through significant reduction in debt
and asset sales.  We have obtained US$725 million in new financing to
significantly improve our liquidity.  And we have enhanced our operating
cash flows through a combination of increased sales and expense reductions.
Today (Nov. 21) marks the end of one chapter and the start of a new
beginning for Winn-Dixie.  We are grateful for the support we have received
from our Associates and loyal customers, as well as from our partners in the
vendor and real estate communities.  We look forward to continuing to earn
their trust and loyalty in the years ahead."

In accordance with Winn-Dixie's prior announcements and as required by the
reorganization plan approved by the Bankruptcy Court, Winn-Dixie's pre-Plan
common stock -- recently traded with the symbol WNDXQ -- was cancelled
effective Nov. 21, 2006.  Holders of the old common stock will not receive a
distribution of any kind and no further transfers will be recorded on Winn
Dixie's books.

Under the reorganization plan, Winn-Dixie will issue new shares of the
company's common stock in payment of bankruptcy claims.  These new shares
will be issued within the next 45 days.  The new shares have been approved
for quotation on the NASDAQ National Market System.  Beginning on Nov. 22,
2006, the new shares will trade on a "when-issued" basis under the symbol
WINNV.  Once Winn-Dixie issues the new shares (within 45 days), they will
trade under the symbol WINN.

Winn-Dixie will issue the new shares to the company's unsecured creditors
holding allowed claims and to a reserve for disputed claims (or, to the
extent not used for that purpose, for distribution to unsecured creditors at
a later date).  The company estimates that after the distribution of the new
shares, there will be approximately 54.5 million shares of the new common
stock outstanding (inclusive of the reserve, but exclusive of approximately
5.5 million additional shares reserved for issuance under a management
incentive plan).

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.




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===============


BANCAFE INTERNATIONAL: Barbados Central Bank Shuts Down Firm
------------------------------------------------------------
The Central Bank of Barbados closed the operations of Bancafe International
Bank Ltd., which was licensed under the International Financial Services
Act, 2002-5 -- IFSA.

Since the closure of Bancafe International, the Central Bank has received
numerous queries from existing customers of Bancafe International as well as
interested parties.

Central Bank decided to close Bancafe International because of concerns
about the latter's financial solvency.

According to Central Bank, deposits of Bancafe International are not covered
by a deposit insurance scheme in Barbados, as the firm is a licensee under
IFSA.

Section 68 of IFSA provides that within 30 days after the date it has seized
the management and control of a licensee, Central Bank shall commence
proceedings in the High Court for the compulsory winding up of Bancafe
International.

After the application to wind up Bancafe International has been made to the
High Court, the Central Bank will give notice to the directors,
shareholders, depositors and other creditors of Bancafe International.

The High Court will determine what action shall be taken, including the
option to wind up or be reorganized.  Once a winding up or reorganization
has been ordered, the High Court shall appoint a custodian to supervise the
process.  The custodian will have the exclusive power and duty to manage and
control the affairs of Bancafe International.  Within 60 days of the order
to wind up the licensee's operations, the custodian is required to deliver a
statement of account to depositors and creditors.  Section 84 (4) of IFSA
specifies a statement of account as a statement of the nature and amount for
which a claim of depositors or creditors is shown on the books of the
licensee.

Objections to the statement of account should be made within 60 days of the
date specified in the notice.  The custodian will determine the validity of
claims, the amount owed to each depositor or creditor and the priority of
the claim under the Act.

It is the liquidator's duty to seek to realize the assets of Bancafe
International and consequently meet claims.  Depending on the success in
realizing the assets, the liquidation will meet claims in part or in full.

Customers should be aware that they would be unable to access any funds held
in Bancafe International at this time.  In addition, cheques which have
already been written but which have not been presented will not be honored.
Customers should therefore make alternative arrangements to pay their debts.

Customers will be informed at the critical stages of the winding up process
and will be required to provide certain banking documentation.  Customers
must remain mindful that the winding up process is lengthy as it is subject
to a thorough legal course.

Customers of Bancafe International must be ready to provide documentation
supporting any accounts on the books of Bancafe International.  The Central
Bank requests that all customers of Bancafe International forward as soon as
possible their personal details like email, telephone number, address and
account numbers to: bancafe@centralbank.org.bb




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REFCO INC: Wants to Sell FXA'a Customer Lists to Saxo Bank
----------------------------------------------------------
In June 2006, Refco, Inc., and its debtor-affiliates sought from the U.S.
Bankruptcy Court for the Southern District of New York permission for Refco
F/X Associates, LLC, to sell its customer lists to GAIN Capital Group,
subject to higher and better offers.

Notwithstanding their efforts, the Debtors and GAIN decided not
to pursue further discussions because they could not agree on
workable terms for a definitive purchase agreement.  The Debtors
withdrew their request in July 2006, and the Court subsequently
approved a mutual settlement agreement and release between FXA
and GAIN terminating a proposed sale term sheet and all of their
obligations.

Richard Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, relates that while FXA and GAIN were attempting to negotiate a
definitive purchase agreement, Saxo Bank A/S, who had previously expressed
an interest in the FXA Customer Lists, re-emerged as a potential transaction
partner.  As the GAIN transaction was collapsing, FXA and Saxo Bank
commenced negotiations for a sale of the Customer Lists.

Acknowledging that the transaction was only feasible if the
structure was simplified, the Debtors and Saxo Bank entered into
an asset purchase agreement.

The Debtors ask the Court to authorize FXA to sell its Customer List and
Marketing List to Saxo Bank, free and clear of all liens, claims and
encumbrances within the meaning of Section 363 of the Bankruptcy Code,
subject to higher and better offers.

Mr. Levin tells Judge Drain that the Customer List and Marketing
List are "deteriorating assets," given that the one-year
anniversary of commencement of the Debtors' Petition Date has
recently passed.  He adds that FXA ceased opening new accounts or accepting
customer deposits on the Petition Date, and all trading activity by FXA
customers was frozen by July 2006.  "[T]he Customer List and Marketing List
are quickly approaching the point at which customer information will be
stale and of little value to potential purchasers," Mr. Levin says.

                     Purchase Agreement

The Debtors believe that their Purchase Agreement with Saxo Bank
represents a last chance to salvage value for the benefit of
FXA's estate.

The principal terms of the Purchase Agreement are:

   (1) FXA will sell the Customer and Marketing Lists to Saxo
       for an initial fixed amount of US$500,000.

   (2) For each individual that opens an online FX trading
       account with Saxo or one of its affiliates by the second
       anniversary of a closing date, FXA will pay a US$100
       activation fee for each additional New Customer Account,
       except for the first 5,000 New Customer Accounts, for
       which Saxo will pay no Activation Fee.

   (3) For each New Customer Account, Saxo will pay FXA an
       annual maintenance fee of 1% of average balance of the
       New Customer Account on the first anniversary of the
       Closing Date, and an additional annual maintenance fee of
       1% of the Average Balance on the second anniversary of
       the Closing Date.

   (4) Saxo will adopt FXA's privacy policy or demonstrate to
       the Court that the policy is consistent with the policy
       as required by Section 363(b)(1)(A).

   (5) The order approving the sale to Saxo or another winning
       bidder will provide that Forex Capital Markets, Ltd.,
       will not interfere with the Sale consummation, and will
       be prohibited from soliciting the Debtors' customers in
       violation of FXCM's Facilities Management Agreement with
       Refco Group Ltd., LLC.

   (6) In the event that (i) FXA consummates a sale of the
       Purchased Assets to a party other than Saxo or any of its
       affiliate within one year after entry into the Purchase
       Agreement, and (ii) Saxo is not in default of its
       obligations, Saxo will be entitled to a US$15,000 break-
       up fee and expense reimbursement.

                     Bidding Procedures

To properly value certain bids, the Debtors require any person
who desires to make a competing proposal to satisfy all
requirements with respect to proponent, form, and terms of a
competing proposal.  The consideration to the Debtors' estates
under any Proposal must be at least US$555,000.  A Qualified
Competing Proposal will be considered only if it exceeds Saxo's
bid by a minimum of:

   * the amount that would be owed if the Debtors were required
     to pay the Break-Up Fee and the Expense Reimbursement; and

   * consideration in an amount not less that US$25,000.

If any consideration to be provided is not cash, the Proposal
must include the Qualified Competing Bidders' valuation of that
consideration.

Irrevocable Qualified Competing Proposals containing all material terms of
the proposed were due on Nov. 7, 2006.

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14 countries
and an extensive global institutional and retail client base.  Refco's
worldwide subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures exchanges in
Chicago, New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global clearing firms
for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A. Despins,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion in assets
and US$16.8 billion in debts to the Bankruptcy Court on the first day of its
chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and Disclosure
Statement.  On Oct. 16, 2006, the gave its tentative approval on the
Disclosure Statement and on Oct. 20, 2006, the Court Clerk entered the
written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to the plan,
if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is a
regulated commodity futures company that has businesses in the United
States, London, Asia and Canada.  Refco, LLC, filed for bankruptcy
protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco Capital
Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is represented by Bingham
McCutchen LLP.  RCM is Refco's operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC, Refco
Managed Futures LLC, and Lind-Waldock Securities LLC, filed for chapter 11
protection on June 6, 2006 (Bankr. S.D.N.Y. Case Nos. 06-11260 through
06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan expires on
Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
-------------------------------------------------------------
The United Kingdom Government Pensions Regulator has warned Sea
Containers Ltd. and its debtor-affiliates that it is considering the
exercise of its power to issue financial support directions to the Company,
Ian C. Durant, vice president for finance and chief financial officer of Sea
Containers, Ltd., disclosed in a regulatory filing with the Securities and
Exchange Commission dated Oct. 30, 2006.

Mr. Durant said the FSDs will be under relevant UK pensions
legislation, in respect of the Sea Containers 1983 Pension Scheme and the
Sea Containers 1990 Pension Scheme, which are multi-employer defined benefit
pension plans of Sea Containers Services Ltd.

According to Mr. Durant, if FSDs are issued, SCL may be liable to make a
financial contribution to the Schemes that may be greater than the sum
payable by SCL under the terms of a 1989 support agreement with Sea
Containers Services.  Pursuant to the Support Agreement, Sea Containers
Services provides administrative services to SCL and other subsidiaries, and
is indemnified by SCL for the cost of its services.

Mr. Durant said the trustees of the Schemes or their actuary
advised SCL that their current estimates of the cost of winding
up the Schemes, including the cost of purchasing annuities to pay projected
benefit obligations to Scheme participants, would be US$201,000,000 for the
1983 Scheme and US$51,000,000 for the 1990 Scheme.  Because the Schemes are
multi-employer plans, the
liabilities under them are shared among the participating
companies, Mr. Durant added.

                   SCL Disputes Warning

Tom Burroughes of Reuters reports that SCL believes there was no
need for the UK Regulator's warning as the Company is currently
in talks with the UK Pension Funds.

"They (pension fund members) will be ranked on an equal footing
with bondholders and other creditors.  We are keen to let these
discussions play out," an Sea Containers spokeswoman told Reuters.

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


SEA CONTAINERS: Wind-Up Petition Hearing Scheduled on Dec. 1
------------------------------------------------------------
The Supreme Court of Bermuda will hear on Dec. 1, 2006, a
petition to wind-up the business of Sea Containers Ltd., that
was presented by the Company on Oct. 16.

Any creditor or shareholder of Sea Containers desiring to support or oppose
the making of an order on the petition may appear at the time of the hearing
in person or by counsel for that purpose.

A copy of the petition will be sent to all creditors and
shareholders of the company.

Parties-in-interest who want to attend the hearing must inform
Sea Containers' counsel of their intention to do so at:

           Appleby Hunter Bailhache
           Canon's Court, 22 Victoria Street
           Hamilton, HM 12, Bermuda

Those who intend to appear at the hearing must serve notice not
later than 4:00 p.m. on Nov. 30, 2006.

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




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COEUR D'ALENE: Inks Exploration Pact in Argentina with Mirasol
--------------------------------------------------------------
Coeur d'Alene Mines Corp. has signed an exploration agreement with Mirasol
Resources Ltd., under which Coeur has obtained exclusive rights for up to
four years to conduct exploration and evaluation work on two highly
prospective silver and gold properties near its existing Martha mine
operations in the Santa Cruz province of Argentina.

"These two properties are located in an area that's well known for having
some of the highest-grade silver deposits in the world as well as
world-class gold deposits," said Dennis E. Wheeler, Chairman, President, and
Chief Executive Officer of Coeur.  "We are particularly excited by this
agreement because it dramatically and cost-effectively expands our
exploration horizon in Santa Cruz and, in so doing, perfectly complements
the drilling we are already doing on our own properties adjacent to the
Martha mine."

In the event that Coeur determines that the properties warrant commercial
production, the company has the option to enter into a joint venture with
Mirasol in which Coeur would act as manager and have an interest of at least
51%, with further options to increase its managing joint venture interest.

The properties covered by the agreement are known as Sascha and Joaquin,
both of which feature multiple vein systems in the same volcanic rocks that
host Coeur's Martha deposit and other major precious metal deposits in the
province.  Samples collected to-date by Mirasol and Coeur, from surface
exposures and trenches, have identified high grades of both silver and gold.

The Sascha property covers approximately 16 square kilometers and contains a
4.5 kilometer trend of classic, low-sulphidation quartz veins, which host
bonanza silver and gold grades.  Best surface samples include grades of 467
grams per ton of silver and 160.0 grams per ton of gold from surface
outcrop.

The Joaquin property covers approximately 18 square kilometers and includes
four discrete silver and gold targets that contain vein-hosted
mineralization.  Mineralized trends have shown values of up to 4,748 grams
per ton of silver and 46.9 grams per ton of gold from surface outcrop and up
to 848.6 grams per ton silver and 1.4 grams per ton gold from saw channel
samples over 3.4 meters in width.

Coeur d'Alene Mines Corp. -- http://www.coeur.com/-- is
the world's largest primary silver producer, as well as a
significant, low-cost producer of gold.  The Company has mining
interests in Nevada, Idaho, Alaska, Argentina, Chile, Bolivia
and Australia.

                        *    *    *

Coeur d'Alene Mines Corp.'s US$180 Million notes due
Jan. 15, 2024, carry Standard & Poors' B- rating.


PRIDE INT: Agrees to Multiyear Contracts for Semisubmersibles
-------------------------------------------------------------
Pride International, Inc., reached an agreement to extend the existing
contract on its deepwater semisubmersible Pride North America, operating
offshore Egypt, for an additional three years.

Separately, the company also reached agreement to operate its deepwater
semisubmersibles Pride Brazil and Pride Carlos Walter and its midwater
semisubmersibles Pride South Atlantic and Pride South America under five
year agreements offshore Brazil.  Expected aggregate dayrate revenues under
these agreements total approximately US$2.1 billion, with an additional
approximately US$200 million of performance bonus opportunities.

The three-year contract for the Pride North America includes a fixed daily
rate of US$443,000, with the third year adjusted by a maximum of 10%,
according to an index of average contract dayrates for similar rigs during
the fourth quarter 2009.  This contract, which is expected to begin during
the first quarter of 2008, includes cost escalation provisions that
commenced upon signing.

The contract terms for the rigs operating offshore Brazil include:

   -- a daily rate of US$295,000 per day (inclusive of a 15%
      performance bonus) for both the Pride Brazil and the
      Pride Carlos Walter;

   -- US$245,000 per day (inclusive of a 10% performance bonus)
      for the Pride South Atlantic; and

   -- US$165,000 per day for the Pride South America (inclusive
      of an 18% performance bonus).

The company expects to commence operations under the new terms after the
current contract commitment for each rig is complete, beginning with the
Pride South America during the second quarter 2007, followed by the Pride
South Atlantic in the second quarter 2008 and the Pride Brazil and Pride
Carlos Walter in the third quarter 2008.  Each of these contracts includes
cost escalation provisions that commenced upon the contract award.

The company recently completed the acquisition of its partner's 70% interest
in the joint venture companies that own the Amethyst class semisubmersibles
Pride Rio de Janeiro and Pride Portland.  Under generally accepted
accounting principles, purchase accounting requires acquired contracts to be
recorded at fair value.  The company views the terms of the contract
extensions for the Pride Carlos Walter and the Pride Brazil as indicative of
market dayrates for Amethyst class rigs. As a result of using these dayrates
to record at fair value the existing contracts on the Rio and the Portland,
the company expects to record a deferred credit of approximately US$192
million, which will be amortized into income over their remaining four-year
contract terms.  In addition, as a result of this purchase accounting, the
initial book value of each rig will similarly reflect the value of the
deferred credit.

Louis Raspino, President and Chief Executive Officer, commented, "We are
pleased to execute contracts for these five rigs, which expand our
relationships with two of our most significant customers, who are leading
participants in the deepwater market.  These agreements increase our
company-wide backlog to approximately US$5 billion, provide substantial
revenue visibility into the next decade, and further fuel our long-term
growth ambition."

Headquartered in Houston, Texas, Pride International, Inc. --
http://www.prideinternational.com/-- is a drilling contractor.
The Company provides onshore and offshore drilling and related
services in more than 25 countries, operating a diverse fleet of
278 rigs, including two ultra-deepwater drillships, 12
semi submersible rigs, 28 jackup rigs, 18 tender-assisted, barge
and platform rigs, and 218 land rigs.  Pride also provides a
variety of oilfield services to customers in Argentina,
Venezuela, Bolivia and Peru.

                        *    *    *

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on contract driller Pride International Inc. and
removed the rating from CreditWatch with negative implications.
The outlook is stable.  As of June 30, 2006, Houston, Texas-
based Pride had US$1.01 billion in adjusted debt.

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Fitch Ratings raised Pride International's Issuer Default Rating
to 'BB' from 'BB-'.  Fitch also raised the ratings on Pride's
senior secured revolving credit facility, senior unsecured notes
and their convertible senior notes.




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B R A Z I L
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BANCO BRADESCO: May Open Branch Office in China
-----------------------------------------------
Marcio Cypriano, chief executive officer of Banco Bradesco SA told reporters
that the bank is considering opening an office in China to handle Brazilian
exporters.

According to BNamericas, Mr. Cypriano said during the Bradesco Day at the
New York Stock Exchange that China will launch its banking sector to
international investors on Dec. 11 and Banco Bradesco would like to take a
closer look.

Mr. Cypriano told BNamericas, "We are going to open a representative office,
not a bank.  We are not going to offer loans."

Banco Bradesco will invest US$25 million in the office, BNamericas says,
citing Mr. Cypriano, who did not specify when the office would be launched.

Mr. Cypriano said that Banco Bradesco expects to serve Brazilian firms in
the Chinese market, BNamericas notes.  Among these firms are:

          -- Petroleo Brasileiro SA,
          -- Companhia Vale do Rio Doce, and
          -- Embraer.

The report says that Banco Bradesco has a presence in the Chinese market
through an operating accord with Tokyo-Mitsubishi UFJ, a Japanese bank.

Banco Bradesco has a remittance partnership with BBVA in the US and with
Tokyo-Mitsubishi UFJ, BNamericas says.

According to the report, Banco Bradesco is also considering an expansion of
its remittances business in Japan, Portugal, Spain and the United States.

Banco Bradesco has handled US$40 million in remittances to Brazil so far
this year, compared with the US$383 million in 2005, BNamericas notes,
citing Mr. Cypriano.

Mr. Cypriano told BNamericas, "We are looking for other banks that might be
interested in this type of partnership.  We don't intend to do retail
banking outside Brazil because we still have ways to go in Brazil in terms
of banking penetration."

Mr. Cypriano said that Banco Bradesco could open retain branches abroad in
the next 10 years, possibly in Africa or India, BNamericas states.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. Banco
-- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, two in the Bahamas, and four in the
Cayman Islands.  Bradesco offers Internet banking, insurance,
pension plans, annuities, credit card services (including
football-club affinity cards for the soccer-mad population), and
Internet access for customers.  The bank also provides personal
and commercial loans, along with leasing services.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Aug. 21, 2006, Fitch Ratings took these rating actions on Banco
Bradesco SA:

   -- Foreign Currency Issuer Default Rating upgraded to
      'BB+' from 'BB', Outlook remains Stable;

   -- Short-term Foreign Currency rating affirmed at 'B';

   -- Local Currency Issuer Default Rating affirmed at 'BBB-',
      Outlook Stable;

   -- Short-term Local Currency rating affirmed at 'F3';

   -- Individual rating affirmed at 'B/C';

   -- Support rating affirmed at '4';

   -- National Long-term affirmed at 'AA+(bra)', Outlook remains
      Stable; and

   -- National Short-term affirmed at 'F1+(bra)'.


BANCO NACIONAL: Sees BRL198B Investments on Infrastructure
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social indicated in a study
that infrastructure investments in Brazil will increase 60% to BRL198
billion in 2007 to 2010, from BRL124 billion invested in 2002 to 2005
period, Business News Americas reports.

Banco Nacional told BNamericas that the investments will be made on these
sectors:

          -- sanitation,
          -- port and rail,
          -- communications, and
          -- electric power.

BNamericas relates that Banco Nacional's study showed that the sanitation
sector -- which includes potable water, wastewater collection and treatment,
rainwater drainage and solid waste services -- could attract BRL38.1 billion
in investments in the 2007 to 2010 period.  In the period 2002-2005,
investments totaled BRL16.3 billion.

According to BNamericas, the investment in water and sewage treatment is
based on projections from the cities ministry to boost sanitation, and on
the Millennium Challenge goals, which call for sanitation services to be
extended to 85.5% of the population by 2015.

However, the study indicated that the confirmation of projects depends on
clearer rules, making reference to the much debated water law being held up
in the lower house of the federal congress, BNamericas says.

BNamericas underscores that investments in railroads are expected to
increase to BRL11 billion in the 2007-2010 period, compared with the BRL7.7
billion in the 2002-2005 period.

Banco Nacional told BNamericas that the railway sector is one that in recent
years has seen a significant expansion cycle after several years of low
investment levels.  Investments made by concessionaires quadrupled between
1998 and 2005 from BRL852 million to BRL3.4 billion.  Banco Nacional
highlighted the performance of firms like MRS Logistica and America Latina
Logistica.

BNamericas notes that investments in ports will total BRL1.9 billion in the
2007-2010 period, mainly in works related to dredging and increasing land
access to the ports.

The report says that Banco Nacional refused to disclose the amount invested
in ports in 2002 to 2005.  However, the bank said that export volumes
increased to 621 megatons in 2004, compared with 341 megatons in 1992, with
significant advances in solid bulk like iron ore, soy and sugar.

Investments in the power sector are expected to more than double to BRL88.2
billion in the 2007-2010 period, from the sector's 2002-05 investments of
BRL40 billion, according to BNamericas.  In telecommunications, firms are
forecasted to invest BRL58.8 billion through 2010, which is slightly more
than the BRL58.7 billion invested in the 2002-05 period.

BNamericas reports that Banco Nacional said in its study that regulatory and
environmental licensing problems can delay infrastructure programs.
However, Brazil is now able to guarantee long-term financing.

According to the study, Brazil still faces limitations in terms of federal
and regional budget allocations for projects, BNamericas states.

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

                        *    *    *

As reported by Troubled Company Reporter-Latin America on
March 3, 2006, Standard & Poor's Ratings Services raised its
foreign currency counterparty credit rating on Banco Nacional de
Desenvolvimento Economico e Social SA to 'BB' with a stable
outlook from 'BB-' with a positive outlook.  The company's local
currency credit rating was also shifted to 'BB+' with a stable
outlook from 'BB' with a positive outlook.


BANCO NACIONAL: Unit Issuing BRL500MM Non-Convertible Debentures
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA said in a statement
that BNDESpar, its equity division, will issue BRL500 million in six-year
non-convertible debentures, with 30% reserved for retail investors.

Banco Nacional told Business News Americas that to meet high investor
demand, BNDESpar could raise the issue to BRL600 million.

According to BNamericas, the reserve period for the debentures starts on
Nov. 24 and ends on Dec. 12, when the price will be set.  The issue closes
on Dec. 20.

BNamericas relates that Banco do Brasil and Banco Bradesco will be the
coordinating banks for the issue.

Moody's Investors Service said in a statement that it assigned its Aaa.br
national scale issuer rating and A1 global local currency rating to the
issue.  The ratings carry a stable outlook.

BNDESpar posted BRL2.17 billion net profits in the first half of 2006.  It
held total assets of BRL25.7 billion as of September 2006, BNamericas
states.

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

                        *    *    *

As reported by Troubled Company Reporter-Latin America on
March 3, 2006, Standard & Poor's Ratings Services raised its
foreign currency counterparty credit rating on Banco Nacional de
Desenvolvimento Economico e Social SA to 'BB' with a stable
outlook from 'BB-' with a positive outlook.  The company's local
currency credit rating was also shifted to 'BB+' with a stable
outlook from 'BB' with a positive outlook.


COMPANHIA ENERGETICA: Investing BRL100 Mil. on Cachoeirao Plant
---------------------------------------------------------------
Local press says that Companhia Energetica de Minas Gerais will invest
BRL100 million with Santa Maria Energetica to construct the 27-megawatt
Cachoeirao hydroelectric project in Brazil.

Business News Americas relates that the Cachoeirao is included in Companhia
Energetica's BRL1-billion program to build small-scale power plants in Minas
Gerais.

Companhia Energetica told BNamericas that it has mapped out 252 plants with
combined installed capacity of 2.8 gigawatts.

The Cachoeirao plant will be situated on the Rio Doce river in Minas Gerais.
Commercial operations will begin in October 2008, BNamericas states.

Companhia Energetica de Minas Gerais -- http://www.cemig.com.br/
-- is one of the largest and most important electric energy
utilities in Brazil due to its strategic location, its technical
expertise and its market.  Cemig's concession area extends
throughout nearly 96.7% of the State of Minas Gerais, Brazil.
Cemig owns and operates 52 power plants, of which six are in
partnership with private enterprises, relying on a predominantly
hydroelectric energy matrix.  Electric energy is produced to
supply more than 17 million people living in the state's 774
municipalities.  In addition to those 52 plants, another three
are currently under construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                        *    *    *

Cemig's BRL312,500,000 12.7% debentures due Nov. 1, 2009, carry
Moody's B1 rating.


COMPANHIA PARANAENSE: Mulling Participation in Madeira Bid
----------------------------------------------------------
Rubens Ghilardi, chief executive officer of Companhia Paranaense de Energia,
said in a webcast that the firm is analyzing an invitation to participate in
a consortium to bid for the 6.45-gigawatt Madeira hydro complex.

Business News Americas relates that the Madeira project is located in
Rondania.  Madeira's proponents are Furnas -- a federal energy firm -- and
Odebrecht, a private engineering company.  The firms have began seeking
project partners and have invited Companhia Paranaense to participate,
although they have not yet secured environmental approval.

According to BNamericas, Furnas and Odebrecht need partners to guarantee
investments and start delivering power by January 2012.  However, no other
firms have confirmed interest in the project, although BNDES is analyzing
funding plans.

BNamericas states that the Brazilian government plans to offer a 30-year
build-and-operate concession for the Madeira complex.  It would need
investments of BRL20 billion.

Mr. Ghilardi told BNamericas that Companhia Paranaense's decision to
participate in the project will depend on the Madeira project's economic and
technical feasibility plus legal clearance from Parana state legislators.

The Parana state legislation does not allow Companhia Paranaense to invest
outside the state and restricts the firm from holding a controlling stake in
projects, BNamericas states.

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

                        *    *    *

Copel's BRL100,000,000 debentures due March 1, 2007, is rated
Ba3 by Moody's.


COMPANHIA SIDERURGICA: Considers Sale of Casa de Pedra Stake
------------------------------------------------------------
Executives of Companhia Siderurgica Nacional told reporters that the firm is
still analyzing plans to sell a small stake in its Casa de Pedra iron ore
mine.

The Casa de Pedra mine is in Minas Gerais, Brazil.

As reported in the Troubled Company Reporter-Latin America on Oct. 3, 2006,
Companhia Siderurgica said that it would make the Casa de Pedra mine into an
independent entity.  Companhia Siderurgica would still maintain a majority
stake in the new entity.   Juraez Salibe -- the mining director of Companhia
Siderurgica -- said in July that the firm would sell a 20% stake in the mine
through an initial public offering.  Companhia Siderurgica hired an
investment bank for the operation.  According to analysts, the value of Casa
de Pedra in a spin-off would be between US$3.5 billion and US$4 billion.

However, Companhia Siderurgica believes that Casa de Pedra is worth US$8
billion, Business News Americas relates.

Benjamin Steinbruch, president of Companhia Siderurgica, told BNamericas,
"We never intended to sell a majority stake or the whole Casa de Pedra mine.
Our idea is to sell 10% or 20% to the market."

The sale is aimed at bringing value to Companhia Siderurgica's mining
assets, BNamericas says, citing Mr. Steinbruch.

Companhia Siderurgica Nacional aka CSN produces, sells, exports
and distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.

                        *    *    *

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 aka CSN after the
announcement of its association with U.S.-based steel maker
Wheeling-Pittsburgh Corp. in the U.S.  S&P said the outlook is stable.


COMPANHIA SIDERURGICA: Tata Steel May Up Bid for Corus Group
------------------------------------------------------------
Tata Steel Ltd. may raise its US$8 billion offer for Corus Group Plc. to
counter a rival bid by Brazil's Companhia Siderurgica Nacional SA, Bloomberg
News reports.

Companhia Siderurgia offered Corus shareholders 475 pence per ordinary share
on Nov. 17, subject to due diligence.  That offer is 4.4% higher than Tata
Steel's 455 pence per share offer, Bloomberg says.

Corus shares closed at 495.5 pence in London Stock Exchange, signaling some
investors expect a higher offer, according to Bloomberg.

"Tata will have to raise the offer to stay in the game, that's reality," Jon
Thorn, who manages US$250 million in Indian stocks at India Capital Fund
Ltd., told Bloomberg in a phone interview.  "Tata has a first-mover
advantage, but at end of the day, money matters."

The combination of Companhia Siderurgica and Corus would create a top five
global steel group with 24 million tons of annual steel production and, by
2010, approximately 50 million tons of annual iron ore production.

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.

                        *    *    *

On Jan. 26, 2006, Standard and Poor's Rating Services assigned a
'BB' corporate credit rating on Brazilian flat carbon steelmaker
Companhia Siderurgica Nacional.

The 'BB' corporate credit rating on Companhia Siderurgica
reflects the company's exposure to volatile demand and price
cycles, increasing competition in its home and predominant
market of Brazil, aggressive dividend policy and capital
investment plan, and sizable gross-debt position.  These risks
are partly offset by Companhia Siderurgica's privileged cost
position and sound operating profile, favorable market position
in Brazil, strong export capabilities to offset occasional
domestic demand sluggishness, and increasing business
diversification.


DURA AUTO: Recieves Court Approval to Access Full DIP Financing
---------------------------------------------------------------
DURA Automotive Systems, Inc., received approval from the U.S. Bankruptcy
Court for the District of Delaware for the US$300 million
debtor-in-possession financing it arranged from Goldman Sachs, GE Capital
and Barclays, as part of DURA's Chapter 11 filing, which encompasses the
company's U.S. and Canadian subsidiaries.  The company and its lenders will
finalize the lending agreements and close the loan facilities on
Nov. 27, 2006.

As part of the company's first day motions granted on Oct. 31, DURA received
approval to access US$50 million of its approximately US$300 million in DIP
financing.  Access to the balance of the DIP facility was subject to the
hearing held today by U.S. Bankruptcy Court for the District of Delaware.
The Court's approval, allowing DURA full access to the DIP financing,
ensures that DURA can fund normal business operations and continue its
operational restructuring program, key goals of its Chapter 11 financial
restructuring.

"We are pleased that we have accomplished our initial objectives to
stabilize the company while entering Chapter 11," said Larry Denton,
chairman and chief executive officer of DURA Automotive Systems.  "While
there is much work to be done to complete our plan of reorganization, we are
currently on schedule and confident in our strategy.  The company's primary
focus has shifted back to running our business, delivering on our customer
commitments and competing for new business."

On Oct. 30, DURA and its U.S. and Canadian subsidiaries filed for protection
under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court
for the District of Delaware.  DURA's European and other operations outside
of the U.S. and Canada, accounting for approximately 51% of DURA's revenue,
are not part of the filing.  DURA's cases are being presided over by the
Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware.  DURA's consolidated case number is 06-11202.

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).


GERDAU SA: Sidenor Acquiring GSB Acero's Outstanding Shares
-----------------------------------------------------------
Gerdau SA said in a statement that Sidenor, which it co-owns with Santander
and Sidenor executives, has entered a definitive agreement to acquire all of
the outstanding shares of GSB Acero, a CIE Automotive unit.

Business News Americas relates that Gerdau and Santander hold 40% each of
Sidenor, while Sidenor executives own the remaining 20%.

The deal will total EUR123 million, including some EUR11 million of net
debt.  The closing price is subject to certain adjustments based on the
financial statements of GSB Acero, BNamericas states, citing Gerdau.

"Subject to satisfactory completion of anti-trust and other regulatory
reviews, the parties involved expect to close the deal before the end of the
present year," Gerdau said in a statement.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

Gerdau's four majority-owned Brazilian operating subsidiaries
are:

   -- Acominas,
   -- Gerdau Acos Longos SA,
   -- Gerdau Acos Especiais SA and
   -- Gerdau Comercial de Acos SA;

                        *    *    *

Gerdau SA's US$600 million 8-7/8% perpetual bond is rated Ba1 by
Moody's, BB+ by S&P, and BB- by Fitch.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its foreign currency
counterparty credit rating on Banco Nacional de Desenvolvimento
Economico e Social SA to 'BB' with a stable outlook from 'BB-'
with a positive outlook.  The company's local currency credit
rating was also shifted to 'BB+' with a stable outlook from 'BB'
with a positive outlook.


LUCENT TECH: Reserves US$284 Mil. for Winstar Contract Dispute
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Lucent Technologies, Inc., reported it has set aside a
contingency fund totaling US$284 million in connection with its breach of
contract litigation against Winstar Communications LLC.

David W. Hitchcock, Lucent's corporate controller, said the
company recognized the US$284 million as a charge in its 2006
financial statements:

    * US$278 million charge -- including related interest and
      other costs of approximately US$34 million -- in the first
      quarter of fiscal 2006; and

    * US$6 million charge for post-judgment interest during the
      nine months ended June 30, 2006.

Cash, totaling US$311 million, was used to collateralize a letter of credit
that was issued during the second quarter of fiscal 2006 in connection with
the litigation, Mr. Hitchcock adds.

Mr. Hitchcock said additional charges for post-judgment interest
will be recognized in subsequent periods until the dispute is
resolved.

                 Attempt to Settle Dispute

In an attempt to settle the dispute between Christine C. Shubert, the
Chapter 7 Trustee of Winstar Communications, Inc., et al.; and Lucent
Technologies, Inc., District Court Judge Joseph J. Farnan appointed as
mediator, Ian Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden &
Balick, in Wilmington, Delaware.

The Appeal, including briefing, was held in abeyance pending the
mediation.

Mr. Bifferato met with the parties on May 8, 2006, for a
mediation session, but the parties did not settle.  As a result,
Lucent and Winstar proceeded with the briefing on the Appeal.

                    Parties File Briefs

(A) Lucent

Lucent Technologies sought authority from the U.S. District Court for the
District of Delaware to reverse the Bankruptcy Court's rulings relating to
the Trustee's preference claim, subcontract claim, and equitable
subordination claim.

According to James M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, the decisions of the Bankruptcy Court can only be
understood against the backdrop of the rapid rise and fall of the
telecommunications sector -- the bursting of the 1990s telecom bubble.

Winstar was one of many telecommunications companies founded in
1990 that sought to build a global broadband network to provide
high-speed telecommunications services to business customers.

Following the passage of the Telecommunications Act of 1996,
which deregulated the industry, capital flooded into that sector
of the economy, Mr. Madron relates.  At that time, many companies racked up
huge debts laying redundant fiber-optic cables over the same city-to-city
routes on the mistaken -- and, in retrospect, wildly unrealistic --
assumption that demand would keep pace.

Because much of the investment was vendor-financed, manufacturers including
Lucent, Nortel, Motorola, Alcatel and Cisco, lent billions of dollars to the
telecom companies that purchased their equipment, Mr. Madron says.  But when
the demand for telecom services did not match expectations, competition in
various markets across the industry and "vicious" price wars ensued, driving
down overall industry and individual company revenues.

As some telecom companies began to fail and enter bankruptcy,
others resorted to fraud and deception to mask those core
fundamental problems facing their companies, Mr. Madron says.
"Some went so far in their deception to not only mask failure,
but to inflate, artificially, revenue growth -- to make it look
like the dream was real," he adds.

Winstar's bankruptcy case arises from that environment, Mr.
Madron tells the District Court.  During the heady days of the
telecommunications boom, Winstar and Lucent entered into
agreements intended to create a mutually beneficial strategic
relationship.

In the course of that relationship, Lucent and Winstar concededly engaged in
some of misconduct, Mr. Madron says.  As the telecom sector was collapsing,
the parties' relationship deteriorated.  When Winstar ultimately filed for
bankruptcy, it sued Lucent for, among others, breach of contract.

Subsequently, the bankruptcy case was converted to Chapter 7.  The Trustee,
Ms. Shubert, took over the action, adding a new claim -- that Lucent
received an improper preferential payment from Winstar prior to the
bankruptcy.

The Trustee's case focuses heavily on the allegations of
corporate misconduct that she leveled against Lucent, Mr. Madron
notes.  Neither the preference statute nor state contract law,
however, is intended to provide a remedy for claims of improper
accounting or other financial irregularities, Mr. Madron argues.

Losing sight of that fact, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's conduct
to override its obligation to follow governing law, Mr. Madron
says.  In so doing, he continues, the Bankruptcy Court upset
previously settled principles that are critical to commercial
lending.

The Bankruptcy Court's errors will thus have serious adverse
consequences, not only for Lucent, but also for any party doing
business with companies that may seek bankruptcy protection in
Delaware, Mr. Madron asserts.

Mr. Madron notes that Lucent was not an "insider" of Winstar.
The Bankruptcy Court, among other things, applied the wrong
standard in concluding that Lucent was a "person in control" of
Winstar, Mr. Madron argues.

Winstar's payment in December 2000 to Lucent was not a transfer
of the Debtors' property because it came from earmarked funds,
from a loan that Winstar contracted with Siemens, Mr. Madron
contends.  Lucent says it is entitled to a new value defense
because it provided Winstar new value in the form of equipment
and related services.

Moreover, Lucent did not breach any obligation to Winstar's
subsidiary, Winstar Wireless, Inc., under a March 1999
subcontract, Mr. Madron argues.  Additionally, he says, the
Bankruptcy Court erred in equitably subordinating Lucent's claims by relying
on the erroneous conclusion that Lucent was an insider of Winstar, and by
improperly disregarding the Bankruptcy Code.

A full-text copy of Lucent's Opening Brief on the Appeal is
available for free at http://ResearchArchives.com/t/s?1566

Because of the complexity of the issues of law involved, Lucent also sought
permission from the District Court to conduct an oral argument on the case.

(B) Winstar

Lucent is changing its strategy and concedes that it engaged in
"misconduct" and "suspect" transactions, but does specify the
facts underlying that "misconduct" and those "suspect"
transactions, Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, points out, on behalf of the Chapter 7
Trustee.

Mr. Rennie says these facts are at the heart of the Bankruptcy
Court's insider determination -- "a series of last minute,
massive end of quarter sales and related conduct in which Lucent
repeatedly caused Winstar to do Lucent's bidding, including
participation in numerous schemes and outright fraud to create
hundreds of millions of dollars of fake revenue so that Lucent
could appear to be more profitable than it was."

What began as a "strategic partnership" to benefit both parties
degenerated into a relationship in which the much larger company
-- Lucent -- bullied and threatened the smaller company --
Winstar -- into taking actions that were designed to benefit the
larger at the expense of the smaller, Mr. Rennie points out.

Hence, the Trustee sought authority from the District Court to affirm in all
respects the Bankruptcy Court's findings regarding the Preferential Claim.
The Bankruptcy Court, according to Mr.
Rennie, found that Winstar satisfied both:

     (i) the statutory definition that Lucent was a "person in
         control" of Winstar; and

    (ii) the non-statutory test, by finding that Lucent and
         Winstar did not deal at arm's length.

Regardless of which test is applied, insider status is determined
case-by-case, by a "fact-intensive" inquiry into the closeness of the
relationship, Mr. Rennie points out.

The December 2000 Transfer was not earmarked for Lucent, Mr.
Rennie argues.  The parties agree that to establish an earmarking defense,
there must be:

    (1) an agreement between the new lender -- Siemens -- and
        Winstar that the loan funds would be used exclusively to
        pay a specified antecedent debt;

    (2) performance of the agreement in accordance with its
        terms; and

    (3) no diminution of Winstar's estate as a result of the
        transaction.

Mr. Rennie asserts that Siemens did not require Winstar to use
the Siemens funds to pay Lucent.  Instead, the Siemens loan was
to be used as Winstar's working capital.  In addition, Mr. Rennie continues,
Lucent waived the earmarking defense by failing to raise it in its answer or
in the pre-trial memorandum.

According to Mr. Rennie, the Bankruptcy Court properly rejected
Lucent's new value defense under Section 547(C)(4) of the
Bankruptcy Code because Lucent failed to prove that it provided
to Winstar new value for goods and related services after
Dec. 7, 2000, and that the new value was unsecured.

The Trustee sought permission from the District Court to affirm the
Bankruptcy Court's decision equitably subordinating Lucent's claims due
Lucent's breach of the Wireless Subcontract.

A full-text copy of the Trustee's Brief in Opposition of Lucent's Appeal is
available for free at:

              http://ResearchArchives.com/t/s?1567

                      Lucent's Reply

Neither the bankruptcy preference statute nor the New York
contract law provides a remedy for allegations of securities
fraud that lie at the heart of the Trustee's story, Mr. Madron
reiterates.

A creditor is not a "person in control" unless it exercised
actual managerial control over the debtors' business affairs, Mr. Madron
asserts.  The Bankruptcy Court nevertheless erroneously concluded that
Lucent "controlled" Winstar even though the two companies were managed by
separate and independent directors and officers, Mr. Madron points out.

The question on the Appeal focuses on whether the particular laws under
which the Trustee has asserted her claims -- the Bankruptcy Code and the New
York contract law -- gave it the relief, which the Bankruptcy Court has
granted.  The Bankruptcy Code and the New York contract law, Mr. Madron
insists, cannot provide that relief to the Trustee.

The Trustee's efforts to defend the Bankruptcy Court's faulty
reasoning fail and her arguments are contradicting, Mr. Madron
points out.  Moreover, the standard of review for the Appeal does not depend
on the subject matter of the claim, but only on the nature of the Bankruptcy
Court's conclusions, Mr. Madron says.

The Bankruptcy Court's conclusions of law and its application of
law to facts must be reviewed de novo regardless of the subject
matter, Mr. Madron further asserts.

A full-text copy of Lucent's Reply Brief is available for free
at: http://ResearchArchives.com/t/s?1568

                        About Winstar

Headquartered in New York, New York, Winstar Communications, Inc., provides
broadband services to business customers.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 18, 2001 (Bankr.
D. Del. Case Nos. 01-01430 through 01-01462). The Debtors obtained the
Court's approval converting their case to a chapter 7 liquidation proceeding
in January 2002.  Christine C. Shubert serves as the Debtors' chapter 7
trustee.  When the Debtors filed for bankruptcy, they listed
US$4,975,437,068 in total assets and US$4,994,467,530 in total debts.

                  About Lucent Technologies

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers
the systems, services and software that drive next-generation communications
networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage their
networks.  Lucent's customer base includes communications service providers,
governments and enterprises worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                        *    *    *

In November 2006, Standard & Poor's Ratings Services said that its 'BB'
long-term corporate credit rating on France-based Alcatel and its 'B'
long-term corporate credit rating on U.S.-based Lucent Technologies Inc.
remain on CreditWatch with negative and positive implications, respectively,
where they were placed on March 24 on news of the two telecoms equipment
makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms for the
various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

In April 2006, Moody's Investors Service placed Lucent's B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


PETROLEO BRASILEIRO: Production Increases 1.6% in October
---------------------------------------------------------
Petroleo Brasileiro said in a statement that it produced about 1.96 million
barrels per day of oil at home and abroad in October 2006, which is 1.6%
more than the 1.93 million barrels per day produced in September 2006.

Business News Americas relates that Petroleo Brasileiro's domestic
production increased 1.8% to 1.82 million barrels per day in October 2006,
from 1.79 million barrels per day in September 2006.  International output
decreased 1.3% to 137,700 barrels per day from 139,600 barrels per day.

Petroleo Brasileiro told BNamericas that its domestic production was 5.7%
higher in October 2006, compared with October 2005.  Its international
output was 10% lower.

Increased production indicates higher output in the Albacora Leste field,
due to three new producing wells, BNamericas says, citing Petroleo
Brasileiro.

Albacora Leste is in Campos, Brazil's most prolific oil basin.

BNamericas underscores that in the first 10 months of 2006, Petroleo
Brasileiro's average daily production increased 3.5% to 1.91 million barrels
per day, from 1.85 million barrels per day for the rest of 2005.

The report says that Petroleo Brasileiro's average production, including
natural gas, increased 1.6% to 2.34 million barrels of oil equivalent per
day in October 2006, from 2.31 million barrels of oil equivalent per day in
September 2006 and 4.7% from 2.24 million barrels of oil equivalent per day
in October 2005.

Petroleo Brasileiro told BNamericas that its natural gas production average
grew 4.4% to 44.8 million cubic meters per day, compared with the 42.9
million cubic meters per day recorded in September 2006.  This is due to
higher domestic demand for the fuel.

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.


TRANSAX INT: Sept. 30 Balance Sheet Upside-Down by US$4,176,690
---------------------------------------------------------------
Transax International Ltd. reported financial results for the third quarter
ended Sept. 30, 2006.

For the quarter ended Sept. 30, 2006, Transax generated net revenues of
US$1,115,930 compared with US$948,993 during the third quarter of 2005, a
17.6% increase.  The increase in revenue was reflected by continued growth
in real-time transactions and continued installation of its software and
services.  Transaction volume increased to 2.04 million for the third
quarter of 2006, an approximate 16.5% increase from 1.75 million in the
third quarter of 2005.

Loss from operations in the third quarter of 2006 was US$206,809 compared
with US$9,671 during the same period in 2005.  Net loss for the third
quarter of 2006 was US$623,578 or (US$0.02) per share, compared with a net
loss in the third quarter of 2005 of US$317,780, or (US$0.01) a share.  The
company incurred US$1,322,739 in operating expenses for the third quarter of
2006, compared with US$958,664 during the same period in 2005.  The increase
in operating expenses was due in part to higher product support services
resulting from the increase in revenue, as well as higher professional and
administrative costs.

For the nine months ended Sept. 30, 2006, revenues were US$3,131,832
compared with US$2,450,424, an increase of 27.8%.  Operational losses for
the first nine months of 2006 were US$3,684,533 compared with US$2,554,988.
Net loss for the first nine months of 2006 was US$2,617,668, or (US$0.08) a
share compared with US$583,641, or US$(0.02) a share for the same period in
2005.  The increase in net loss relates to the classification of the
embedded conversion feature and related warrants issued in connection with
our "Series A" preferred stock debenture payable as a derivative instrument.

Stephen Walters, President & CEO of Transax, stated, "Our revenues and
transaction volume continued their steady rise during the quarter and our
year over year growth remains strong."  Mr. Walters continued, "During the
first nine months of 2006, we executed over 5.8 million transactions
compared with 4.78 million in 2005, an increase of over 21%."

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides health information
management systems to hospitals, physicians and health insurance
companies.  The Company's subsidiaries, TDS Telecommunication
Data Systems LTDA provides services in Brazil; Transax Australia
Pty Ltd. operates in Australia; and Medlink Technologies Inc.
initiates research and development.

Transax International Limited's balance sheet at June 30, 2006
showed a US$3,717,316 total stockholders' deficit from total
assets of US$2,196,551 and total liabilities of US$5,913,867.

Transax International's balance sheet at June 30, 2006, also
showed negative working capital with US$1,085,530 in total
current assets and US$4,943,668 in total current liabilities.




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


ADROIT PRIVATE: Deadline for Filing of Claims Is Set for Nov. 30
----------------------------------------------------------------
Adroit Private Equity's creditors are required to submit proofs of claim by
Nov. 30, 2006, to the company's liquidators:

          Trident Directors (Cayman) Ltd.
          P.O. Box 847
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Adroit Private's shareholders agreed on Oct. 16, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Kimbert Solomon
          P.O. Box 847, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 0880
          Fax: (345) 949 0881


BES OVERSEAS: Deadline for Proofs of Claim Filing Is Nov. 30
------------------------------------------------------------
BES Overseas Ltd.'s creditors are required to submit proofs of claim by Nov.
30, 2006, to the company's liquidators:

          S.L.C. Whicker
          K.D. Blake
          KPMG
          P.O. Box 493
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

BES Overseas' shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Gundega Tamane
          P.O. Box 493
          Grand Cayman, Cayman Islands
          Tel: 345-914-4309
               345-949-4800
          Fax: 345-949-7164


CDO INVESTMENT: Deadline for Submission of Claims Is on Nov. 30
---------------------------------------------------------------
CDO Investment Fund, Ltd.'s creditors are required to submit proofs of claim
by Nov. 30, 2006, to the company's liquidators:

          Richard Gordon
          Carlos Farjallah
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

CDO Investment's shareholders agreed on Oct. 13, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


CHANNEL ASSETS: Last Day to Submit Proofs of Claim Is on Nov. 30
----------------------------------------------------------------
Channel Assets Ltd.'s creditors are required to submit proofs of claim by
Nov. 30, 2006, to the company's liquidators:

          Richard Gordon
          Andrew Millar
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Channel Assets' shareholders agreed on Oct. 12, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


CMULTI-STRATEGY: Last Day to File Proofs of Claim Is on Nov. 30
---------------------------------------------------------------
Cmulti-Strategy Equity Master Fund's creditors are required to submit proofs
of claim by Nov. 30, 2006, to the company's liquidators:

          Stuart K. Sybersma
          Ian A. N. Wight
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Cmulti-Strategy's shareholders agreed on Oct. 18, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Mervin Solas
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 7500
          Fax: (345) 949 8258


CONSTELLATION (CAYMAN): Claims Submission Deadline Is on Nov. 30
----------------------------------------------------------------
Constellation (Cayman) Ltd.'s creditors are required to submit proofs of
claim by Nov. 30, 2006, to the company's liquidators:

          Guy Major
          Jan Neveril
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Constellation (Cayman)'s shareholders agreed on Oct. 20, 2006, for the
company's voluntary liquidation under Section 135 of the Companies Law (2004
Revision) of the Cayman Islands.


CONVERTIBLES LTD: Claims Filing Deadline Is Set for Nov. 30
-----------------------------------------------------------
Convertibles Ltd.'s creditors are required to submit proofs of claim by Nov.
30, 2006, to the company's liquidators:

          Carrie Bunton
          Mike Hughes
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Convertibles Ltd.'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.


CROKE PARK: Creditors' Proofs of Claim Must be Filed by Nov. 30
---------------------------------------------------------------
Croke Park Funding Ltd.'s creditors are required to submit proofs of claim
by Nov. 30, 2006, to the company's liquidators:

          Helen Allen
          Jan Neveril
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Croke Park's shareholders agreed on Oct. 11, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


CRYSTAL SPRINGS: Submission of Proofs of Claim Is Until Nov. 30
---------------------------------------------------------------
Crystal Springs CBO Funding Corp.'s creditors are required to submit proofs
of claim by Nov. 30, 2006, to the company's liquidators:

          Wendy Ebanks
          Emile Small
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Crystal Springs' shareholders agreed on Oct. 18, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


CURALIUM GENERAL: Proofs of Claim Filing Deadline Is on Nov. 30
---------------------------------------------------------------
Curalium General Partner Inc.'s creditors are required to submit proofs of
claim by Nov. 30, 2006, to the company's liquidators:

          Q&H Nominees Ltd
          P.O. Box 1348, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Curalium General's shareholders agreed on July 13, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Greg Link
          P.O. Box 1348, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 4123
          Fax: (345) 949 4647


CUSTOM HOUSE: Proofs of Claim Must be Filed by Nov. 30
------------------------------------------------------
Custom House Funding Ltd.'s creditors are required to submit proofs of claim
by Nov. 30, 2006, to the company's liquidators:

          Helen Allen
          Jan Neveril
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Custom House's shareholders agreed on Oct. 11, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


DENTBLANCHE FINANCE: Proofs of Claim Must be Filed by Nov. 30
-------------------------------------------------------------
Dentblanche Finance Ltd.'s creditors are required to submit proofs of claim
by Nov. 30, 2006, to the company's liquidators:

          Phillip Hinds
          Emile Small
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Dentblanche Finance's shareholders agreed on Oct. 6, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


ENHANCED LOAN: Proofs of Claim Must be Submitted by Nov. 30
-----------------------------------------------------------
Enhanced Loan Facility III, Ltd.'s creditors are required to submit proofs
of claim by Nov. 30, 2006, to the company's liquidators:

          Wendy Ebanks
          Richard Gordon
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Enhanced Loan's shareholders agreed on Oct. 16, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


ESPIRITO SANTO: Deadline for Proofs of Claim Filing Is Nov. 30
--------------------------------------------------------------
Espirito Santo Overseas Ltd.'s creditors are required to submit proofs of
claim by Nov. 30, 2006, to the company's liquidators:

          S.L.C. Whicker
          K.D. Blake
          KPMG
          P.O. Box 493
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Espirito Santo's shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Gundega Tamane
          P.O. Box 493
          Grand Cayman, Cayman Islands
          Tel: 345-914-4309
               345-949-4800
          Fax: 345-949-7164


FLORA FUND: Creditors Have Until Nov. 30 to File Proofs of Claim
----------------------------------------------------------------
Flora Fund SPC, Ltd.'s creditors are required to submit proofs of claim by
Nov. 30, 2006, to the company's liquidators:

          Stuart K. Sybersma
          Ian A. N. Wight
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Florida Fund'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.

Parties-in-interest may contact:

          Mervin Solas
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 7500
          Fax: (345) 949 8258


ICE SEA: Last Day for Filing of Proofs of Claim Is on Nov. 30
-------------------------------------------------------------
Ice Sea Shipping Ltd.'s creditors are required to submit proofs of claim by
Nov. 30, 2006, to the company's liquidator:

          Steen Ulrich
          c/o Maples and Calder
          Maples and Calder
          P.O. Box 309, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Ice Sea's shareholders agreed on Oct. 20, 2006, for the company's voluntary
liquidation under Section 135 of the Companies Law (2004 Revision) of the
Cayman Islands.


PEPS CORP. I: Creditors Must File Proofs of Claim by Nov. 30
------------------------------------------------------------
Peps Corp. I's creditors are required to submit proofs of claim by Nov. 30,
2006, to the company's liquidators:

          Stuart K. Sybersma
          Ian A. N. Wight
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Peps Corp.'s shareholders agreed on Oct. 13, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Mervin Solas
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 7500
          Fax: (345) 949 8258


SIRIUS FUND: Deadline for Filing of Proofs of Claim Is Nov. 30
--------------------------------------------------------------
Sirius Fund, SPC's creditors are required to submit proofs of claim by Nov.
30, 2006, to the company's liquidator:

          Milan Kratka
          c/o P.O. Box 309, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Sirius Fund's shareholders agreed on Oct. 16, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


SIRIUS MASTER: Proofs of Claim Filing Deadline Is on Nov. 30
------------------------------------------------------------
Sirius Master Fund, SPC's creditors are required to submit proofs of claim
by Nov. 30, 2006, to the company's liquidator:

          Milan Kratka
          c/o P.O. Box 309, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Sirius Master's shareholders agreed on Oct. 16, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


VERITY GLOBAL: Creditors Must Submit Proofs of Claim by Nov. 30
---------------------------------------------------------------
Verity Global Offshore Fund, Ltd.'s creditors are required to submit proofs
of claim by Nov. 30, 2006, to the company's liquidators:

          S.L.C. Whicker
          K.D. Blake
          KPMG
          P.O. Box 493
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 30 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Verity Global's shareholders agreed on Oct. 18, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.

Parties-in-interest may contact:

          Blair Houston
          P.O. Box 493
          Grand Cayman, Cayman Islands
          Tel: 345-914-4334
               345-949-4800
          Fax: 345-949-7164




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


ARAMARK: Holding Shareholders Meeting to Vote on Proposed Merger
----------------------------------------------------------------
Aramark Corp. has called a special meeting of shareholders for Dec. 20,
2006, to consider and vote upon the proposal to adopt the merger agreement
providing for the acquisition of the company by an investor group led by
Joseph Neubauer and investment funds managed by GS Capital Partners, CCMP
Capital Advisors and J.P. Morgan Partners, Thomas H. Lee Partners and
Warburg Pincus LLC.

Aramark shareholders of record at the close of business on
Nov. 3, 2006, will be entitled to notice of the special meeting and to vote
on the proposal.  The special meeting will be held on Dec. 20, 2006, at
10:00 a.m. Eastern Time, at:

          Philadelphia Marriott Downtown
          1201 Market Street, Philadelphia
          Pennsylvania 19107

ARAMARK will mail its definitive proxy statement to its shareholders on or
about Nov. 20, 2006.

In connection with the proposed merger agreement, it was reported in the
Troubled Company Reporter on Aug. 10, 2006, that the transaction is valued
at approximately US$8.3 billion, including the assumption or repayment of
approximately US$2.0 billion of debt.  Under the terms of the agreement,
Aramark stockholders would receive upon completion of the merger US$33.80 in
cash for each share of Aramark common stock they hold.

Headquartered in Philadelphia, ARAMARK Corp. --
http://www.aramark.com/-- is a leader in professional services,
providing food services, facilities management, and uniform and
career apparel to health care institutions, universities and
school districts, stadiums and arenas, and businesses around the
world.  It has approximately 240,000 employees serving clients
in 20 countries, including Mexico, Brazil and Chile.

                        *    *    *

Standard & Poor's Ratings Services lowered on Aug. 8, 2006, its
ratings on Philadelphia-based ARAMARK Corp. and its subsidiary,
ARAMARK Services Inc., including its corporate credit rating to
'BB+' from 'BBB-'.

Fitch downgraded on Aug. 8, 2006, the Issuer Default Rating
and senior unsecured debt ratings for both ARAMARK Corporation
and its wholly owned subsidiary, ARAMARK Services, Inc., to
'BB-' from 'BBB'.  The ratings remain on Rating Watch Negative.

Moody's Investors Service downgraded on Sept. 20, 2006, the 5%
senior notes due 2012 of ARAMARK Services, Inc., to B2 from
Baa3, confirmed the Baa3 ratings on the senior notes due 2007
and 2008, and assigned a corporate family rating of Ba3 to
ARAMARK Corp., ARAMARK Services' holding company parent.  The B2
rating on the 5% senior notes due 2012 and the Ba3 corporate
family rating are under review for possible downgrade.




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


ARMOR HOLDINGS: Secures US$42-Million Order for FMTV Program
------------------------------------------------------------
Armor Holdings, Inc., received a US$42 million order for production of
additional Family of Medium Tactical Vehicle or FMTV trucks from the U.S.
Army Tank-automotive and Armaments Command or TACOM.  The company advised
that the award is made under the existing multi-year FMTV production
contract with work to be performed in 2007 at the Aerospace & Defense Group
facilities located in Sealy, Texas.

Robert Schiller, President of Armor Holdings, stated, "While this order
demonstrates the continuing importance of the FMTV program to the Army, we
also anticipate forthcoming distribution of recently approved FY07 Defense
Budget funding for FMTV. We are gratified by the confidence that our
customer places in us and are extremely proud of our workforce for their
consistent performance on this high quality product."

Headquartered in Jacksonville, Florida, Armor Holdings, Inc. --
www.armorholdings.com/ -- manufactures and distributes security
products and vehicle armor systems for the law enforcement,
military, homeland security, and commercial markets.  The
company's mobile security division are located in Mexico,
Venezuela, Colombia and Brazil.

                        *    *    *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology, the rating agency confirmed its Ba3 Corporate
Family Rating for Armor Holdings Inc.

Additionally, Moody's affirmed its B1 ratings on the company's
2% Convertible Senior Subordinated Notes Due 2024 and 8.25%
Senior Subordinated Notes Due 2013.  Moody's assigned those
debentures an LGD5 rating suggesting noteholders will experience
a 77% loss in the event of default.




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


DENNY'S CORP: Moody's Ups Corporate Family Rating to B1 from B2
---------------------------------------------------------------
Moody's Investors Service raised Denny's Holdings, Inc., corporate family
rating to B1 from B2 and assigned Ba2 ratings to Denny's, Inc.'s proposed
US$350 million senior secured credit facility consisting of a US$50 million
revolver, a US$260 million term loan B and a US$40 million synthetic letter
of credit facility.  At the same time, the senior unsecured notes at
Holdings were upgraded to B3 from Caa1.  The proceeds of the proposed bank
facilities will pay off Denny's existing 1st lien credit facility and the
2nd lien term loan.  Accordingly, Moody's expects to withdraw the ratings on
these issues once the proposed credit facility is closed.  The rating
outlook remains stable. Moody's noted that the rating assignments are
subject to a review of the final documentation.

Moody's upgraded these ratings with a stable outlook:

   Denny's Holdings, Inc.

   -- corporate family rating to B1 from B2,
   -- probability of default rating to B1 from B2 and
   -- the US$175 million senior unsecured notes to B3
      (LGD5, 87%) from Caa1 (LGD5, 89%).

Moody's assigned these ratings with a stable outlook:

   Denny's, Inc.

   -- Ba2 (LGD2, 24%) on the US$50 million secured revolver,

   -- Ba2 (LGD, 24%) on the US$260 million secured term loan
      and

   -- Ba2 (LGD2, 24%) on the US$40 million secured synthetic
      letter of credit facility.

Moody's affirmed these ratings at this time but expects withdraw after
closing of the proposed facility:

   Denny's, Inc.

   -- Ba2 (LGD2, 18%) on the US$75 million 1st lien secured
      revolver,

   -- Ba2 (LGD2, 18%) on the US$225 million 1st lien secured
      term loan B and

   -- B2 (LGD4, 53%) on the US$120 million 2nd lien secured
      term loan.

The upgrade in the corporate family rating reflects Denny's recent success
at significantly de-levering its balance sheet through the sale of
company-owned, franchisee-operated real estate.  In addition, the rating
action incorporates the company's solid same store sales performance despite
a challenging consumer spending environment, still sizable real estate
ownership and the projected, improved financial flexibility stemming from
the proposed refinancing which should noticeably lower interest expense.
The new B1 corporate family rating also encompasses Denny's still relatively
high leverage position and weak fixed charge coverage and the fact that it
operates in the mature, highly competitive family dining category of the
restaurant industry. Moody's notes that EBIT-to-interest and free cash
flow-to-debt metrics are not currently indicative of the B1 rating.
However, the rating agency expects the company's positive qualitative
factors, along with consistent operating performance, to gradually translate
into stronger credit metrics over the next 12-18 months.

Headquartered in Spartanburg, South Carolina, Denny's Corp.
-- http://www.dennys.com/-- is America's largest full-service family
restaurant chain, consisting of 543 company-owned units and 1,035 franchised
and licensed units, with operations in the United States, Canada, Costa
Rica, Guam, Mexico, New Zealand and Puerto Rico.




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


BANCO INTERCONTINENTAL: Fraud Case Defendants May be Imprisoned
---------------------------------------------------------------
The Justice Ministry of the Dominican Republic has strong evidence that
could send defendants in the US$2.5 billion Banco Intercontinental fraud
case to jail, Dominican Today reports, citing Octavio Lister, the director
of the Corruption Prevention Department.

The defendants are:

          -- Ramon Baez Figueroa,
          -- Marcos Baez Cocco,
          -- Vivian Lubrano de Castillo,
          -- Luis Alvarez Renta, and
          -- Jesus Maria Troncoso.

Mr. Lister denied to Dominican Today reports of a meeting in Guatemala on an
attempt for an out-of-court settlement.

The settlement was not addressed in the gathering, Dominican Today says,
citing Mr. Lister.

Mr. Lister told Dominican Today, "The subject was not addressed, and on the
contrary in the Corruption Prevention Department we are working so that the
criminal trial of the case is held in the First Collegiate Court of the
National District."

Mr. Lister said that the Justice Ministry wants the judges to act quickly in
the hearing the process, Dominican Today notes.

According to Dominican Today, the trial is being held in the National
District First Collegiate Court.

The trial was postponed on two occasions due to the defense's motions as
well as the fact that Juarez Castillo, one of Mr. Figueroa's attorneys, had
to undergo open hear surgery in the United States, Dominican Today states.

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.

The director of the Corruption Prevention Department can be reached at:

      Dr. Octavio Lister Henriquez,
      Director del Departamento de la Corrupcion Administrativa
      Hipolito Herrera Billini esq Juan B Perez
      Palacio de Justicia del Centro de los Heroes de Constanza
      Maimon y Estero Hondo, 3er piso
      Santo Domingo, Republica Dominicana
      Phone: (809) 533-9606
      Fax: (809) 533-4098
      E-mail: Olisterh@hotmail.com




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


PHELPS DODGE: Discloses Terms of US$25.9B Merger with Freeport
--------------------------------------------------------------
Phelps Dodge Corp. and Freeport-McMoRan Copper & Gold Inc. have signed a
definitive merger agreement under which FCX will acquire Phelps Dodge for
approximately US$25.9 billion in cash and stock, creating the world's
largest publicly traded copper company.

The combined company will be a new industry leader with large, long-lived,
geographically diverse assets and significant proven and probable reserves
of copper, gold, and molybdenum.

The company's increased scale of operations, management depth, and
strengthened cash flow will provide an improved platform to capitalize on
growth opportunities in the global market.

The combined company will be the largest North American-based mining
company.

The company will enjoy an excellent cost position, long reserve life, a
diversified geographic footprint, and an attractive growth profile.

FCX currently operates the world-class Grasberg mine, located in Papua,
Indonesia, which is the world's largest copper and gold mine in terms of
reserves.

Phelps Dodge has mines in operation or under development in North and South
America, and Africa, including the world-class Tenke Fungurume development
project in the Democratic Republic of the Congo.

The combined company will represent one of the most geographically
diversified portfolios of operating, expansion and growth projects in the
copper mining industry.

James R. Moffett, chairman of the board of FCX, said: "This transaction
combines two leading mining companies to form a strong industry leader at a
time when we see significant long-term opportunities in our industry.  FCX
has been built through our exploration and development capabilities, and we
will focus on aggressively pursuing opportunities in the extensive Phelps
Dodge asset portfolio."

Richard C. Adkerson, FCX's president and chief executive officer, said:
"This acquisition is financially compelling for FCX shareholders, who will
benefit from significant cash flow accretion, lower cost of capital, and
improved geographic and asset diversification.  The new FCX will continue to
invest in future growth opportunities with high rates of return and will
aggressively seek to reduce debt incurred in the acquisition using the
substantial free cash flow generated from the combined business."

Adkerson continued: "Together, FCX and Phelps Dodge will have the size,
management depth and financial strength to optimize existing operations and
accelerate our growth by aggressively pursuing promising new development
projects, exploration and acquisitions.  We are enthusiastic about the
addition of Phelps Dodge's highly regarded mining team, which will
complement our existing organization, and are delighted to welcome Phelps
Dodge's talented team to the FCX family."

J. Steven Whisler, chairman and chief executive officer of Phelps Dodge,
said: "This transaction provides Phelps Dodge shareholders a significant
premium for their shares and gives them the opportunity to participate in
the upside potential of a geographically diversified industry leader
possessing the scale and asset quality to compete on the global stage
successfully.  I believe our management team, with its industry-recognized
reputation for operational excellence and technological innovation,
possesses the skills in open pit and underground mining and mineral
processing to add value to FCX's operations.  We look forward to working
with FCX to realize all of the benefits of this combination, and its
exciting portfolio of growth and expansion projects, for our shareholders,
customers, employees and suppliers."

                  Terms of the Transaction

Under the terms of the transaction, FCX will acquire all of the outstanding
common shares of Phelps Dodge for a combination of cash and common shares of
FCX for a total consideration of
US$126.46 per Phelps Dodge share, based on the closing price of FCX stock on
Nov. 17, 2006.

Each Phelps Dodge shareholder would receive US$88.00 per share in cash plus
0.67 common shares of FCX.  This represents a premium of 33% to Phelps
Dodge's closing price on Nov. 17, 2006, and 29% to its one-month average
price at that date.

The cash portion of US$18 billion represents approximately 70% of the total
consideration.  In addition, FCX would deliver a total of 137 million shares
to Phelps Dodge shareholders, resulting in Phelps Dodge shareholders owning
approximately 38% of the combined company on a fully diluted basis.

The boards of directors of FCX and Phelps Dodge have each unanimously
approved the terms of the agreement and have recommended that their
shareholders approve the transaction.  The transaction is subject to the
approval of the shareholders of FCX and Phelps Dodge, receipt of regulatory
approvals and customary closing conditions.  The transaction is expected to
close at the end of the first quarter of 2007.

FCX has received financing commitments from JPMorgan and Merrill Lynch to
fund the cash required to complete the transaction.  After giving effect to
the transaction, estimated pro forma total debt at Dec. 31, 2006, would be
approximately US$17.6 billion, or approximately US$15 billion net of cash.

            Combined Financials and Production

For the 12-month period ending Sept. 30, 2006, the companies had combined
revenues of US$16.6 billion, EBITDA (operating income before depreciation,
depletion and amortization) of US$7.0 billion, and operating cash flows of
US$5.5 billion.

For the year 2006, the combined company's estimated EBITDA would approximate
US$7.9 billion and operating cash flows would approximate US$6.5 billion.

On a pro forma basis for 2006, the combined company's production would
approximate 3.7 billion pounds of copper (3.1 billion pounds net of minority
interests), 1.8 million ounces of gold
(1.7 million ounces net of minority interests) and 69 million pounds of
molybdenum.

Combined proven and probable reserves at Dec. 31, 2005, would approximate 75
billion pounds of copper, 41 million ounces of gold and 1.9 billion pounds
of molybdenum, net of minority interests.

                 Benefits of the Transaction

   * The combined company is well positioned to benefit from the
     positive copper market at a time when there is a scarcity
     of large-scale copper development projects combined with
     strong global demand for copper.  The combined company's
     copper production growth is expected to be approximately
     25% over the next three years.

   * The combined company will benefit from long-lived reserves
     totaling 75 billion pounds of copper, 41 million ounces of
     gold and 1.9 billion pounds of molybdenum, net of minority
     interests.

   * The combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * The combined company's project pipeline will support
     industry-leading growth by delivering nearly 1 billion
     pounds of additional copper production capacity over the
     next three years.  Projects include Phelps Dodge's recent
     commissioning of the US$850 million expansion of the Cerro
     Verde mine in Peru; the development of the new US$550
     million Safford mine in Arizona; a potential project to
     extend the life of El Abra through sulfide leaching; the
     exciting Tenke Fungurume copper/cobalt project in the
     Democratic Republic of the Congo, which is expected to
     begin production by 2009; the expansion of FCX's DOZ
     underground mine in Indonesia; and other developments of
     FCX's large-scale, high-grade underground ore bodies in the
     Grasberg district in Indonesia.

   * The combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * The combined company will have significant high potential
     exploration rights in copper regions around the world,
     including FCX's existing prospective acreage in Papua,
     Indonesia, and Phelps Dodge's opportunities at its Tenke
     concession, the U.S. and South America, as well as Phelps
     Dodge's portfolio of exciting exploration targets.  FCX
     Will continue its longstanding focus on adding value
     through exploration.

   * The combination of FCX's and Phelps Dodge's proven
     management and best practices in open pit and underground
     mining will facilitate the sharing of expertise to optimize
     operations across the asset base.  Phelps Dodge's unique
     mining and processing technology provides opportunities to
     be applied to optimize metal production at Grasberg.

           Management Team and Board of Directors

James R. Moffett, chairman of FCX, will continue as chairman. Richard C.
Adkerson, chief executive officer of FCX, will serve as chief executive
officer of the combined company.

Upon completion of the transaction, J. Steven Whisler, chairman and chief
executive officer of Phelps Dodge, is expected to retire after more than 30
years of service to Phelps Dodge.

Timothy R. Snider will be chief operating officer of the combined company,
Ramiro G. Peru will be chief financial officer and Kathleen L. Quirk will be
chief investment officer.

Mark J. Johnson will continue as chief operating officer of FCX's Indonesian
operations and Michael J. Arnold will continue in his executive management
role, including serving as chief financial and administrative officer of
FCX's Indonesian operations.

At closing, FCX will add to its board of directors three independent members
from Phelps Dodge's board, increasing the size of the board to sixteen
directors in total.

The parent company will retain the Freeport-McMoRan Copper & Gold Inc. name
and trade on the New York Stock Exchange under the symbol "FCX."  The Phelps
Dodge name will continue to be used in its existing operations.

The corporate headquarters of the combined company will be located in
Phoenix, Arizona, and FCX will maintain its New Orleans, Louisiana, office
for accounting and administrative functions for its Indonesian operations.

                      Financial Policy

FCX has an established financial policy of maintaining a strong financial
position and returning excess cash to shareholders through dividends and
share purchases.  The continuation of positive copper markets would provide
substantial cash flows to enable the combined company to achieve significant
near-term debt reductions.  In addition, FCX intends to consider
opportunities over time to reduce debt further through issuances of equity
and equity-linked securities and possibly through asset sales.  FCX expects
to continue its regular annual common dividend of US$1.25 per share.  FCX is
committed to its long-standing tradition of maximizing value for
shareholders.

                   Advisors and Counsel

J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the financial
advisors of FCX.

Davis Polk & Wardwell and Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P. are the legal counsel of FCX.

Citigroup Corporate and Investment Banking and Morgan Stanley & Co.
Incorporated are the financial advisors of Phelps Dodge.

Debevoise & Plimpton LLP is the legal counsel of Phelps Dodge.

            About Freeport-McMoRan Copper & Gold

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper & Gold Inc.
(NYSE: FCX) -- http://www.fcx.com/-- explores for, develops, mines, and
processes ore containing copper, gold, and silver in Indonesia, and smelts
and refines copper concentrates in Spain and Indonesia.

                     About Phelps Dodge

Phelps Dodge Corp. (NYSE: PD) http://www.phelpsdodge.com/-- is one of the
world's leading producers of copper and molybdenum and is the largest
producer of molybdenum-based chemicals and continuous-cast copper rod.  The
company employs 15,000 people worldwide.  Phelps Dodge has mining operations
in Chile, Peru, Colombia, Venezuela and Ecuador, among others.

                        *    *    *

In September 2006, Moody's Investors Service confirmed Phelps Dodge's
Preferred Stock 2 Shelf at (P)Ba1.


PHELPS DODGE: Moody's Reviews Ratings on Freeport Merger
--------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
Freeport-McMoRan Copper & Gold Inc.'s Ba3 corporate family rating and its B1
senior unsecured rating.  At the same time Moody's placed under review for
possible downgrade the Baa2 senior unsecured ratings of Phelps Dodge Corp.

The reviews were prompted by the joint announcement of Freeport and Phelps
Dodge that Freeport will acquire Phelps Dodge under a merger agreement for a
purchase price of approximately US$25.9 billion in cash and shares.
Freeport has arranged debt financing of approximately US$16 billion to fund
the cash portion of the deal, bringing the combined debt of both companies,
including Moody's adjustments for unfunded pensions and operating leases, to
approximately US$18.9 billion.

The review for upgrade of Freeport's ratings recognizes the improved
business profile Freeport will assume with the acquisition of Phelps Dodge.
Its rating has reflected both its single mine operation and the challenges
that may arise from doing business solely in Indonesia. The acquisition of
Phelps Dodge will significantly reduce Freeport's dependence on one mine,
although that mine will still comprise a significant component (35%) of the
production of Freeport post acquisition.  However, Freeport will remain
highly concentrated in a single commodity, copper, and its financial profile
will change significantly as its debt increases to US$18.9 billion.  It is
possible that the corporate family rating of Freeport will be upgraded by
one notch or affirmed, depending on the outcome of the review.  It is
unlikely that the rating will be downgraded, unless metals prices or the
outlook for metals prices retreat appreciably from current levels.

The review for downgrade of Phelps Dodge reflects the significant amount of
debt that it will be called upon to support at the Freeport level.  Phelps
Dodge will provide an upstream guarantee to the new and existing debt at
Freeport.  In all likelihood the existing rated debt of Phelps Dodge will be
assigned a non-investment grade rating upon conclusion of the review.

On Review for Possible Downgrade:

   Cyprus Amax Minerals Company

   -- senior unsecured regular bond/debenture, placed on review
      for possible downgrade, currently Baa2

   PD Capital Trust I

   -- preferred stock shelf, placed on review for possible
      downgrade, currently (P)Baa3

   PD Capital Trust II

   -- preferred stock shelf, placed on review for possible
      downgrade, currently (P)Baa3

   Phelps Dodge Corp.

   -- multiple seniority shelf, placed on review for possible
      downgrade, currently (P)Ba1

   -- senior unsecured regular bond/debenture, placed on review
      for possible downgrade, currently Baa2

On Review for Possible Upgrade:

   Freeport-McMoRan Copper & Gold Inc.

   -- corporate family rating, placed on review for possible
      upgrade, currently Ba3

Outlook Actions:

   Cyprus Amax Minerals Company

   -- outlook, changed to rating under review from positive

   Freeport-McMoRan Copper & Gold Inc.

   -- outlook, changed to rating under review from stable

   PD Capital Trust I

   -- outlook, changed to rating under review from positive

   PD Capital Trust II

   -- outlook, changed to rating under review from positive

   Phelps Dodge Corp.

   -- outlook, changed to rating under review from positive

The review will focus on:

   1) Freeport's plan to reduce debt from internally generated
      cash flow, the timeframe involved, and Moody's view of
      the ability of the company to do so under various metals
      price scenarios;

   2) the commitment of the company to reduce debt, particularly
      in view of its history of returning significant amounts of
      cash to shareholders, principally through special
      dividends;

   3) the likelihood of debt reduction from the issue of equity
      or equity-like securities; 4) the likelihood of asset
      sales being used to reduce debt; 5) the final legal and
      capital structure of the combined companies and whether
      any of the existing or new debt is structurally
      subordinated.

This analysis of the legal and capital structure will have an impact on
notching only, and not on the corporate family rating.  Moody's understands
that the majority of the permanent, i.e. non-bridge bank debt, at Freeport
will be secured and that the existing notes and bonds at Phelps Dodge may
rank pari passu with this debt.  Moody's also understands that the new notes
and bonds to be issued by Freeport in replacement of the bridge debt may be
unsecured, thus ranking junior to the aforementioned debt.  In considering
Freeport's ability to reduce debt from internally generated funds, Moody's
will consider, in addition to various metals price scenarios, various
scenarios for both operating and development costs, and expected and
required capital expenditure levels.

Moody's notes that there is no certainty that the proposed transaction will
be completed.  There could be other bids involving these and perhaps other
companies.  The final ratings applicable to the debt of Freeport and Phelps
Dodge will depend on the final terms and structure of any transaction
consummated.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based producer of copper
and gold through its Grasberg mine in Indonesia and revenue in 2005 of
US$5.9 billion.

Phelps Dodge -- http://www.phelpsdodge.com/-- is among the
world's largest producers of molybdenum, molybdenum-based
chemicals, and manufacturer of wire and cable products.

Phelps Dodge has mining operations in Chile, Peru, Colombia,
Venezuela and Ecuador, among others.




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


PAYLESS SHOESOURCE: Hires R. Mingione as VP of Product Design
-------------------------------------------------------------
Payless ShoeSource has hired Robert Mingione, who most recently served as
head of all footwear product design at Kenneth Cole Productions, as Vice
President of Product Design for Payless ShoeSource, a new position focused
on leading the Payless Product Design Team.

Mr. Mingione's first assignment will be to staff the Payless Design Team,
which will be dedicated to developing original product designs to help the
nation's largest specialty footwear retailer in its mission to democratize
fashion and design in the footwear and accessory category.

"We are thrilled to have someone of Robert's caliber and experience who
understands great brands, great style, and great design to join Payless in
our new mission," said Matt Rubel, CEO of Payless ShoeSource. "As head of
our design team, we look forward to Robert's leadership to help the company
deliver fresh, innovative seasonal collections of original footwear and
accessories inspired by the latest trends and featuring well-recognized
brand names such as American Eagle and Airwalk, among others."

Mr. Mingione joined Payless Nov. 15 and will report to Mike Jeppesen,
Divisional Senior Vice President of Product Design and Development for
Payless.  Payless is expected to open its new Design Center in Manhattan in
early 2007.  The new facility will include offices for the Payless Design
Team, as well as a dedicated space for a Product Showroom for media events,
investor meetings and general use.

Mr. Mingione was with Kenneth Cole Productions since 1995 serving in a range
of leadership and product design roles, as well as served in key roles for
Joan & David, Bally of Switzerland and Bloomindales.

Headquartered in Topeka, Kansas, Payless ShoeSource, Inc., --
http://www.payless.com/-- is a family footwear specialty retailer with
4,605 retail stores, as of fiscal yearend Jan. 28, 2006 (fiscal 2005),
including 22 stores not open for operations.  The Company's Payless
ShoeSource retail stores in the United States, Canada, the Caribbean,
Central America, South America and Japan sold 182 million pairs of footwear,
in fiscal 2005.  The Company operates its business in two segments --
Payless Domestic and Payless International.  The Payless Domestic segment
includes retail operations in the United States, Guam and Saipan.  The
Payless International segment includes retail operations in Canada; Puerto
Rico; the United States Virgin Islands; Japan; the South American Region,
which includes Ecuador, and the Central American Region, which includes
Costa Rica, Guatemala, El Salvador, the Dominican Republic, Honduras,
Nicaragua, Panama and Trinidad and Tobago.

                        *    *    *

In connection with Moody's Investors Service's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology for the US
and Canadian Retail sector, the rating agency confirmed its Ba3 Corporate
Family Rating for Payless ShoeSource, Inc., and upgraded its B2 rating on
the company's US$200 million 8.25% senior subordinated notes to B1.

Moody's also assigned an LGD4 rating to notes, suggesting noteholders will
experience a 64% loss in the event of a default.




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


GOODYEAR TIRE: S&P Rates US$1 Billion Debentures at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to Goodyear
Tire & Rubber Co.'s US$500 million floating rate senior notes due 2009 and
its US$500 million fixed rate senior notes due 2011, and placed the ratings
on CreditWatch with negative implications.

Goodyear's 'B+' corporate credit and other ratings remain on CreditWatch
with negative implications where they were placed
Oct. 16, 2006, because of the potential for business disruptions and
earnings pressures that could result from the ongoing labor dispute at most
of the company's North American tire plants.  Pro forma for the new debt
issues, Goodyear will have total debt of about US$14 billion.

Proceeds from the new debt issues will be used to refinance
US$515 million of debt coming due in the next six months, and for general
corporate purposes.  The new capital will raise Goodyear's already high debt
levels, but will improve liquidity by increasing the company's current
US$2.3 billion cash position, while its U.S. salaried workforce remains on
strike.  Goodyear is ramping up production at the striking plants using
salaried and replacement workers.  But the company's accounts receivable and
inventory balances may shrink in the coming months, which could force a
partial reduction in borrowings outstanding under its fully utilized US$1.5
billion asset-based revolving credit facility.  A portion of the debt
proceeds could also be used to partially fund a proposed US$660 million VEBA
trust to provide retiree health care benefits for its U.S. unionized
workforce.


GOODYEAR TIRE: Fitch Rates New Private Placement Notes at CCC+
--------------------------------------------------------------
Fitch Ratings has assigned debt and Recovery Ratings of 'CCC+/RR6' to US$1
billion of new private placement notes issued by The Goodyear Tire & Rubber
Company.

All ratings remain on rating watch negative.

The new debt includes US$500 million of three-year floating rate notes and
US$500 million of five-year 8.625% notes.  Proceeds will be used to
refinance US$515 million of debt scheduled to mature by March 2007 and for
general corporate purposes, including addressing the ongoing strike by the
United Steelworkers union.

These are the rating actions on Goodyear's existing debt and recovery:

      -- Issuer Default Rating 'B';

      -- US$1.5 billion first lien credit facility 'BB/RR1';

      -- US$1.2 billion second lien term loan 'BB/RR1';

      -- US$300 million third lien term loan 'B/RR4';

      -- US$650 million third lien senior secured notes 'B/RR4';
         and,

      -- Senior unsecured debt 'CCC+/RR6'.

   * Goodyear Dunlop Tires Europe B.V. (GDTE)

      -- EUR505 million European secured credit facilities
         'BB/RR1'.

Fitch placed Goodyear's ratings on Rating Watch Negative on
Oct. 18, 2006 following the company's US$975 million drawdown of its US$1.5
billion revolver, effectively using the remaining capacity under the
revolver.

The net addition of nearly US$500 million of debt, excluding debt to be
refinanced, further supports GT's liquidity during the strike which began
Oct. 5.  The Rating Watch Negative reflects business risks posed by the
strike as well as concerns about GT's evolving financial position and
liquidity as the strike continues.

Demands on GT's cash include pension contributions, debt service
requirements, potential cash requirements related to the resolution of the
strike, uncertain access to any additional financing, and continued
operating challenges with respect to the company's cost structure and raw
material costs.  The eventual outcome of the strike will be an important
factor in resolving the rating watch.




=========
H A I T I
=========


* HAITI: IMF Approves US$109.5MM Three-Year Economic Program
------------------------------------------------------------
The Executive Board of the International Monetary Fund approved a three-year
arrangement for Haiti under the Poverty Reduction and Growth Facility or
PRGF in a total amount equivalent to SDR73.7 million (about US$109.5
million) to support the government's economic program.  An initial
disbursement of SDR28.1 million (about US$41.7 million) will become
available immediately.

The Haitian authorities disclosed their intention to use SDR20.5 million
(about US$30.4 million) of the first disbursement to repay outstanding
credit drawn under the Fund's Emergency Post-Conflict Assistance.

Following the Executive Board discussion, Mr. Takatoshi Kato, Deputy
Managing Director and Acting Chair, said, "Haiti has made an important start
in its transition away from political and economic instability.  Under two
successive programs supported by the Fund's Emergency Post-Conflict
Assistance, the authorities were able to restore macroeconomic stability
through fiscal discipline and improved economic governance. As a result,
economic growth resumed, the currency stabilized, inflation was halved, and
international reserves were significantly increased.  Following successful
presidential and parliamentary elections in the first half of this year, the
new authorities have made concerted efforts to maintain macroeconomic
stability, improve security, and develop home-grown strategies to increase
growth and improve living conditions for the poor.

"The new PRGF-supported program will focus on consolidating these gains
through actions to increase fiscal revenues, improve public financial
management, make public enterprise operations more transparent, and reform
the financial sector.  An anchor of macroeconomic stability is the pledge to
continue zero central bank financing of the budget.  The FY2007 budget
allows for a significant reorientation of spending to social services and
domestically financed public investment.

"The program calls for a further reduction in inflation and continued steady
increase of international reserves. To achieve this, the authorities'
program targets growth in base money to a rate lower than that of nominal
GDP, and the central bank (BRH) will maintain its key policy interest rate
positive in real terms. The steps taken by the BRH to stabilize weak banks
should facilitate further efforts to strengthen the banking sector.

"The recently prepared Interim Poverty Reduction Strategy Paper (I-PRSP) is
comprehensive and ambitious, yet realistic.  Implementation of the I-PRSP
and the PRGF-supported macroeconomic program should provide Haiti a basis
for sustained investment-led growth, and increased poverty-related spending.
Especially important, however, will be the continued involvement of the
international community in providing predictable aid, which should be well
coordinated with national budget priorities, in support of Haiti's
development strategy.

"A final decision on Haiti's debt relief under the enhanced HIPC Initiative
is pending action this week by the World Bank's Executive Board.  A press
release will be issued jointly with the Bank following those deliberations,"
Mr. Kato said.

                        *    *    *

Haiti is currently seeking international help to spur economic
development in the country.  President Rene Preval submitted
that the country's poverty, widespread unemployment and the
dilapidated state of infrastructure will be alleviated with
increased international assistance.




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


LEAR CORP: Launches Private Offering of US$700MM Senior Notes
-------------------------------------------------------------
Lear Corp. is offering US$300 million aggregate principal amount of senior
unsecured notes due 2013 and US$400 million aggregate principal amount of
senior unsecured notes due 2016.  The notes will be guaranteed by certain
direct and indirect subsidiaries of Lear Corporation. Lear also intends to
commence a tender offer of up to US$700 million for its existing 2008 and
2009 senior notes.

The new notes will be privately placed to eligible purchasers and are
expected to be eligible for resale under Rule 144A of the Securities Act of
1933.  The private offering of the notes will be made within the United
States to qualified institutional buyers and outside of the United States to
non-U.S. investors.

The notes being offered have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and applicable
state securities laws.

Lear intends to use the net proceeds of the note offering to pre-fund the
repayment or repurchase of Lear's outstanding 8.125% senior notes due 2008
and a portion of outstanding 8.11% senior notes due 2009 through the
commencement of a cash tender offer for up to US$700 million (or its
equivalent) in face amount.  Pending such repayment or repurchase, the net
proceeds will be used for general corporate purposes.

The terms and conditions of the tender offer will be stated in Lear's Offer
to Purchase and will be conditioned upon, among other things, completion of
the US$700 million private offering referred to above and other customary
closing conditions.  Lear intends to offer to purchase the 2008 Notes for
cash at a purchase price of EUR1.045 per EUR1,000 principal amount at
maturity plus accrued interest and the 2009 Notes at a purchase price of
US$1,055 per US$1,000 principal amount at maturity plus accrued interest.

Headquartered in Southfield, Michigan , Lear Corp. (NYSE: LEA)
-- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.  The company's Latin American operations are
located in Argentina, Brazil, Honduras, Mexico and Venezuela.

                        *    *    *

Moody's Investors Service assigned on Nov. 20, 2006, a B3, LGD4, 61% rating
to Lear Corp.'s new offering of US$700 million of unsecured notes.  At the
same time, Moody's affirmed Lear's Corporate Family Rating of B2,
Speculative Grade Liquidity rating of SGL-2 and negative outlook.  All other
long-term ratings are unchanged.

Standard & Poor's Ratings Services also assigned on Nov. 20, 2006, its 'B-'
ratings to Lear Corp.'s US$300 million senior notes due 2013 and its US$400
million senior notes due 2016.  Lear's 'B+' corporate credit and other
ratings were affirmed.  S&P said the outlook is negative.


LEAR CORP: Moody's Rates US$700-Million Sr. Notes Offering at B3
----------------------------------------------------------------
Moody's Investors Service has assigned a B3, LGD4, 61% rating to Lear
Corp.'s new offering of US$700 million of unsecured notes.  At the same
time, Moody's affirmed Lear's Corporate Family Rating of B2, Speculative
Grade Liquidity rating of SGL-2 and negative outlook.  All other long-term
ratings are unchanged.

The new unsecured notes will consist of a US$300 million issue with a
seven-year maturity and a US$400 million issue with a ten-year maturity.
Both issues will benefit from upstreamed guarantees from the identical set
of subsidiaries that guarantee its secured bank debt and its other unsecured
notes. Lear will use the proceeds from the new notes to tender for all of
its outstanding EUR237 million (approximately US$304 million) notes due in
2008.  The remainder of the proceeds will be used to repurchase a portion of
its 2009 notes, of which US$593 million in aggregate principal were
outstanding in mid-November.  Both the 2008 and 2009 issues are unsecured
obligations. Should the tender and repurchase be successful, there would be
no material increase in the level of Lear's indebtedness.  Depending upon
the coupon established on the new notes, interest expense may change, but no
significant variance is anticipated. The financing will also extend the
company's debt maturity profile.

Lear's Corporate Family rating of B2 considers weak scores under the Auto
Supplier methodology for profitability, leverage and cash flow variability,
which have evolved over the last 18 months.  Lear's EBIT margins, currently
2.3% on an LTM basis, and its EBIT/interest coverage of 1.4 times are more
characteristic of single B credits.  Nonetheless, the methodology would
suggest a higher rating from strong scores for substantial scale, leading
global market share, operating efficiencies, improved liquidity, and
increasing customer and geographic diversification.  The methodology also
recognizes healthier scores for Lear's reinvestment rate in support of new
business awards.  Those awards are expected to grow revenues and enhance
customer diversification over time.  However, the B2 rating emphasizes
current pressures within the cyclical automotive supplier industry, the
company's elevated leverage, and, importantly, Lear's ongoing dependence
upon revenues with General Motors (with 28% of global revenues in 2005) and
Ford Motor Company (with 25%).  In part, this pressure arises from lower
volumes in Ford and GM's truck and SUV models on which Lear historically has
had significantly higher content per vehicle.

The negative outlook considers the challenging environment for profitability
in North America as build-rates at Lear's major customers have declined and
commodity costs have not been fully recovered or offset through other
efficiencies.  The outlook also incorporates the downside risks from North
American consumer interest in light trucks, exposure to developments in
General Motors' and Ford's North American market shares, as well as industry
uncertainty arising the expiration of labor agreements between the Big 3
North American OEMs and the UAW in the fourth quarter of 2007.  Should
satisfactory accords not be reached prior to the end of the contracts, any
prolonged disruption to production could adversely affect Lear's volumes and
potentially stress other suppliers with whom it may have some dependency.
Lear has recently received US$200 million in a new equity investment from
funds managed by Mr. Carl Icahn which has enhanced its capital structure and
liquidity profile.  Similarly, it is evaluating contributing substantially
all of its North American Interior business into venture being structured
with an entity controlled by Mr. Wilbur Ross.  Should an agreement be
concluded, and depending upon its final structure and timing, Lear's credit
metrics may improve, as its North American Interior segment has generated
negative EBITDA over the last twelve months.

Moody's assigned these ratings:

   -- Senior unsecured notes maturing in 2013, B3 LGD4, 61%;
      and
   -- Senior unsecured notes maturing in 2016, B3 LGD4, 61%.

Moody's affirmed these ratings:

   -- Corporate Family, B2;

   -- Probability of Default, B2;

   -- Outlook, negative;

   -- First Lien Term Loan, B2 LGD4, 50%;

   -- US$400 million 5.75% Senior Unsecured notes,
      B3 LGD4, 61%;

   -- EUR250 million 8.125% notes, B3 LGD 4, 61%;

   -- US$800 million 8.11% notes, B3 LGD4, 61%;

   -- US$515 million zero-coupon convertible notes,
      B3 LGD4, 61%;

   -- Senior unsecured shelf, (P)B3 LGD4, 61%;

   -- Subordinated shelf, (P)Caa1 LGD6, 97%;

   -- Preferred shelf, (P)Caa1 LGD6, 97%; and

   -- Speculative Grade Liquidity rating, SGL2.

The last rating action was on Nov. 7, 2006, when Lear's liquidity rating was
renewed at SGL-2.  Should the entire amount of Lear's 2008 notes be
redeemed, ratings on those notes will be withdrawn.

The B3 LGD4, 61% rating assigned to the new notes recognizes their junior
position relative to the company's senior secured bank debt, which consists
of a US$1.7 billion revolving credit, which is not rated, and a US$1.0
billion term loan.  Collateral supporting the bank debt consists of
shareholdings in certain material domestic and international subsidiaries
and certain other assets.  However, negative pledge clauses under Lear's
indentures limit the extent of assets which can pledge to lenders without
equally and ratably securing the notes. Currently, the more restrictive of
those clauses are in the indentures covering the 2008 and 2009 notes.  They
specify a basket of 5% of defined consolidated assets (as well as certain
other carve-outs).  The recovery rates on both secured and unsecured
obligations reflect the benefits and limitations of those restrictions.

Indentures for the new notes are proposed to have a different lien basket
than those in Lear's earlier notes.  Lear's notes due in 2014 (principal
amount of US$400 million) have a general lien basket of 10% of defined
consolidated assets.  The new 2013 and 2016 notes will also have a 10%
basket but will exclude liens securing the company's senior bank credit
facilities up to US$3 billion less amounts of the 2014 notes which might be
given equal and ratable treatment.  However, while amounts remain
outstanding under the indenture covering the 2008 and 2009 notes, those note
holders continue to benefit from their more restrictive provisions.  This
could permit a future situation in which the bank credit facilities could
expand their collateral (potentially with equal and ratable treatment to the
2014 note holders) without providing equal and ratable treatment to the 2013
and 2016 note holders.  The indentures for the 2013 and 2016 notes will have
a more specific change in control provision than earlier issues.  However,
should control be deemed to have passed to funds managed by or affiliated
with Mr. Icahn, no defined change in control event will have occurred.

Lear Corporation, headquartered in Southfield, MI, is focused on providing
complete seat systems, electrical distribution systems and various
electronic products to major automotive manufacturers across the world.  The
company had revenue of US$17 billion in 2005 and has more than 110,000
employees in 34 countries including Argentina, Brazil, Honduras, Mexico and
Venezuela.


LEAR CORP: S&P Assigns B- Rating on US$700 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to Lear Corp.'s
US$300 million senior notes due 2013 and its US$400 million senior notes due
2016.

Lear's 'B+' corporate credit and other ratings were affirmed.  The outlook
is negative.  The Southfield, Mich.-based global automotive supplier has
total debt of about US$3.7 billion, including the present value of operating
leases and underfunded employee benefit liabilities.

Proceeds from the new debt issues will be used to refinance US$300 million
of debt coming due in 2008, and a portion of Lear's US$600 million of debt
due in 2009.

"We consider the debt refinancing to be a credit-neutral event. Lear's
financing costs will likely increase, as interest rates on the new debt
issues are expected to exceed those of the debt being refinanced.  But Lear
will improve its financial flexibility by extending debt maturities amid
continuing uncertainty in the cyclical automotive industry," said Standard &
Poor's credit analyst Martin King.

Pro forma for the transactions, Lear will have virtually no debt maturities
for 2007 and 2008.

The ratings reflect Lear's depressed operating performance caused by severe
industry pressures, which have caused credit protection measures to weaken
dramatically in the past two years.  In addition, the company has a weak
business profile because of its heavy exposure to automotive customers and
product segments that are losing market share.  More favorably, Lear has
strong market positions, good growth prospects outside of North America, and
fair financial flexibility.

Lear has reported improved results during the first nine months of 2006,
following a very poor performance during 2005 when full-year EBITDA fell by
35%.  Core operating earnings, as defined by Lear to exclude restructuring
costs and special charges, have increased by 40%, but still remain at
relatively low levels.  EBIT and margins in Lear's seating unit have
improved, but are down in its electronic and electrical unit because of high
commodity costs and price reductions. The company's interiors unit continues
to generate large losses because of high commodity costs and low volumes.

Headquartered in Southfield, Michigan, Lear Corp. (NYSE: LEA)
-- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.  The company's Latin American operations are
located in Argentina, Brazil, Honduras, Mexico and Venezuela.


PETROLEO BRASILEIRO: Joins Honduras' Fuel Supply Tender
-------------------------------------------------------
Petroleo Brasileiro has presented an offer in Honduras' international fuel
supply tender, Business News Americas reports.

Honduras' oil administrative commission told BNamericas that the 13
companies, which prequalified for the international fuel tender, presented
offers to supply the country's fuel needs.

The bidders include:

          -- Westport Petroleum,
          -- Louis Dreyfus Energy Services,
          -- Geogas Trading,
          -- Gas del Caribe,
          -- Petroleos de Venezuela,
          -- Trafigura Beheer,
          -- Petroleo Brasileiro,
          -- BP Products North America,
          -- ConocoPhillips,
          -- Clark Oil Trading,
          -- Carib LPG Trading,
          -- Lukoil Pan Americas, and
          -- Petroperu.

BNamericas relates that the process aims to guarantee the long-term supply
of low-priced fuels.

The contracts will run for 12 months.  The government will have 60 days
before the contracts expire to decide if they are to be extended or a new
bidding process launched.

According to BNamericas, the country's forecasts of import requirements for
the middle of 2006 through the middle of 2007 include:

          -- 6.39 million barrels of fuel oil,
          -- 4.95 million barrels of diesel,
          -- 2.25 million barrels of premium unleaded gasoline,
          -- 992,749 barrels of liquefied petroleum gas, and
          -- 561,132 barrels of regular unleaded gasoline.

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.


WARNACO GROUP: Names David Cunningham Chaps Division President
--------------------------------------------------------------
The Warnaco Group, Inc., appointed David Cunningham as President of its
Chaps division.  Cunningham will oversee all aspects of design, development,
merchandising, marketing and sales for the Chaps brand in the United States,
Canada and Mexico and will report directly to Frank Tworecke, President of
the Sportswear Group.

Cunningham joins Warnaco from Paul Davril, Inc. where he served as Group
President for the Kenneth Cole Men's and Women's brands, as well as for Ecko
Red.  Previously, he worked for Timberland, as Senior Vice President of
their Apparel division, and for Tommy Hilfiger USA, where he was Senior Vice
President of Tommy Hilfiger Jeans.

"We are delighted to welcome David to the Warnaco team," commented Frank
Tworecke, President of the Sportswear Group.  "His strong background in the
apparel industry, along with his proven track record running lifestyle
brands will both be great assets to us as we continue to develop our Chaps
business."

Headquartered in New York, The Warnaco Group, Inc., is an apparel company
engaged in designing, marketing and selling intimate apparel, men's wear,
jeans wear, swimwear, men's and women's sportswear and accessories under
such owned and licensed brands as Warner's(R), Olga(R), Lejaby(R), Body
Nancy Ganz(tm), Speedo(R), Anne Cole(R), Op(R), Ocean Pacific(R), Cole of
California(R) and Catalina(R) as well as Chaps(R) sportswear and denim, J.
Lo by Jennifer Lopez(R) lingerie, Nautica(R) swimwear, Michael Kors(R)
swimwear and Calvin Klein(R) men's and women's underwear and sportswear,
men's, women's, junior women's and children's jeans and accessories and
women's and juniors' swimwear.  The company emerged from bankruptcy
protection in 2003.  Its Authentic Fitness unit is the North American
distributor of Speedo swimwear.  In 2003 the last two US-based manufacturing
facilities were closed and production shifted to
Honduras, Mexico, and Asia.  In 2006 it acquired the license,
wholesale, and retail units for Calvin Klein jeans and
accessories in Europe and Asia.

                        *    *    *

Standard & Poor's Ratings Services revised on Aug. 11, 2006, its
outlook on The Warnaco Group, Inc.'s ratings to stable from
positive.  At the same time, the ratings on Warnaco were
affirmed, including its 'BB-' corporate credit rating.  Total
debt outstanding at April 1, 2006, was about US$431 million.

"The outlook revision follows the company's announcement that it
will restate its financial statements for the fiscal year ended
December 2005 and the first quarter of 2006 ended April 1, 2006,
as a result of certain irregularities and errors related to its
accounting for returns and vendor allowances at its Chaps men's
wear division," said Standard & Poor's credit analyst Susan H.
Ding.


* HONDURAS: 13 Bidders Submit Offers for Fuel Supply Tender
----------------------------------------------------------
Honduras' oil administrative commission told Business News Americas that the
13 companies, which prequalified for the international fuel tender,
presented offers to supply the country's fuel needs.

BNamericas relates that the process aims to guarantee the long-term supply
of low-priced fuels.

The bidders include:

          -- Westport Petroleum,
          -- Louis Dreyfus Energy Services,
          -- Geogas Trading,
          -- Gas del Caribe,
          -- Petroleos de Venezuela,
          -- Trafigura Beheer,
          -- Petroleo Brasileiro,
          -- BP Products North America,
          -- ConocoPhillips,
          -- Clark Oil Trading,
          -- Carib LPG Trading,
          -- Lukoil Pan Americas, and
          -- Petroperu.

The contracts will run for 12 months.  The government will have 60 days
before the contracts expire to decide if they are to be extended or a new
bidding process launched.

According to BNamericas, the country's forecasts of import requirements for
the middle of 2006 through the middle of 2007 include:

          -- 6.39 million barrels of fuel oil,
          -- 4.95 million barrels of diesel,
          -- 2.25 million barrels of premium unleaded gasoline,
          -- 992,749 barrels of liquefied petroleum gas, and
          -- 561,132 barrels of regular unleaded gasoline.

                        *    *    *

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
=============


AIR JAMAICA: Jamaican Government Reiterates Support to Airline
--------------------------------------------------------------
Dr. Omar Davies, the Jamaican Finance and Planning Minister, has said that
the government of Jamaica remained committed to the national airline, Air
Jamaica, despite the challenges.

Dr. Davies commented, "I don't think any government of Jamaica will step
away from Air Jamaica completely.  We need to straighten out the financials,
we need to do re-fleeting and restructuring.  But as soon as we have sorted
this out, we may look at offering shares.  The government is committed to
Air Jamaica, but we have to trim the losses and bring it to something that
we can justify, given the competing needs."

Dr. Davies, who was speaking at a recent community meeting in London, was
responding to a suggestion that the government should offer shares in the
national airline to Jamaicans living in the Diaspora, to ensure that the
airline keeps flying.

Dr. Davis said in a presentation that included an overview of the island's
economic progress that in spite of some challenges, the economy was on
track, stability had been maintained and the country was on track to meet
its fiscal targets.  He said the country would end the year with inflation
of about 7%.

Dr. Davies stated, "If you ask me what I am proudest about during my tenure,
the first is the focus on reducing inflation.  It's been a good year for a
host of reasons; the weather has been good, agriculture has recovered and
there has not been any major rise in prices, although oil prices remain
high."

The government projected to increase tax revenue by 20% during this fiscal
year, without any tax increase, as the program to bring about greater equity
to ensure that those who have not been paying their fair share are brought
into the tax net, was showing signs of success, Dr. Davies noted.

Dr. Davies said that tourism has seen sustained record growth over the last
three years.

"Every year, for the last three years, has been a record year but this year
has been amazing.  The increase has been over 16%.  In fact, we are running
out of facilities in terms of cruise ships.  The Port Authority is seeking
to acquire additional property in Ocho Rios to expand the cruise ship
facilities," Dr. Davies commented.

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

                        *    *    *

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


CALDON FINANCE: Main Unit Manager Awaits Fraud Case Verdict
-----------------------------------------------------------
Jamaica's Senior Resident Magistrate Judith Pusey will disclose a ruling on
a fraud case against Nicole Fullerton -- former acting operations manager of
Caldon Merchant, Caldon Finance's main unit, Radio Jamaica reports.

As reported in the Troubled Company Reporter-Latin America on Oct. 5, 2006,
Ms. Fullerton allegedly defrauded Colin Karjohn -- a St. Catherine
businessman -- of US$15 million in 1998, investing it on Caldon Finance.
Mr. Karjohn had given Ms. Fullerton and her father, former Caldon Finance
chief Henry Fullerton, the amount to invest in government treasury bills.
Ms. Pusey was set to disclose a ruling on the fraud case on
Oct. 19.

Ms. Pusey postponed the release of a ruling last week, saying that she was
not quite ready with her judgment, Radio Jamaica relates.

Radio Jamaica underscores that Mr. Fullerton, who is charged with breaches
of the Financial Institutions Act, will appear before the court on Dec. 7.

The Director of Public Prosecutions will decide if Mr. Fullerton should be
tried in the Resident Magistrate's Court or in the Home Circuit Court, Radio
Jamaica states.

Caldon Finance collapsed after Dr. Omar Davies, Jamaica's
Minister of Finance and Planning, suspended the operations of
its main unit -- Caldon Finance Merchant Bank -- and installed a
temporary manager.  Efforts to liquidate Caldon Finance are
still being made.  Reports say that the completion of the
process could take a while due to a number of outstanding court
cases involving the firm's assets.  Raphael Gordon, the
company's liquidator, said that until the issues are dealt with,
the liquidation would remain a work in progress especially as it
relates to secured creditors.


COURTS (JAMAICA): Company in Latin America Buys Firm
----------------------------------------------------
Courts (Jamaica), a furniture retailer, was sold to a firm in Latin America,
the Jamaica Observer reports.

The Observer underscores that the Latin American entity was said to be in a
similar type of business as Courts (Jamaica).

Courts (Jamaica) had signed a memorandum of understanding or MOU with a
preferred bidder in August, The Observer says, citing Hayden Singh, the
firm's managing director.

The Observer notes that Mr. Singh said in a September meeting, "We entered
into an MOU with a preferred bidder about three weeks ago.  That bidder has
to reach milestones at certain times and I understand that these milestones
are being met in a timely fashion.  I am hoping that a deal will be
finalized sooner or later.

Sources told The Observer that the sale of Courts (Jamaica) to a Latin
American entity is a done deal.

The Observer relates that the offer price will be around J$4.00 per share.
The cash offer can be taken up in Jamaican or United States currency.

According to The Observer, the sale of Courts (Jamaica) is part of a
Caribbean package deal where the Latin American company will purchase the
furniture stores in the 11 Caribbean jurisdictions, including:

          -- Guyana,
          -- Trinidad and Tobago,
          -- Barbados, and
          -- Belize.

Each Courts Caribbean location will receive a separate offer price, sources
told The Observer.

Courts (Jamaica) is Courts UK's flagship operation in the Caribbean.  The
parent company, Courts UK, collapsed under the weight of a GBP280-million
debt burden in 2004.  The Courts UK board said in 2004 that it had been
informed that the principal lenders refused to grant waivers for the
covenant breaches likely to occur.  The lenders also decided not to provide
immediate additional funding required.

The losses did not carry over into is operations in 20 nations outside of
the United Kingdom.  The Cohen family -- the principal owners of the Courts
brand -- was removed from the board.   KPMG, the lead administrator, put up
Courts' overseas assets on sale.


DYOLL GROUP: Posts US$19 Million First Nine-Month 2006 Loss
-----------------------------------------------------------
Dyoll Group Ltd. incurred a US$19-million loss in the first nine months of
2006, Radio Jamaica reports.

Radio Jamaica relates that Dyoll reduced its financial losses in the first
nine-month period this year.

Dyoll reported in 2005 a US$24-million first nine-month loss, Radio Jamaica
states.

Dyoll Group Ltd. is a Jamaica-based company that is principally
engaged in the insurance business.  Jamaica's Financial Services
Commission has assumed temporary management of Dyoll Insurance Co. Ltd. in
Mar. 7, 2005, in order to establish the true position of the Company,
address the matter of settlement to its claimants and ensure that its
policies will remain in force after a high level of insurance claims were
levelled on the company as a result of the hurricane Ivan.  Kenneth Tomlison
was appointed temporary manager.  Jamaica's Supreme Court ordered for the
distribution of a US$653 million fund held by the FSC in accordance with the
Insurance Act 2001, section 59, which says that the prescribed deposit, on
the winding up of an insurance company, should be applied first to settle
the claims of local policyholders.




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


BALLY TOTAL: John W. Rogers Resigns from Board of Directors
-----------------------------------------------------------
John W. Rogers, Jr., notified Bally Total Fitness Holding Corp. on Nov. 16,
2006, of his resignation from the Board of Directors, effective immediately.
Mr. Rogers' resignation was not due to any disagreement with the company.

On Nov. 18, 2006, the Board of Directors voted to reduce the size of the
board to five effective immediately prior to the company's annual meeting of
stockholders scheduled for
Dec. 19, 2006, by eliminating the vacancy in Class II created by Mr. John
Rogers' resignation.

The board voted on Oct. 22, 2006, to eliminate the Class I directorship
currently held by Mr. Steven S. Rogers effective upon the annual meeting of
stockholders, which will further reduce the size of the Board to four at
that time.

The Board of Directors appointed Don R. Kornstein as Chairman of the
Compensation Committee.

Chicago, Ill.-based Bally Total Fitness Holding Corp. (NYSE: BFT) --
http://www.Ballyfitness.com/-- is a commercial operator of fitness centers,
with over 400 facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports Clubs, and
Sports Clubs of Canada brands.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed its junk credit ratings for Bally Total
Fitness Holding Corp., including the company's US$235 million 10.5% senior
unsecured notes (guaranteed) due 2011 and US$300 million 9.875% senior
subordinated notes due 2007.  Moody's said the rating outlook remains
negative.


GRUPO MEXICO: Criticizes Anti-Trust's Reasons for Denying Merger
----------------------------------------------------------------
Executives of Grupo Mexico told Business News Americas that the reasons
presented by Federal Competition Commission, the antitrust commission in
Mexico, for the rejection of a proposed merger between the firm's Ferromex
railway and Ferrosur, which is controlled by Carlos Slim, were inconsistent
and contained economic errors.

As reported in the Troubled Company Reporter-Latin America on Nov. 17, 2006,
the Federal Competition said that merger between Ferromex and Ferrosur would
have led to excessive concentration in the railroad sector to the detriment
of consumers and competing shippers.

Grupo Mexico told BNamericas that among economic errors of the Federal
Commission is the former's arbitrary definition of the domestic market
bearing in mind the particularities of the rail sector, where competition is
between routes.

Grupo Mexico will make an appeal if the legal process it plans to file
against the Federal Commission would fail.  This is likely to take up to
eight years to resolve, BNamericas says, citing Grupo Mexico.

Octavio Ornelas, Ferrosur director general, told El Universal, "If the CFC
(Federal Commission) criteria prevail, [we would decide] to sell the rail
companies and this strategic sector could fall into the hands of the US."

This was what had happened with TFM, which was sold to the US company KCS
and is now called Kansas City Southern-Mexico, BNamericas relates, citing
Mr. Ornelas.

Alfredo Casar, director general of Grupo Mexico, told BNamericas, "There are
big US companies [that could be interested], such as CSX, Burlington, Union
Pacific, Canadian."

Mr. Casar said that the assets would be attractive to US firms due to the
connections that run across the border, BNamericas notes.

According to BNamericas, Messers. Casar and Ornelas claimed that the Federal
Commission's decision could stop investments by Ferromex and Ferrosur.

BNamericas emphasizes that Ferromex and Ferrosur have long-term plans to
invest US$485 million to purchase 2,500 wagons and 125 locomotives, as well
as making infrastructure improvements.

Mr. Ornelas said that the wagons will cost the two rail firms US$125
million.  The purchase of locomotives in 2006 and 2007 will need US$310
million.  Ferrosur will invest up to US$60 million on Veracruz state,
BNamericas 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.


INTERTAPE POLYMER: S&P Lowers Corporate Credit Rating to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and senior s
ecured ratings on Intertape Polymer Group Inc. to 'B-' from 'B+'.  In
addition, the rating agency lowered its senior subordinated rating on
Intertape to 'CCC' from 'B-'.

At the same time, Standard & Poor's said that its ratings on Intertape
Polymer remain on CreditWatch with negative implications.  The Oct. 4, 2006,
CreditWatch placement followed Intertape's announcement that it would
initiate a process to explore various strategic and financial alternatives.
The placement also anticipated a weakening in the company's third-quarter
operations.

"The CreditWatch continues to reflect uncertainty in the outcome of the
strategic review process, but is also focused on Intertape's weak operating
performance and a risk of deterioration in liquidity," said Standard &
Poor's credit analyst Paul Kurias.

At Sept. 30, 2006, total debt (including present value of operating leases
and tax-adjusted postretirement employee benefit liabilities) was US$370
million.

The downgrade reflects a meaningful decline in earnings, an expectation of
continuing difficult market conditions, and an increase in leverage, which
could contribute to a weakening of liquidity.  Intertape's third-quarter
EBITDA declined approximately 40% on a sequential basis.  The decline in
earnings reflected weaker demand, increased competitive pressures, and
volatile input prices.  Demand weakened for reasons including softness in
some end-markets such as housing.  Leverage has increased as a result of the
earnings decline.  Total debt to EBITDA at Sept. 30, 2006, was at 5.2x, an
increase from the 4.6x level of the previous quarter. We expect weak
fourth-quarter earnings to result in a further increase in leverage from
Sept. 30 levels.

Standard & Poor's is particularly concerned that the increase in leverage is
likely to result in very little flexibility under covenants related to the
US$75 million revolving credit facility, despite a recent amendment that
loosened covenants.  Though Intertape has generated positive free cash flow
in recent quarters, driven by lower working capital, operating profits are
weak and the revolving credit facility is a key source of liquidity.  At
Sept. 30, availability under the facility constituted about US$25 million of
Intertape's US$40 million liquidity, with cash balances accounting for the
remaining US$15 million.  Any near-term constraints in access to the credit
facility, caused by potential covenant breaches, would weaken liquidity
considerably and diminish Intertape's ability to meet a relatively large
interest payment of approximately US$5.5 million due on Feb. 1, 2007.  The
risk of a covenant violation will heighten if earnings do not improve from
existing levels through the benefits of Intertape's cost reduction program.

Ratings could be lowered in the near-term if earnings decline unexpectedly,
liquidity weakens, or leverage increases, or if the review process results
in outcomes that could lead to higher debt levels, such as the sale of the
company to another highly leveraged company.  However, if the strategic
review results in actions that improve liquidity and reduce leverage, such
as the sale of assets, ratings could be affirmed or raised.

Standard & Por's will continue to monitor the company's strategic and
financial review process, and efforts to improve operating performance and
free cash flow through cost and working capital reduction measures. The
CreditWatch will be resolved after evaluating additional information related
to the company's financial performance and ongoing strategic review.

Intertape Polymer Group -- http://www.intertapepolymer.com/--  
develops and manufactures specialized polyolefin plastic and
paper based packaging products and complementary packaging
systems for industrial and retail use.  Headquartered in
Montreal, Quebec and Sarasota/Bradenton, Florida, the Company
employs approximately 2450 employees with operations in 18
locations, including 13 manufacturing facilities in North
America, one in Europe and in Mexico.


KANSAS CITY SOUTHERN: Fitch Rates US$175 Mil. Senior Notes at B+
----------------------------------------------------------------
Fitch Ratings assigned a 'B+' foreign currency rating and an 'RR4' recovery
rating to the US$175 million 7.625% senior notes due 2013 to be issued by
Kansas City Southern de Mexico, S.A. de C.V.

Fitch also maintains 'B+' foreign currency ratings and 'RR4' recovery
ratings on KCSM's US$178 million 12.50% senior notes due 2012 and the US$460
million 9.375% senior notes due 2012.
The proceeds of the proposed new issuance will be used to pay off the
company's outstanding US$150 million 10.25% notes due 2007 and other
existing debt.  As a result, Fitch simultaneously affirms and withdraws its
'B+' foreign currency rating of the notes due in 2007.

Fitch also maintains a 'B+' foreign and local currency Issuer Default Rating
for KCSM.

The rating outlook for these ratings is stable.

The ratings for KCSM are supported by the company's solid business position
as a leading provider of railway transportation services in Mexico with a
diversified revenue base consisting of five main industrial sectors.
Although operating earnings have improved in 2006, the ratings continue to
reflect KCSM's weak financial profile due to its high leverage and tight
liquidity.  Over the past several years, KCSM has operated in a challenging
environment characterized by fierce competition, higher fuel costs, a
depreciating Mexican peso versus the U.S. dollar, and a general shift in
manufacturing to China from several countries, including Mexico.

KCSM's capital structure remains highly levered.  As of
Sept. 30, 2006, KSCM had approximately US$1.4 billion in total debt
consisting primarily of US$788 million in unsecured notes due in 2007 and
2012 and an estimated US$494 million of off-balance debt associated with
lease obligations.

KCSM's EBITDAR, defined as operating EBITDA plus the company's locomotive
and railcar lease payments, was US$236 million in the first nine months of
2006 and the ratio of total debt-to-EBITDAR was 4.4x, an improvement
compared with 6.1x in 2005 and 5.3x in 2004.  EBITDAR covered fixed
expenses, defined as interest expense plus lease payments, by about 2x in
the first nine months of 2006 compared with 1.4x in 2005 and 1.5x in 2004.
KCSM's liquidity has improved throughout 2006 with US$41.6 million of cash
as of Sept. 30, 2006, compared with US$7.1 million at Dec. 31, 2005.

Fitch views the transaction completed on April 1, 2005, in which Grupo TMM
sold its 51% voting interest in Grupo KCSM to Kansas City Southern as being
mildly positive for KCSM.  The transaction replaced KCSM's financially
distressed controlling shareholder, Grupo TMM, with KCS, a U.S. entity that
has a stronger financial profile but one that is also highly leveraged.

On Sept. 12, 2005, KCS and other parties entered into an agreement to
resolve a dispute with the Mexican government concerning the refund of value
added taxes.  The result of the settlement involved the cashless exchange of
the government's 20% stake in KCSM for the VAT refund such that KCS now owns
100% of the common stock of KCSM via Grupo KCSM, the holding company for
KCSM.  Despite the acquisition, the KCS railway group continues to be a
small operation with about 60% of consolidated earnings generated by the
Mexican railroad, KCSM.

KCSM is well positioned to continue to benefit from the growth in the
Mexican economy and cross-border trade as a result of the North American
Free Trade Agreement.  The company's revenues are derived predominantly from
cross-border freight transportation with the U.S. KCS is now focusing on
integrating KCSM into its U.S. rail network, increasing the company's
traffic volumes via truck-to-rail conversion efforts, improving
efficiencies, adding infrastructure, and developing an international
inter-modal corridor to link the port of Lazaro Cardenas on Mexico's south
Pacific coast and important commercial cities such as San Luis Potosi and
Monterrey with the southeastern U.S. via Jackson, Miss.  The route covers
major distribution markets such as Mexico City and Laredo, Texas.

KCSM is one of three main railroad networks in Mexico,  transporting
approximately 40% of the country's railway freight volumes.  The company's
main tracks cover 2,600 miles throughout commercial and industrial areas in
the northeastern and central region of the country and serve three of
Mexico's main seaports. KSCM operates a strategically significant route
connecting Mexico City with Nuevo Laredo-Laredo, Texas, the largest freight
exchange point between the U.S. and Mexico.  In 2005, revenues were
generated from diverse sectors such as agro-industrial (23%), cement, metals
and minerals (20%), chemical and petrochemical (18%), automotive (16%),
manufacturing and industrial (14%), and intermodal (8%). Kansas City
Southern of the U.S. owns 100% of KSCM via its wholly owned subsidiary,
Grupo KCSM.


KANSAS CITY SOUTHERN: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of its
Probability-of-Default and Loss-Given-Default rating methodology for the
Transportation sector, the rating agency confirmed its B2 Corporate Family
Rating for Kansas City Southern, and its subsidiary, The Kansas City
Southern Railway Company.

Additionally, Moody's revised or held its probability-of-default ratings and
assigned loss-given-default ratings on these debentures:

Issuer: Kansas City Southern

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Preferred Stk.        Caa2     Caa1     LGD6       100%

   Guaranteed Senior
   Unsecured Shelf        B3       B3      LGD4        69%

   Guaranteed
   Subordinated Shelf    Caa1     Caa1     LGD6        97%

Issuer: The Kansas City Southern Railway Company

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Guaranteed
   Revolving Credit
   Facility, Due 2011     B1       Ba2     LGD2       21%

   Senior Secured
   Guaranteed Term
   Loan Facility
   Due 2011               B1       Ba2     LGD2       21%

   7-1/2% Guaranteed
   Senior Notes
   Due 2009               B3       B3      LGD4       69%

   9-1/2% Guaranteed
   Senior Notes
   Due 2008               B3       B3      LGD4       69%

   Senior Unsecured
   Shelf                  B3       B3      LGD4       69%

   Subordinated Shelf    Caa1     Caa1     LGD6       97%

Moody's explains that current long-term credit ratings are opinions about
expected credit loss, which incorporate both the likelihood of default and
the expected loss in the event of default.  The LGD rating methodology will
disaggregate these two key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy of Moody's
ratings as Moody's research has shown that credit losses on bank loans have
tended to be lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not specific
debt instruments, and use the standard Moody's alpha-numeric scale.  They
express Moody's opinion of the likelihood that any entity within a corporate
family will default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated debt
issues -- loans, bonds, and preferred stock.  Moody's opinion of expected
loss are expressed as a percent of principal and accrued interest at the
resolution of the default, with assessments ranging from LGD1 (loss
anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE: KSU) - http://www.kcsi.com/-- is a transportation holding company
that has railroad investments in the U.S., Mexico and Panama.  Its primary
U.S. holding is The Kansas City Southern Railway Company, serving the
central and south central U.S.  Its international holdings include KCSM,
serving northeastern and central Mexico and the port cities of L zaro
Cardenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal
Railway Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal.  KCS' North American rail holdings and strategic
alliances are primary components of a NAFTA Railway system, linking the
commercial and industrial centers of the U.S., Canada and Mexico.


ODYSSEY RE: Fitch Affirms Ratings on Fairfax's Share Reduction
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Fairfax Financial Holdings
Limited, Odyssey Re Holdings Corp. and its insurance subsidiaries, and TIG
Holdings Inc.  All ratings are removed from Rating Watch Negative.  The
Rating Outlook is Stable.  The holding company ratings of Crum & Forster
Holdings Corp. and the insurance company ratings of Crum & Forster Insurance
Group, Northbridge Financial Insurance Group and TIG Insurance Group are not
affected by this action.

The rating action reflects a reduced level of uncertainty following a series
of restatements over the past nine months related to the company's finite
reinsurance contracts and for numerous other accounting errors.  While Fitch
is concerned about the internal control weaknesses demonstrated by the
erroneous accounting, the restatements in total were not significant
relative to the company's capitalization.

The rating action also reflects Fitch's favorable view of Fairfax's recent
decision to reduce its ownership interest in Odyssey Re from 78.5% to
approximately 60%.  Although this partial sale reduces Fairfax's future
consolidated earnings and upstream dividend capacity, it demonstrates the
company's favorable financial flexibility in generating sources of cash.
Furthermore, the reduced Fairfax ownership improves Odyssey Re's financial
profile by lessening the ability of Fairfax to upstream dividends out of its
strongest insurance subsidiary.

The Stable Rating Outlook reflects that Fitch's ratings of Fairfax and its
subsidiaries incorporate a certain amount of risk related to the ultimate
potential negative effect of issues surrounding the company's use of finite
reinsurance and transactions in Fairfax securities.  These issues have led
to various subpoenas received by Fairfax, its CEO Prem Watsa, its
subsidiaries, its independent auditors and a shareholder, in addition to a
class action lawsuit filed by the company's debt holders.  However, to the
extent that the ongoing investigations by the U.S. Securities and Exchange
Commission and the U.S. Attorney's office for the Southern District of New
York bring about a civil action against the company that considerably
weakens the companies' franchise, reputation, and competitive position,
particularly for Odyssey Re as a reinsurer, or results in significant fines
and/or penalties levied, the ratings could be negatively impacted.

Fairfax reported solid underlying underwriting results through the first
nine months of 2006, with all ongoing insurers reporting combined ratios
under 100%.  Fairfax also commuted a US$1 billion corporate insurance cover
with a Swiss Re subsidiary in early August 2006, which resulted in a pre-tax
and after-tax loss of US$412.6 million in the third quarter 2006.  While
Fitch has always adjusted the reported results of Fairfax to exclude the
finite benefit from the Swiss Re Cover and other similar contracts, the
commutation is still viewed favorably as it reduces reinsurance credit risk,
lowers interest expense on funds withheld, improves liquidity and provides
for greater transparency of results.

These ratings have been affirmed with a Stable Rating Outlook and removed
from Rating Watch Negative by Fitch:

   Fairfax Financial Holdings Limited

   -- Issuer Default Rating 'BB-';
   -- US$62 million unsecured notes due April 15, 2008 'B+';
   -- US$464 million unsecured notes due April 15, 2012 'B+';
   -- US$100 million unsecured notes due Oct. 1, 2015 'B+';
   -- US$184 million unsecured notes due April 15, 2018 'B+';
   -- US$98 million unsecured notes due April 15, 2026 'B+';
   -- US$91 million unsecured notes due July 15, 2037 'B+'; and
   -- US$134 million convertible notes due July 15, 2023 'B+'.

   Fairfax, Inc.

   -- Issuer Default Rating 'BB-'; and
   -- US$68 million exchangeable notes due Nov. 19, 2009 'B+'.

   Odyssey Re Holdings Corp.

   -- Issuer Default Rating 'BBB-';

   -- US$50 million series A unsecured notes March 15, 2021
      'BB+';

   -- US$50 million series B unsecured notes due March 15, 2016
      'BB+';

   -- US$40 million unsecured notes due Nov. 30, 2006 'BB+';

   -- US$35 million convertible notes due June 15, 2022 'BB+';

   -- US$225 million unsecured notes due Nov. 1, 2013 'BB+';

   -- US$125 million unsecured notes due May 1, 2015 'BB+';

   -- US$50 million series A preferred shares 'BB'; and

   -- US$50 million series B preferred shares 'BB'.

   Odyssey America Reinsurance Corp.
   Clearwater Insurance Company

   -- Insurer financial strength 'BBB+'.

   TIG Holdings, Inc.

   -- Issuer Default Rating (IDR) 'BB-'.

   TIG Capital Trust I

   -- US$37 million trust preferred stock due 2027 'B'.

These ratings remain unchanged by Fitch:

   Crum & Forster Holdings Corp.

   -- Issuer Default Rating 'BB-';
   -- US$300 million unsecured notes due June 15, 2013 'B+'.

   Crum & Forster Insurance Company
   Crum & Forster Indemnity Company
   The North River Insurance Company
   United States Fire Insurance Company

   -- Insurer financial strength 'BBB-'.

   Commonwealth Insurance Company
   Commonwealth Insurance Company of America
   Federated Insurance Company of Canada
   Lombard General Insurance Company of Canada
   Lombard Insurance Company
   Markel Insurance Company of Canada
   Zenith Insurance Co. (Canada)

   -- Insurer financial strength 'BBB'.

   TIG Indemnity Company
   TIG Insurance Company
   TIG Specialty Insurance Company

   -- Insurer financial strength 'BB+'.

Odyssey Re Holdings Corp. is an underwriter of property and casualty treaty
and facultative reinsurance, as well as specialty insurance.  Odyssey Re
operates through its subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co., Clearwater Insurance Co.,
Newline Underwriting Management
Limited and Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto and Mexico
City.  Odyssey Re Holdings Corp. is listed on the New York Stock Exchange
under the symbol ORH.


ONEIDA LTD: Challenges Termination Fees Sought by PBGC
------------------------------------------------------
Oneida Ltd. has challenged a new federal law that requires it to pay
millions of dollars in termination fees to the Pension Benefit Guaranty
Corp.

The Company argues that the agency's fees were part of PBGC's pre-bankruptcy
claims and were, therefore, dismissed under its approved reorganization
plan, Patrick Fitzgerald of Dow Jones Newswire reports.

As reported in the Troubled Company Reporter on May 15, 2006,
Onedia Ltd. and its debtor-affiliates entered into a settlement agreement
with the Official Committee of Unsecured Creditors and the Pension Benefit
Guaranty Corporation.

The Debtors said that although all of the legal and factual requirements for
termination of the Pension Plans are satisfied, litigation involving the
Pension Termination Motion is potentially costly and time consuming; and its
outcome uncertain.

The Debtors believed that by entering into the Settlement Agreement, they
would be able to eliminate the possibility of a protracted litigation with
the Committee or the PBGC that could delay, or ultimately even prevent, the
confirmation of their Plan of Reorganization.

                 The Oneida Retirement Plan

The PBGC said that it has assumed responsibility in September 2006 for the
pensions of nearly 1,900 workers and retirees of Oneida Ltd. and that the
court has ruled that Oneida and each of its eight bankrupt affiliates
satisfy the legal test for terminating the plan.  The PBGC has also
determined that the company met all criteria under federal law to transfer
the plan's liabilities to the pension insurance program.

The Retirement Plan for Employees of Oneida Ltd. ended on
May 31, 2006, the PBGC said.  The plan is 31% funded, with
US$21.6 million in assets to cover US$72 million in promised benefits.  The
PBGC estimated that it would be responsible for US$48.3 million of the
US$50.4 million shortfall.  Oneida's two other pension plans, the Buffalo
China Salaried Plan and the Buffalo China Union Plan, will remain ongoing
under the company's sponsorship.

Workers covered by the Retirement Plan for employees of Oneida Ltd. will
receive their pension benefits from the PBGC, up to the limits set by law.
Retirees will continue to receive monthly benefit checks and other workers
will receive their pensions when eligible to retire.

                         About PBGC

The Pension Benefit Guaranty Corp. -- http://www.pbgc.gov/
-- is a federal corporation created under the Employee Retirement Income
Security Act of 1974.  It currently guarantees payment of basic pension
benefits earned by 44 million American workers and retirees participating in
over 30,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are financed
largely by insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                      About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI)
-- http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has operations in the
United States, Canada, Mexico, the United Kingdom, and Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No. 06-10489).  On May
12, 2006, Judge Gropper approved the Debtors' disclosure statement.  Their
pre-negotiated plan of reorganization was confirmed on Aug. 31, 2006.  The
Company emerged from Chapter 11 on Sept. 15, 2006, as a privately held
company.

                        *    *    *

At July 29, 2006, the Company's balance sheet showed
US$296.5 million in total assets and US$355 million in total debts resulting
in a US$58.5 million stockholders' deficit.


PORTRAIT CORP: Court Gives Final Okay to Berenson's Employment
--------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York has issued a final order allowing Portrait
Corp. of America, Inc., and its debtor-affiliates to employ Berenson &
Company, LLC, as their financial advisor and investment banker.

Judge Hardin ruled, among other things, that the Debtors' employment of
Berenson under the terms of their Amended Engagement Letter and the
Indemnification Agreement is necessary and in the best interests of the
Debtors' estates.

As reported in the Troubled Company Reporter on Sept. 20, 2006, Berenson &
Co will:

    a) review and analyze the Debtors' business operations and
       financial projections;

    b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    c) assist in the determination of an appropriate capital
       structure for the Debtors;

    d) provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization;

    e) advise the Debtors on tactics and strategies for
       negotiating with various groups of the holders of the
       Debtors' bank debt or debt securities or other claims
       against the Debtors;

    f) advise the Debtors on the timing, nature and terms of any
       new securities, other consideration or other inducements
       to be offered to their Creditors in connection with any
       Restructuring Transaction;

    g) assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    h) provide expert testimony and related litigation support
       services customarily provided by financial advisors with
       respect to any litigation that may arise in connection
       with any Restructuring Transaction;

    i) assist in arranging debtor-in-possession financing or a
       Financing Transaction for the Debtors;

    j) advise the Debtors with respect to the structure of any
       "Transaction", participate in any meetings or
       negotiations relating to a Transaction and advise and
       attend meetings of the Debtors' Board of Directors and
       its committees with respect thereto;

    k) assist the Debtors in preparing any documentation
       required in connection with the implementation of any
       Transaction;

    l) provide testimony in any proceeding before the Bankruptcy
       Court, as necessary, with respect to matters which
       Berenson has been engaged to advise the Debtors; and

    m) provide all other advisory services as customarily in
       connection with the analysis, negotiation and
       implementation of a restructuring transaction similar to
       the Restructuring Transaction and as reasonably requested
       by the Debtors.

The Debtors propose to pay Berenson & Co. a fee of US$125,000 per month plus
applicable Sale Transaction, Restructuring Transaction and Financing
Transaction fees, if there are any.

A copy of the engagement agreement outlining the payment terms for the
firm's services is available for free at:

             http://researcharchives.com/t/s?11e6

As part of the overall compensation payable to Berenson under the terms of
the Engagement Letter, the Debtors have agreed to certain indemnification
and contribution obligations as described in an Indemnification Agreement.
A copy of the Indemnification Agreement is available for free at:

             http://researcharchives.com/t/s?11e7

The Indemnification Agreement provides that the Debtors will
indemnify and hold harmless Berenson and its affiliates from any
losses, claims, demands, other than for willful misconduct and
gross negligence, which arise out of:

      * actions taken or omitted to be taken by the Debtors or
        actions taken or omitted to be taken by an the firm with
        the Debtors' consent or in conformity with the Debtors'
        actions or omissions; or

      * Berenson's activities on the Debtors' behalf under the
        Engagement Letter.

                    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: Panel Taps Halperin Battaglia as Conflicts Atty.
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Portrait Corp. of America,
Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Halperin Battaglia
Raicht, LLP, as its conflicts counsel under a general retainer, nunc pro
tunc, to Oct. 16, 2006.

Halperin Battaglia will represent the Committee in the event that its
primary counsel, Stroock & Stroock & Lavan LLP, will have potential or
actual conflicts of interest on matters arising in the Debtors' bankruptcy
cases.

The regular hourly rates for Halperin Battaglia's professionals ranged from
US$395 to US$175 per hour for attorneys, US$125 per hour for law clerks, and
US$100 to US$75 per hour for paraprofessionals.

Alan D. Halperin, Esq., a member at Halperin Battaglia, assures the Court
that his firm does not hold nor represent any interest adverse to the
Debtors' estate and is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code.

Halperin Battaglia can be reached at:

       Halperin Battaglia Raicht, LLP
       Attn: Alan D. Halperin, Esq.
       555 Madison Avenue, 9th Floor
       New York, NY 10022
       Phone: (212) 765-9100

                     About Portrait Corp

Portrait Corporation 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.


WENDY'S INT'L: Gets Tenders for 27,887,000 Common Shares
--------------------------------------------------------
Wendy's International Inc. announced that based on a preliminary count by
American Stock Transfer & Trust Company, the depositary for tender offer, a
total of approximately 27,887,000 common shares were properly tendered and
not withdrawn in the "Dutch Auction" tender offer.

The Company disclosed that 22,418,000 common shares were properly tendered
and not withdrawn at prices at or below the purchase price.  The tender
offer expired at 5:00 p.m., Eastern Time, on Nov. 16, 2006.

The Company also disclosed that it expects to accept for purchase
approximately 22,418,000 of its common shares, including approximately
4,644,000 shares tendered through guaranteed delivery procedures and 90,000
shares tendered subject to conditions, at a purchase price of US$35.75 per
share, for a total cost of approximately US$800 million.

Shareholders who deposited common shares in the tender offer at or below the
purchase price will have all of their tendered common shares purchased,
subject to certain limited exceptions.

The number of shares to be purchased and the purchase price per share are
preliminary, the Company disclosed.  Final results for the tender offer will
be determined subject to confirmation by the depositary of the proper
delivery of the shares validly tendered and not withdrawn.  Payment for the
shares accepted for purchase will occur after the completion of the
confirmation process.

The number of shares the Company expects to purchase in the tender offer
represents approximately 19% of its currently outstanding common shares.  In
the tender offer, the Company offered to purchase up to approximately 22.2
million of its common shares at a price between US$33 and US$36 per share,
for a maximum aggregate repurchase price of up to US$800 million.  The
Company also had the right to purchase up to an additional 2% of its shares
outstanding in the event more than 22.2 million shares were tendered without
extending the offer.

All inquiries about the tender offer are to be directed to the information
agent, Georgeson Inc., at 1-866-277-0928.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate, develop, and
franchise 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.


* MUNICIPALITY OF AHOME: 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 Municipality of Ahome's issuer ratings at Ba3 and Baa1.mx.

The rating is based on:

   -- a BCA of 13,
   -- Ba2 rating on the State of Sinaloa,
   -- 20% probability of support and
   -- 90% 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.


* ZAPOTLAN: 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 Municipality of Zapotlan's issuer ratings to B1 from B2 and to
Baa1.mx from Baa3.mx, with a stable outlook.

The rating is based on:

   -- a BCA of 14,
   -- the credit risk profile of the State of Jalisco,
   -- 20% probability of support and
   -- 70% default dependence.

Moody's also affirmed senior secured debt ratings at (P)Ba2/A2.mx.

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.


* ZITACUARO: 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 Municipality of Zitacuaro's issuer ratings to Ba3 from B1 and
to A3.mx from Baa1.mx, with a stable outlook.

The rating is based on:

   -- a BCA of 13,
   -- Ba1 rating on the State of Michaocan,
   -- 20% probability of support and
   -- 90% 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.




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


BANCO DE CREDITO: S&P Upgrades Counterparty Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit rating on
Banco de Credito del Peru to 'BB+' from 'BB' in tandem with the sovereign
upgrade of Peru.  The outlook on Banco de Credito was changed to stable from
positive to follow the outlook on the Peruvian sovereign. The short-term
rating was affirmed at 'B'.

"The upgrade reflects the opinion that, given the improvement in Peru's
operating environment and the bank's solid financial profile and foremost
position in the country's financial system, the ratings on Banco de Credito
should be equalized with those on the Republic of Peru," said Standard &
Poor's credit analyst Federico Rey-Marino.

The upgrade on Peru is based on comprehensive improvement in the country's
economic indicators and favorable medium-term prospects in the context of a
more stabilized political and social situation. By the end of 2006, Peru
will have accumulated five years of economic growth averaging 5.5%.  More
important, these growth rates were achieved within a strengthening
macroeconomic framework characterized by low inflation and improved monetary
institutions, current account surpluses, and a fiscal consolidation strategy
resulting in declining debt levels.

The ratings on Banco de Credito reflect the bank's leading position within
the Peruvian financial system, a sound management team, and its increasing
business diversification.  The ratings also reflect Banco de Credito's solid
financial profile, evidenced by adequate profitability, high liquidity
indicators, and ample capitalization.  These strengths are counterbalanced
by the bank's challenge to take advantage of its superior operating scale
and increasing operating efficiencies.  Given the bank's size and financial
profile, the ratings are limited by the ratings on the Peruvian sovereign.

The stable outlook follows the outlook on the Peruvian sovereign ratings.
It also reflects Standard & Poor's belief that Banco de Credito's strong
business and financial profile will allow it to remain the leading bank in
Peru.  Nevertheless, Banco de Credito's most significant challenge is posed
by controlling costs and gaining operating efficiencies, in accordance with
international standards.


* PERU: S&P Raises Foreign Curr. Sovereign Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term foreign currency
sovereign credit rating on the Republic of Peru to 'BB+' from 'BB' and its
long-term local currency sovereign credit rating to 'BBB-' from 'BB+'.
Standard & Poor's also raised its short-term local currency sovereign credit
rating to 'A-3' from 'B', and affirmed its 'B' short-term foreign currency
sovereign credit rating on the republic.  The outlook on the ratings was
revised to stable from positive.  Standard & Poor's also raised its
assessment of the risk of transfer and convertibility to 'BBB' from 'BBB-'.

According to Standard & Poor's credit analyst Sebastian Briozzo, the upgrade
was based upon the continuing strengthening of Peru's economic fundamentals
and the expectation that these economic policies will be sustained in the
future, supported by a strong commitment to a sound macroeconomic
environment.

"This rating action brings Peru's long-term local currency rating into
investment grade," said Mr. Briozzo.  "Peru is only the fifth government
rated by Standard & Poor's whose local currency rating has transitioned into
investment from speculative grade," he added.

Mr. Briozzo explained that the recently elected Administration of President
Alan Garcia has been partially successful thus far in regaining political
momentum and stabilizing the social situation, strengthening governability.

"Greater signs of political stability, combined with a strong economic
performance, led to the recent upgrade," Mr. Briozzo said.  "Nonetheless,
the fundamental factors that created social instability still remain in
Peru, as demonstrated by the result of the regional elections of Nov. 19,
2006, and will continue to constrain the government's creditworthiness," he
added.

Mr. Briozzo said that the new government has an opportunity to strengthen
Peru's still-weak political institutions as a way to provide a more socially
sustainable economic path.  Strong growth prospects over the medium term
will continue to provide the opportunity to deal with some of the country's
more urgent social problems.

"The combination of a favorable international environment and sound
implementation of economic policies has led to a substantial reduction in
the government's main historic credit risk, in particular its fiscal and
external vulnerabilities," said Mr. Briozzo.  "The successful development of
Peru's local capital market was fundamental in reducing Peru's exposure to
external debt (denominated in foreign currency) and incorporating new
sources of financing," he added.

Peru's government currently issues 20-year bonds denominated in Peruvian
soles at fixed rates.

Despite these recent improvements, Peru's fiscal and external sectors
continue to be constrained by a low level of tax revenue to GDP and a high,
albeit declining, level of financial dollarization, respectively. Greater
fiscal and monetary flexibility are still needed if Peru is to continue to
move up the rating scale, in particular since its economy is still highly
dependent upon the commodity cycle.

"The stable outlook on Peru's ratings is based upon the balance provided by
strengthening economic, fiscal, monetary and external conditions that are
gradually converging at the investment-grade level, and on the still-high
political and social vulnerabilities that are well in line with
speculative-grade ratings," Mr. Briozzo noted.  "Over the medium term,
Peru's credit story could continue its upward trend if social stability
deepens, but it could suffer if social conditions deteriorate and affect
governability and economic policy implementation," he concluded.




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


H-LINES FINANCE: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of its
Probability-of-Default and Loss-Given-Default rating methodology for the
Transportation sector, the rating agency confirmed its B2 Corporate Family
Rating for H-Lines Finance Holdings Corp. and Horizon Lines LLC.

In addition, Moody's revised or held its probability-of-default ratings and
assigned loss-given-default ratings on the companies' loans and bond debt
obligations:

Issuer: H-Lines Finance Holdings Corp.

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Discount
   Notes Due 2013        Caa2     Caa1     LGD6       94%

Issuer: Horizon Lines LLC

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior Secured
   Revolver Due 2009      B2       Ba2     LGD2       20%

   Senior Secured
   Term Loan Due 2011     B2       Ba2     LGD2       20%

   9% Guaranteed Senior
   Unsecured Notes
   Due 2012               B3       B3      LGD4       69%

Moody's explains that current long-term credit ratings are opinions about
expected credit loss, which incorporate both the likelihood of default and
the expected loss in the event of default.  The LGD rating methodology will
disaggregate these two key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy of Moody's
ratings as Moody's research has shown that credit losses on bank loans have
tended to be lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not specific
debt instruments, and use the standard Moody's alpha-numeric scale.  They
express Moody's opinion of the likelihood that any entity within a corporate
family will default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated debt
issues -- loans, bonds, and preferred stock.  Moody's opinion of expected
loss are expressed as a percent of principal and accrued interest at the
resolution of the default, with assessments ranging from LGD1 (loss
anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%).

H-Lines Finance Holding Corp is based in Charlotte, North
Carolina.  Through its wholly-owned operating subsidiary, Horizon Lines,
LLC, the company employs a fleet of 16 U.S.-flag container ships providing
liner service between the continental U.S. and Alaska, Hawaii, Guam, and
Puerto Rico.




==================================================
S T.  V I N C E N T  &  T H E  G R E N A D I N E S
==================================================


PETROLEOS DE VENEZUELA: Supplies Diesel & Gas to St. Vincent
------------------------------------------------------------
Alejandro Granado, PDV Caribe President and Petroleos de Venezuela Refining
Vice President disclosed that the first shipment of liquid fuel supplied by
the Petrocaribe Energy Cooperation Agreement to Saint Vincent and the
Grenadines arrived on Nov. 15, 2006, to the Caribbean country.  The shipment
included 12,000 diesel barrels intended to activate the new electric power
generation plant of the state-owned company Saint Vincent Electricity
Services Limited aka Vinlec, located in Lowmans Bay.

On his part, Thornley Myers, Vinlec's General Manager, indicated that the
thermoelectric station will become the most important one in the country by
supplying 40% of the domestic demand, and will operate completely with
Venezuelan diesel.  It will also allow reducing billing costs of the
electric power service, which have gone up 40% in the past years, affecting
all areas of the economy.

Simultaneously, by means of solitary trade exchanges between the two
nations, 4,000 gas bottles of 10 kilograms of Liquefied Petroleum Gas (LPG)
each were delivered, in addition to the 47,000 units already in the island.
This represents a saving mechanism for the population with regards to
domestic gas consumption.

An LPG Filling Plant, with capacity to supply 80% of the consumption of over
110 thousand people residing in the country, will be finished before the end
of the current year.  By that time gas bottles will be filled up again in
the island, instead of having to return to Venezuela.  This plant, which
construction has been advanced 65%, is the first stage of the Saint Vincent
and the Grenadines Fuel Distribution Plant.

                         New agreements

In the same fashion, the Bolivarian Republic of Venezuela and Saint Vincent
and the Grenadines strengthened their brotherhood bonds with the execution
of a Supply Agreement for monthly delivery of 30,000 barrels of diesel,
gasoline, jet A1 and LPG, as well as the consolidation of the Mixed Company
PDV Caribe San Vicente y Las Granadinas Limited.

PDV Caribe, Petroleos de Venezuela's subsidiary, owns 55% of the interest of
the Mixed Company, which is created to make the Petrocaribe initiative
operational, and the remaining 45% interest belongs to the state-owned
company Petrocaribe Saint Vincent and The Grenadines Limited.

Mr. Granado said that "the Mixed Company PDV Caribe San Vicente y Las
Granadinas Limited will have among its goals the development of
infrastructure projects to handle and store hydrocarbons in the island, a
country that, similarly to most countries in the region, requires proper
facilities and to break apart from the monopoly of energy multinational
corporations who add costs for their intermediary services."

On his part, Prime Minister of Saint Vincent and the Grenadines, Ralph
Goncalves, referred to the agreements as an example of the result of two
nations coming together and working as brothers for the benefit of their
peoples.  "Petrocaribe is not only an energy agreement, it is also an
initiative with financial advantages intended to eradicate poverty in the
area.  With that, President Hugo Chavez extends the principles of solidarity
of the Bolivarian Revolution to the region."

The Petrocaribe Energy Cooperation Agreement promoted by Venezuela was
executed by 14 Caribbean nations on June 29, 2005, in the city of Puerto La
Cruz.  The agreement establishes the financing of 40% of oil billing up to
23 years, at 1% interest and with two years of grace.

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.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Nov. 3, 2006, Standard & Poor's Ratings Services revised the
CreditWatch implications on its 'B+' long-term foreign currency
corporate credit rating on Petroleos de Venezuela SA to positive
from developing.

The revision of the CreditWatch status on Petroleos de Venezuela
reflects S&P's expectations that downgrade risk has receded, and
the issuer credit rating will either be raised and equalized
with the rating on Petroleos de Venezuela's owner, the
Bolivarian Republic of Venezuela (BB-/Positive/B), or affirmed
at 'B+'.




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


BRITISH WEST: Court Declines Registration of Supplemental Pacts
---------------------------------------------------------------
The Trinidad & Tobago Express reports that supplemental agreements between
British West Indies Airlines and its four workers' union have been declined
registration by the Court under the Industrial Relations Act of the Laws of
Trinidad.

The Court declined to register the agreements over concerns regarding some
of the provisions stated in the agreements, the Express says.

"The lawyers and representatives of the trade unions and the company have
decided to wait on the written judgment, which was promised for Monday
before considering what steps to take," the company said in a statement.

According to the Express, the unions and BWIA management agreed to hold
meetings to discuss the implications of the Court's decision.

BWIA underscores that it intends to honor its offer of Voluntary Separation
to the employees of the respective recognized unions.

British West Indies aka BWIA was founded in 1940, and for more than 60 years
has been serving the Caribbean islands from Trinidad and Tobago, the hub of
the Americas, linking the twin island republic and many other Caribbean
islands with North America, South America, the United Kingdom and Europe.

The airline was losing US$1 million a week due to poor operational
management.

The Trinidad & Tobago government, which owns 97.188% of BWIA, decided to
shut down the airline on Dec. 31, 2006, and reopen a new airline that will
be called Caribbean Airlines.  The government approved a substantial capital
injection for the creation of Caribbean Airlines.




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


PETROLEOS DE VENEZUELA: Bids in Honduras' Fuel Supply Tender
------------------------------------------------------------
Petroleos de Venezuela, the state-owned oil firm of Venezuela, has presented
an offer in Honduras' international fuel supply tender, Business News
Americas reports.

Honduras' oil administrative commission told BNamericas that the 13
companies, which prequalified for the international fuel tender, presented
offers to supply the country's fuel needs.

The bidders include:

          -- Westport Petroleum,
          -- Louis Dreyfus Energy Services,
          -- Geogas Trading,
          -- Gas del Caribe,
          -- Petroleos de Venezuela,
          -- Trafigura Beheer,
          -- Petroleo Brasileiro,
          -- BP Products North America,
          -- ConocoPhillips,
          -- Clark Oil Trading,
          -- Carib LPG Trading,
          -- Lukoil Pan Americas, and
          -- Petroperu.

BNamericas relates that the process aims to guarantee the long-term supply
of low-priced fuels.

The contracts will run for 12 months.  The government will have 60 days
before the contracts expire to decide if they are to be extended or a new
bidding process launched.

According to BNamericas, the country's forecasts of import requirements for
the middle of 2006 through the middle of 2007 include:

          -- 6.39 million barrels of fuel oil,
          -- 4.95 million barrels of diesel,
          -- 2.25 million barrels of premium unleaded gasoline,
          -- 992,749 barrels of liquefied petroleum gas, and
          -- 561,132 barrels of regular unleaded gasoline.

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.


PETROLEOS DE VENEZUELA: Fitch Affirms BB- Issuer Default Ratings
----------------------------------------------------------------
Fitch has affirmed the local and foreign currency Issuer Default Ratings of
Petroleos de Venezuela S.A. at 'BB-'.  Fitch has also affirmed the
'AAA(ven)' national scale rating of the company.  The Rating Outlook is
Stable.

Petroleos de Venezuela's foreign and local currency IDRs are constrained by
Fitch's 'BB-' foreign currency rating of the Bolivarian Republic of
Venezuela and are strongly linked with the sovereign's credit profile.  The
linkage is based on the company's nature as a state-owned entity, the
shareholder's ultimate ability to restrict Petroleos de Venezuela's
financial flexibility, and utilization of Petroleos de Venezuela's financial
resources for quasi-sovereign and fiscal, rather than productive capacity,
uses. Currently, the oil minister and the Petroleos de Venezuela president
are one and the same further demonstrating the government's tight control
over the strategy and resources of Petroleos de Venezuela.  Petroleos de
Venezuela's Rating Outlook is influenced by three fundamental factors:

   -- the pressing political interference risk;
   -- vulnerability to cash flow redirection to the sovereign;
      and
   -- the company's ability to attract private investment,

all of which also support the linking of Petroleos de Venezuela's rating to
that of the sovereign.

The company's credit metrics are strong for the rating category,
characterized by low leverage and high interest expense coverage; however,
they are tempered by substantial redirection of financial resources to
government spending.  As of year end 2005, Petroleos de Venezuela reported
interest coverage, as measured by EBITDA to interest expense, of over 100x
and a financial leverage, as measured by total debt-to-EBITDA, of 0.2x.  It
is estimated that the company transferred approximately US$27.4 billion to
the Venezuelan government in form of income tax payments, royalties,
dividends, and other contributions to social spending.  Transfers from
Petroleos de Venezuela to the government, excluding social spending,
accounted for approximately 51% and 59% of the government revenue during
2005 and 2004, respectively.

According to Petroleos de Venezuela's 2005 audited financial statements,
national hydrocarbon production appears to have reached levels somewhat
similar to those reported prior to the 2002-2003 strike.  In 2005, Petroleos
de Venezuela reported crude production of 2.9 MMbpd, slightly higher than
the 2.8 MMbpd reported in 2004, yet, still down from 3.1 MMbpd in 2001,
demonstrating the impact of the Petroleos de Venezuela strike in 2002-2003.
National production increased to 3.3MMbpd in 2005 from 3.1MMbpd in 2004.
The Venezuelan Heavy Oil Strategic Associations, in which Petroleos de
Venezuela subsidiaries hold interests ranging between 30% and 49.9%,
contribute with about 0.5 MMbpd to the national oil production. The national
production mix has been changing over the past 10 years and now Petroleos de
Venezuela's own production represents a smaller portion, but still
significant component of total output than it did a decade ago.

Petroleos de Venezuela's capital investment program calls for significant
third party investment over the ensuing seven years.  The near-term appetite
from potential sponsors and/or investors for Venezuelan risk is uncertain in
the current policy environment.  The Venezuelan government modified in 2004
the royalty rate and in 2005 the income tax rate applicable to the
Venezuelan Heavy Oil Strategic Associations. In addition, the operating
agreements have been converted to joint ventures as of Jan. 1, 2006, with
Petroleos de Venezuela assuming control.  In August 2005, Petroleos de
Venezuela announced that it would increase national oil production to 5.84
MMbpd and refining capacity to about 4.1 MMbpd by 2012 as part of its
US$77.3 billion investment program, of which US$20 billion is expected to be
invested by third parties.  It is worth mentioning that Venezuela is in the
process of certifying oil reserves located in the Orinoco Belt amounting to
approximately 236 billion barrels. Should these reserves be certified,
Venezuela may well become the nation with the world's largest liquid
hydrocarbon reserves.  Given the many claims on Petroleos de Venezuela cash
and the company's modest use of leverage, it is possible that Petroleos de
Venezuela may seek to raise additional debt to finance its expenditures.

Petroleos de Venezuela, Venezuela's national oil company, is engaged in the
exploration and production of crude oil and natural gas; the refining,
marketing and transportation of crude and refined products; and the
production of petrochemicals, as well as various other hydrocarbon-related
activities in Venezuela and abroad.  The Venezuelan government is the
company's sole shareholder.


* VENEZUELA: Pres. Chavez Transfering US$7B from Int'l Reserves
---------------------------------------------------------------
Bloomberg News reports that Venezuelan President Hugo Chavez, once
re-elected in Dec. 3, plans to move about US$7 billion in international
reserves from the central bank at the start of next year to fund his social
spending plans.

"Starting the year of 2007, the Central Bank of Venezuela must transfer to
the government coffers the excess over the US$29 billion in optimum
reserves, to fund our plans of development, for trains, hospitals, for
schools," the current president was quoted by Bloomberg as saying.

The central bank transferred last year US$6 billion to Fonden
-- a special spending and investment fund controlled by Pres. Chavez.  The
transaction is made possible by a law passed in 2005 requiring excess
reserves to be transferred to Fonden.  The central bank determines the
adequate level of reserves, Bloomberg says.

According to Bloomberg, international reserves rose to US$35.2 billion last
week from about US$11 billion in January 2003, as a direct result of saoring
oil prices.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 by Moody's, B+ by
Standard & Poor's, and BB- by Fitch.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total
                                Equity        Assets
Company                 Ticker  (US$MM)       (US$MM)
-------                 ------  ------------  -------
Kuala                    ARTE3     (33.57)      11.86
Kuala-Pref               ARTE4     (33.57)      11.86
Bombril                  BOBR3    (750.52)     417.06
Bombril-Pref             BOBR4    (750.52)     417.06
CIC                      CIC    (1,883.69)  22,312.12
Telefonica Holding       CITI   (1,010.00)     861.00
Telefonica Holding       CITI5  (1,010.00)     861.00
SOC Comercial PL         COME     (732,78)     461.86
CIMOB Partic SA          GAFP3     (42.44)     123.54
CIMOB Part-Pref          GAFP4     (42.44)     123.54
DOC Imbituba             IMBI3     (19.61)     187.45
DOC Imbitub-Pref         IMBI4     (19.61)     187.45
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Kepler Weber             KEPL3     (22.20)     478.81
Paranapanema SA          PMAM3     (53.36)   3,268.96
Paranapanema-PREF        PMAM4     (53.36)   3,268.96
Telebras-CM RCPT         RCTB30    (64.58)     225.19
Telebras-PF RCPT         RCTB40    (64.58)     225.19


* NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid
----------------------------------------------------------------
Nightingale Acquisition Limited, a wholly owned subsidiary of The Nasdaq
Stock Market Inc., offered a EUR2.7 billion (US$5.12 billion) bid to acquire
the entire issued and to be issued ordinary and B shares of London Stock
Exchange Group plc.

LSE rejected Monday Nasdaq's offer.

Cheyne Capital Management, a hedge fund company, told Nasdaq that it owns
over 2 million shares it had bought for 1,274.5 pence per share; higher than
Nasdaq's GBP12.43 per share bid, James Moore of The Independent reports.

Mr. Moore further reports that hedge funds are believed to hold
approximately 30% of LSE's shares.

Nasdaq reported third quarter 2006 net income of US$30.2 million, an
increase of 69.7% from US$17.8 million in the third quarter of 2005, and
81.9% from US$16.6 million in the second quarter of 2006.

Nasdaq is represented by:

        Alan Paul, Esq.
        Ian Lopez, Esq.
        Allen & Overy
        One New Change
        London EC4M 9QQ, England
        Tel: +44 20 7330 3000
        Fax: +44 20 7330 9999

             -- and --

        Michael Hatchard, Esq.
        Eric Friedman, Esq.
        Skadden, Arps, Slate, Meagher & Flom (UK) LLP
        40 Bank Street, Canary Wharf
        London E14 5DS, England
        Tel: +011-44-20-7519-7000
        Fax: +011-44-20-7519-7070

London Stock Exchange Group is represented by:

        Freshfields Bruckhaus Deringer
        65 Fleet Street
        London EC4Y 1HS
        Tel: +44 20 7936 4000
        Fax: +44 20 7832 7001

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the largest
electronic equity securities market in the United States with approximately
3,200 companies.

                           *     *     *

Standard & Poor's Ratings Services lowered in May 2006 its
long-term counterparty credit rating and bank loan rating on
The Nasdaq Stock Market Inc. to 'BB+' from 'BBB-'.  The company was removed
from CreditWatch Negative, where it was placed on April 11, 2006.  S&P said
the outlook is developing.

Moody's Investors Service assigned in April 2006 ratings to three new bank
facilities of The Nasdaq Stock Market Inc.: a US$750 million Senior Secured
Term Loan B, a US$1,100 million Secured Term Loan C, and a US$75 million
Senior Secured Revolving Credit Facility.  Moody's said each facility is
rated Ba3 with a negative outlook.


                        ***********


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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