TCRLA_Public/070319.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

          Monday, March 19, 2007, Vol. 8, Issue 55

                          Headlines

A R G E N T I N A

ARGEN TAXI: Trustee Verifies Proofs of Claim Until April 3
BALLY TECHNOLOGIES: Posts US$46.1MM Net Loss in 2006 Fiscal Year
BANCO DE LA NACION: Moody's Withdraws Ratings on Bank
BIODET SA: Trustee Verifies Proofs of Claim Until April 27
GMAC LLC: S&P Affirms BB+/B-1 Ratings on Weak 4th Qtr. Earnings

IRON MOUNTAIN: Moody's Puts Ba2 Rating on Proposed Credit
OEM TELEFONIA: Trustee Verifies Proofs of Claim Until April 9

* ARGENTINA: Miguel Saiz Inks Exploration Deals with Four Firms

B E R M U D A

BACARDI HOLDINGS: Wants to Acquire Vin & Sprit Assets
DIGICEL LTD: Launches CDMA Roaming in Bermuda
DIGICEL LTD: Pays Out Over US$3 Million to Customers in 2006
GLOBAL CROSSING: Balance Sheet Upside Down by US$195 Million
REFCO INC: Court Disallows 59 Claims in Refco LLC for US$1.5MM

SEA CONTAINERS: Files Updated Operating Report for October 2006
SEA CONTAINERS: Files Updated Operating Report for November 2006
SEA CONTAINERS: Files Updated Operating Report for December 2006

B O L I V I A

* BOLIVIA: Launches Talks with Fencomin for New Mining Policies

B R A Z I L

BV FINANCIERA: Moody's Puts Caa1 Rating on Class B Shares
DURA AUTOMOTIVE: Files Operating Report for Month Ended Jan. 28
NET SERVICOS: Annual & Shareholders' Meeting Set for April 2
TOWER AUTOMOTIVE: Files Amended General Motors Pact Under Seal
TOWER AUTOMOTIVE: Stutman Okayed as Panel's Conflicts Counsel

TOWER AUTOMOTIVE: Posts US$18.9 Million Net Loss in January 2007
TRANSAX INT'L: David Bouzaid Resigns from Board of Directors
USINAS SIDERURGICAS: Will Do Well in 2007, Says Unibanco

C A Y M A N   I S L A N D S

FLOREAT FUND: Will Hold Last Shareholders Meeting on April 30
MILKY WAY: Sets Last Shareholders Meeting for April 19
MILKY WAY: Proofs of Claim Must be Filed by April 19
POWER LINE: Will Hold Last Shareholders Meeting on April 19
POWER LINE: Proofs of Claim Filing Deadline Is April 19

SEASONS CORE: Will Hold Last Shareholders Meeting on April 30

C H I L E

PHELPS DODGE: Freeport Prices Notes Offering to Finance Buy
REVLON INC: Posts US$5.5 Million Net Loss in Fourth Quarter 2006
SMURFIT KAPPA: Raises EUR1.3 Billion from Dual-Listing IPO
SMURFIT KAPPA: S&P Hikes Ratings to BB- on Successful IPO

C O L O M B I A

BBVA COLOMBIA: Moody's Withdraws All Ratings

* COLOMBIA: World Bank's Board Approves US$194.8-Million Loan

C O S T A   R I C A

ALCATEL-LUCENT: Unveils 3G & Mobile TV Access in Germany
ALCATEL-LUCENT: Names Christian Reinaudo as European Ops Chief
US AIRWAYS: ALPA Says Inability to Merge Affecting Passengers

* COSTA RICA: To Start Operating 2nd Cariblanco Turbine in April

D O M I N I C A N   R E P U B L I C

ASHMORE ENERGY: Completes Bahia Stake Sale to Suez Energy
BANCO INTERCONTINENTAL: Court Denies Defense's Protection Plea

E C U A D O R

CARROLS CORP: Inks US$185 Million Senior Secured Credit Facility
PETROECUADOR: Will Receive Bids for Napo Crude Supply

* ECUADOR: WTO Probe on European Union's Banana Tariff Delayed

E L   S A L V A D O R

* EL SALVADOR: India Offers to Extend US$15 Mil. Line of Credit

G U A T E M A L A

BRITISH AIRWAYS: Committee Blames Poor Mktg. for Scheme Failure
BRITISH AIRWAYS: Opposes Conservative Party's Taxation Proposals
SPECTRUM BRANDS: Gets US$1.6-Bil. Pledge to Refinance Bank Loan
SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes

H O N D U R A S

* HONDURAS: Must Strengthen Banking Supervision, Says IMF

J A M A I C A

GOODYEAR TIRE: Fitch Affirms Ratings; Revises Outlook to Stable
HIGHGATE FOODS: Receiver Puts Firm's Assets on Auction Block
NATIONAL WATER: Gets US$21.3-Million Loan from BNP Paribas

* JAMAICA: Venezuela Will Supply Natural Gas to Nation by 2009

M E X I C O

ADVANCED MARKETING: Baker & Taylor Asset Purchase Pact Approved
ADVANCED MARKETING: Court OKs Hiring of Lowenstein as Counsel
ADVANCED MARKETING: Files Schedules of Assets & Liabilities
AMERICAN AIRLINES: Pilots Want To Maintain Retirement Age at 60
BALLY TOTAL: Faces Default Due to Delayed Form 10-K Filing

BALLY TOTAL: May File for Chapter 11 Bankruptcy Protection
CINEMARK INC: Reported 19.6% Revenue Increase for Year 2006
CLEAR CHANNEL: Highfields Capital Increases Stake to 5%
CLEAR CHANNEL: Resets Shareholders Meeting to April 19
COTT CORPORATION: David Gibbons Joins Board of Directors

COTT CORP: Hires William Reis as SVP & Chief Procurement Officer
DELTA AIR: Posts US$109 Million Net Loss in January 2007
FORD MOTOR: Investors Speculate on Jaguar & Land Rover Sale
GENERAL MOTORS: Moves 20% of Pension Assets from Stocks to Bonds
GENERAL MOTORS: DBRS Holds Rating on Long-Term Debt at B Neg.

GENERAL MOTORS: Earns US$2.2 Billion in Full Year 2006
PORTRAIT CORP: Has Until May 28 to Remove Civil Actions
SONIC CORP: S&P Withdraws BB- Corporate Credit Rating
USINAS SIDERURGICAS: Investing US$4.7B to Hike Steel Production

N I C A R A G U A

* NICARAGUA: Venezuela to Help Build Nation's US$2.5B Oil Plant

P A N A M A

CHIQUITA BRANDS: Posts US$95.9MM Net Loss in Year Ended Dec. 31

P U E R T O   R I C O

COVENTRY HEALTH: Issues US$400-Mil. New Senior Unsecured Notes
COVENTRY HEALTH: Moody's Assigns Ba1 Rating on US$400MM New Debt
DORAL FINANCIAL: Subsidiary Sold to New York Commercial Bank

T R I N I D A D   &   T O B A G O

DIGICLE LTD: Mobile Phone Rates Higher Than Most of Its Rivals

U R U G U A Y

PARMALAT SPA: Paraguay Unit Under Probe over Poisoning Incident

V E N E Z U E L A

DAIMLERCHRYSLER AG: Equity Groups Want Bernhard as Advisor
DAIMLERCHRYSLER AG: Workers Opt for More Jobs Over Pay Cuts
PETROLEOS DE VENEZUELA: Opens Oil Intelligence Office in Vienna

* VENEZUELA: Mulls Takeover of Acerven
* VENEZUELA: Will Supply Natural Gas to Jamaica by 2009

* BOOK REVIEW: Crafting Solutions for Troubled Businesses


                         - - - - -


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


ARGEN TAXI: Trustee Verifies Proofs of Claim Until April 3
----------------------------------------------------------
Salvador Lamarchina, the court-appointed trustee for Argen Taxi
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until April 3, 2007.

Mr. Lamarchina will 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
Argen Taxi and its creditors.

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

A general report that contains an audit of Argen Taxi's
accounting and banking records will be submitted in court.

Infobae did not say when the reports are due in court.

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

The trustee can be reached at:

         Salvador Lamarchina
         Esmeralda 847
         Buenos Aires, Argentina


BALLY TECHNOLOGIES: Posts US$46.1MM Net Loss in 2006 Fiscal Year
----------------------------------------------------------------
Bally Technologies Inc. reported the filings of its Form 10-Q
for the fiscal quarter ended March 31, 2006, and its Form 10-K
for the fiscal year ended June 30, 2006.

Total revenues grew to US$547.1 million in fiscal 2006 compared
with US$483.1 million recorded in fiscal 2005.  Gaming Equipment
and Systems revenues in fiscal 2006 increased by US$63.4 million
to US$494.5 million compared with US$431.1 million recorded in
fiscal 2005.

The company recorded a net loss of US$46.1 million for fiscal
2006 compared with a net loss of US$22.6 recorded in fiscal
2005.

The loss of US$46.1 million in fiscal 2006 includes:

   a) the impact of several items, including US$15.6 million of
      impairment charges related to certain patents and other
      intangibles;

   b) a US$3.0 million write-down of prepaid royalties related
      to licensed game themes;

   c) US$14.2 million of inventory and related asset write-
      downs;

   d) an increase in depreciation expense of US$15.4 million
      related to changes in the useful life and salvage value
      for certain gaming equipment that were charged to the cost
      of gaming equipment; and

   e) US$12.9 million of share-based compensation expense.

The company also incurred significant costs associated with
previously disclosed legal and accounting matters.

The company's interest expense in fiscal 2006 was US$27.5
million, an increase of US$9.2 million over fiscal 2005.  This
increase is primarily attributable to higher average market
rates of interest compared with fiscal 2005 as well as US$2.2
million in charges for bank facility amendments relating to the
extended due dates for the delivery of financial statements.

"Our core operations in the latter half of fiscal 2006 began to
reflect the impact of our new products in the market and also
reflect the strong results of our Systems products," said
Richard Haddrill, Chief Executive Officer.  "Total revenues in
the third quarter and fourth quarter of fiscal 2006 increased by
28 percent and 33 percent, respectively, as compared with the
corresponding period of the prior year.  We remain pleased with
the results of our technology integration and product retooling,
which resulted in significant charges in fiscal 2006 and fiscal
2005.  As previously disclosed, we currently expect total
revenue in fiscal 2007 to exceed US$670 million."

Robert C. Caller, Chief Financial Officer, said, "The completion
of these reports is a big step in our efforts to get back to a
normal filing cycle and represents our fourth and fifth major
filings in less than five months.  We will now focus our energy
on the completion of the Form 10-Qs for the quarterly periods
ended Sept. 30, 2006 and Dec. 31, 2006."

Headquartered in Las Vegas, Nevada, Bally Technologies, Inc.
(NYSE: BYI) -- http://www.BallyTech.com/-- designs,
manufactures, operates, and distributes advanced gaming devices,
systems, and technology solutions worldwide.  Bally's product
line includes reel-spinning slot machines, video slots, wide-
area progressives and Class II lottery and central determination
games and platforms.  Bally Technologies also offers an array of
casino management, slot accounting, bonus, cashless, and table
management solutions.  The company also owns and operates
Rainbow Casino in Vicksburg, Miss.  The company's South American
operations are located in Argentina.  The company also has
operations in Macau, China, and India.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Technologies Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.


BANCO DE LA NACION: Moody's Withdraws Ratings on Bank
-----------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Banco de la Nacion Argentina for business reasons.

These ratings were withdrawn:

     -- Bank financial strength rating: E, stable outlook

     -- Long-term foreign currency deposit rating:
        Caa1, Positive Outlook

     -- Short-term foreign currency deposit rating:
        Not Prime, Stable Outlook

Within the framework of the Intergovernmental Russian-Argentine
Commission on trade, economic, scientific and technical
cooperation, Vnestorgbank JSC and Banco de la Nacion Argentina
signed a Cooperation Agreement.

The agreement is designed to enhance partnership between VTB
Bank and Banco de la Nacion Argentina in order to facilitate
banking services underpinning foreign trade turnover between the
Russian Federation and the Argentine Republic.  In particular,
the Agreement provides for stronger cooperation in trade,
finance, export promotion and investment project support.

                     About Vneshtorgbank

Headquartered in Moscow, Russia, JSC Vneshtorgbank and its
subsidiaries are a leading Russian commercial banking group,
offering a wide range of banking services and conducting
operations in both Russian and international markets.  As of
Dec. 31, 2005, the Group had a network of 151 branches,
including 55 branches of VTB, 42 branches of VTB Retail Services
and 54 branches of Industry and Construction Bank, located in
major Russian regions.  The Group operates through three
subsidiaries located in the CIS (Armenia, Georgia, Ukraine),
seven subsidiaries located in Western Europe (Austria, Cyprus,
Switzerland, Germany, Luxembourg, France) and Great Britain and
through five representative offices located in India, Italy,
China, Byelorussia and Ukraine.

                   About Banco de la Nacion

Banco de la Nacion Argentina is a universal bank, and it held
ARS57.8 billion in assets and ARS44.1 billion in deposits as of
Dec. 31, 2006.


BIODET SA: Trustee Verifies Proofs of Claim Until April 27
----------------------------------------------------------
Juan Manuel Vila Perbeils, the court-appointed trustee for
Biodet S.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until April 27, 2007.

Mr. Perbeils will present the validated claims in court as
individual reports on June 12, 2007.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion, and the objections and
challenges raised by Biodet and its creditors.

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

A general report that contains an audit of Biodet's accounting
and banking records will be submitted in court on Aug. 9, 2007.

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

The trustee can be reached at:

         Juan Manuel Vila Perbeils
         Vidal 1670
         Buenos Aires, Argentina


GMAC LLC: S&P Affirms BB+/B-1 Ratings on Weak 4th Qtr. Earnings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B-1'
ratings on GMAC LLC.  The outlook remains developing.  At the
same time, Standard & Poor's affirmed its ratings on GMAC LLC's
100%-owned subsidiary, Residential Capital LLC or ResCap
(BBB/A-3).  ResCap's outlook remains negative.

"The affirmation of our ratings follows the announcement of
extremely weak fourth-quarter earnings, excluding the effects of
nonrecurring items," Standard & Poor's credit analyst Scott
Sprinzen said.

GMAC LLC's disappointing results reflect a precipitous decline
in ResCap's financial performance, owing to its exposure to the
deteriorating subprime mortgage sector.  However, while Standard
& Poor's expect ResCap's earnings to remain depressed during the
next several quarters, it believes ResCap will be well-
positioned to resume solid earnings growth thereafter, as
industry conditions improve, and given management's initiatives
to address current challenges.  Also, under the terms of the
agreement by which General Motors Corp. or GM (B/Negative/B-3)
sold a 51% ownership stake in GMAC LLC to a consortium headed by
Cerberus Capital Management L.P. in a transaction that closed
Nov. 30, 2006, GM will make a US$1 billion cash payment to GMAC
LLC, helping to shore up GMAC LLC's capital and liquidity.

Standard & Poor's ratings reflect the significant risks facing
the company because of its close business ties to GM.  The
ratings also reflect the benefits afforded by the diversity of
GMAC LLC's mortgage and insurance businesses, its generally high
asset quality, and its significant long-range profit potential.

The developing outlook reflects the potential that the ratings
could be either raised or lowered during the next two years.  If
GMAC LLC's earnings were to rebound dramatically during this
period, the outlook could be revised to positive and the rating
raised.  Improvement in GM's prospects would also enhance GMAC
LLC's upgrade potential.  However, Standard & Poor's would still
need to consider uncertainty regarding GMAC LLC's ownership
structure beyond the next five years.

The ratings on GMAC LLC could still be jeopardized, given
deterioration at GM that threatens to impinge on GMAC LLC's
financial performance and funding flexibility.  While Standard &
Poor's believe GMAC LLC could survive a bankruptcy filing by GM,
the ratings on GMAC LLC would likely be lowered -- possibly by
several notches if this were to occur -- given the uncertainties
such a development would entail for GMAC LLC.

                        About ResCap

ResCap is a holding company for the real estate financing
businesses of GMAC LLC, including GMAC-RFC Holding and GMAC
Residential Holding Corp.

                       About GMAC LLC

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


IRON MOUNTAIN: Moody's Puts Ba2 Rating on Proposed Credit
---------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
US$800 million senior secured credit facilities of Iron Mountain
Inc.  Concurrently, Moody's affirmed other ratings and changed
the outlook for the ratings to positive.  The positive outlook
recognizes continued strength in operating performance,
including increases in the rate of growth in storage revenues in
recent quarters, and anticipates improved covenant cushions
under the proposed credit facilities.  The positive outlook also
incorporates Moody's expectation that, given the current market
position of the company, the size of future acquisitions is
likely to be smaller on a relative basis than was the case in
prior years.  Moody's expects the company to continue to pursue
an acquisitive strategy.

The proposed Ba2-rated senior secured credit facilities consist
of a US$600 million global revolving credit facility due 2012,
and a US$200 million senior secured term loan due 2014.  There
will be about US$140 million outstanding under the proposed
revolver at close, which leaves about US$460 million of
availability, net of about US$30 million of letters of credit.
The Ba2 rating reflects Moody's expectation of loss-given-
default greater or equal to 10% and less than 30% (LGD 2).  The
revolver is a multi-currency facility with borrowers comprising
Iron Mountain Inc., Iron Mountain Canada Corp., Iron Mountain
Switzerland GmbH and, potentially, other subsidiaries.  The
credit facilities will be secured by perfected first priority
pledges of the stock of direct and indirect US subsidiaries
(other than inactive subsidiaries) and of all non-US
subsidiaries of the borrower, except to the extent any such
pledge would result in adverse tax consequences.  Proceeds from
the credit facilities will be used to repay outstanding balances
of the company's existing IMI term loan, IME revolver and IME
term loan.  The proposed facilities provide for an uncommitted
accordion of US$300 million.

The Corporate Family Rating of B2 and instrument ratings
continue to reflect high financial leverage, the significant
amount of goodwill and intangibles to total assets and the
relatively low level of pro forma free cash flow (defined as
cash from operations less capital expenditures less dividends)
relative to debt.  The ratings also reflect a capital-intensive
business with most revenues deriving from paper document storage
and related services, which require significant customized
physical space.  The ratings are supported by solid interest
coverage for the rating category of about 1.8 times in 2006 and
adequate EBIT return on assets of about 7% in the same period.
The ratings also reflect the company's prominent position as a
global leader in information storage and data protection,
including its strategic expansion in the digital market in
recent years.  The ratings also benefit from the company's
historical revenue stability, geographical diversification and
low customer concentration.

Moody's took these rating actions:

   -- Assigned a Ba2 (LGD2, 13%) rated US$600 million global
      revolving credit facility due 2012;

   -- Assigned a Ba2 (LGD2, 13%) rated US$312 million
      IMI term loan facility;

   -- Withdrew the Ba2 (LGD1, 7%) rated US$400 million
      IMI revolving credit facility;

   -- Withdrew the Ba2 (LGD1, 7%) rated US$312 million
      IMI term loan facility;

   -- Affirmed the B3 (LGD4, 68%) rating on the C$175 million
      senior subordinated notes due 2019;

   -- Affirmed the B3 (LGD4, 68%) rated EUR225 million
      6.75% Euro senior subordinated notes due 2018;

   -- Affirmed the B3 (LGD4, 68%) rated US$72 million
      8.25% senior subordinated notes due 2010;

   -- Affirmed the B3 (LGD4, 68%) rated US$200 million
      8.75% senior subordinated notes due 2018;

   -- Affirmed the B3 (LGD4, 68%) rated US$448 million
      8.625% senior subordinated notes due 2013;

   -- Affirmed the B3 (LGD4, 68%) rated US$293.9 million
      7.25% GBP senior subordinated notes due 2014;

   -- Affirmed the B3 (LGD4, 68%) rated US$439 million
      7.75% senior subordinated notes due 2016;

   -- Affirmed the B3 (LGD4, 68%) rated US$316 million
      6.625% senior subordinated notes due 2016;

   -- Affirmed the (P)Ba2 (LGD2, 13%) rated secured drawings
      under the existing shelf;

   -- Affirmed the (P)B3 (LGD4, 68%) rated subordinated draws
      under the existing shelf;

   -- Affirmed the (P)Caa1 (LGD6, 97%) preferred stock draws
      under the existing shelf;

   -- Affirmed the (P)B3 (LGD4, 68%) rated Trust preferred
      stock shelf;

   -- Affirmed the B2 Corporate Family Rating;

   -- Affirmed the B2 Probability of Default Rating;

   -- The Speculative Grade Liquidity rating is unchanged
      at SGL-3; and

   -- The outlook for the ratings was changed to positive
      from stable.

Headquartered in Boston, Massachusetts, Iron Mountain
Incorporated is an international provider of information storage
and protection related services.  The company offers
comprehensive records management and data protection solutions,
along with the expertise to address complex information
challenges such as rising storage costs, litigation, regulatory
compliance and disaster recovery.  Founded in 1951, Iron
Mountain has more than 90,000 corporate clients throughout North
America, Europe, Latin America, and Asia Pacific.  Revenue for
the twelve months ended December 31, 2006 was approximately
US$2.4 billion.  Its Latin American operations are located in
Argentina, Brazil, Chile, Mexico and Peru.


OEM TELEFONIA: Trustee Verifies Proofs of Claim Until April 9
-------------------------------------------------------------
Alejandro Omar Debenedetti, the court-appointed trustee for Oem
Telefonia Celular Argentina S.A.'s bankruptcy proceeding,
verifies creditors' proofs of claim until April 9, 2007.

Mr. Debenedetti will present the validated claims in court as
individual reports.  The Buenos Aires Civil and Commercial
Tribunal will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges raised by Oem Telefonia and its creditors.

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

A general report that contains an audit of Oem Telefonia's
accounting and banking records will be submitted in court.

Infobae did not say when the reports are due in court.

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

The trustee can be reached at:

         Alejandro Omar Debenedetti
         Rodriguez Pena 617
         Buenos Aires, Argentina


* ARGENTINA: Miguel Saiz Inks Exploration Deals with Four Firms
---------------------------------------------------------------
Argentina's Rio Negro provincial government said in a statement
that Governor Miguel Saiz has signed exploration contracts with
four hydrocarbons companies to explore four areas of the
province.

Business News Americas relates that Rio Negro awarded these
blocks:

    -- Laguna El Loro, to US oil firm Cliveden;
    -- Laguna de Piedra, to Korean oil firm Golden Oil;
    -- Loma de Kauffman, to Argentine oil firm Interenergy; and
    -- Cinco Saltos, to Argentine oil firm Pluspetrol.

Governor Saiz said in a statement, "We closed the first round of
bidding by signing the contracts today."

Investment in the blocks is expected to total US$80 million over
two years, BNamericas states.

                        *     *     *

Fitch Ratings assigned these ratings on Argentina:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B+      Aug. 1, 2006
   Local Currency
   Long Term Issuer    B       Aug. 1, 2006
   Short Term IDR      B       Dec. 14, 2005
   Long Term IDR       RD      Dec. 14, 2005




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


BACARDI HOLDINGS: Wants to Acquire Vin & Sprit Assets
-----------------------------------------------------
Bacardi Holdings has expressed interest in buying Vin & Sprit
following the Sweden government's proposal to the country's
parliament to approve a sale of the business, the Royal Gazette
reports.

Bacardi told the Gazette that it could raise the proposed price
of US$5 billion or more through bank loans.

US wines and spirits groups Fortune Brands and Constellation
Brands were considered by analysts as two potential rival
bidders to Bacardi in acquiring the Swedish state-owned company,
which owns the Absolut brand, but was cut short of confirming
their plans to chase the sell-off of Vin & Sprit, the Gazette
notes.

Fortune representative Jim Beam refused to comment when
contacted by the Gazette.  Constellation stated the Swedish
company's estimated value -- as high as US$6 billion -- was too
expensive.

Bacardi Holdings' shareholders agreed on Oct. 27, 2006, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.


DIGICEL LTD: Launches CDMA Roaming in Bermuda
---------------------------------------------
Digicel Ltd., through its partnership with Huawei Technologies,
has launched Code Division Multiple Access roaming in the
Caribbean and Bermuda, making it the first GSM operator in the
region to simultaneously offer GSM and CDMA on its mobile
network.

Huawei has been awarded a CDMA2000 1x EV-DO contract and as a
result CDMA travelers coming to the region will be able to roam
on Digicel's network and experience the same high level of
roaming service that GSM roamers have come to expect from
Digicel.  In its initial stage, CDMA roaming is being introduced
to five of Digicel's 22 markets:

          -- Jamaica,
          -- Bermuda,
          -- Aruba,
          -- Cayman Islands, and
          -- Barbados.

"When traveling to the Caribbean, many US mobile customers
experience poor service and erratic network coverage from CDMA
Caribbean operators.  Now, they can come to the Caribbean and
have reliable mobile service by roaming on our seamless mobile
network," Digicel Group Chief Technical Officer Mario Assaad
stated.

Meanwhile, Digicel had signed a three-year partnership agreement
with Vodafone Group to will allow customers to seamlessly access
their home services as they travel on each other's network as
well as jointly develop enhanced roaming capabilities and become
preferred roaming partners.

Digicel has outbound and inbound roaming customers.  Outbound
customers are those traveling abroad roaming on foreign mobile
networks when making mobile calls and inbound customers are
travelers who visit the Caribbean and roam on Digicel's network
using their mobile phones.

                  About Huawei Technologies

Huawei Technologies Co., Ltd. -- http://www.huawei.com-- is a
leader in providing next-generation telecommunications network
solutions for operators around the world.  The company is
dedicated to providing innovative and customized products,
services and solutions to create long-term value and potential
growth for its customers.  Huawei's products and solutions are
deployed in over 100 countries and serve 31 of the world's top
50 operators, as well as over one billion users worldwide.

                      About Digicel Ltd.

Digicel Ltd. 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,
Bermuda, 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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.

                        *     *     *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Ltd.'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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Moody's Investors Service lowered the corporate
family rating of Digicel Limited to B3 from B1, affirmed its
existing senior unsecured rating at B3 and assigned a Caa2
rating to the proposed US$1.4 billion Notes Issue of Digicel
Group Limited, which is now the corporate family's ultimate
parent.  At the same time, Moody's said it would move the
corporate family rating to Digicel Group from Digicel Ltd.
Moody's said the outlook is stable.


DIGICEL LTD: Pays Out Over US$3 Million to Customers in 2006
------------------------------------------------------------
Digicel Ltd. told The Nation Newspaper that it has awarded over
US$3 million in credit to its clients in 2006 through the
Loyalty Program it launched in April 2006.

The Nation relates that under the program, Digicel rewards
subscribers for their business and support.

Digicel market head Faye Gill commented to The Nation, "This
program has been a hit with our customers.  They like the fact
that we are giving them back some of what they have spent and we
expect this year's payout to be just as impressive.  The program
is quite simple.  All our customers have to do is use their
mobile phones to earn loyalty points and have rewards of up to
US$125 automatically applied to their accounts."

Digicel clients who accumulate 50 points or more will be
informed of their award through a text message.  Those wanting
to know their points status can send a blank text message to
2402, The Nation states, citing Ms. Gill.

Digicel Ltd. 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,
Bermuda, 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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.

                        *     *     *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Ltd.'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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Moody's Investors Service lowered the corporate
family rating of Digicel Limited to B3 from B1, affirmed its
existing senior unsecured rating at B3 and assigned a Caa2
rating to the proposed US$1.4 billion Notes Issue of Digicel
Group Limited, which is now the corporate family's ultimate
parent.  At the same time, Moody's said it would move the
corporate family rating to Digicel Group from Digicel Ltd.
Moody's said the outlook is stable.


GLOBAL CROSSING: Balance Sheet Upside Down by US$195 Million
------------------------------------------------------------
Global Crossing disclosed its consolidated financial and
operational results for the fourth quarter and full year 2006.

"In 2006, we made great improvements in every aspect of our
business," said John Legere, Global Crossing's chief executive
officer.  "We delivered on two key financial goals -- by having
generated positive adjusted EBITDA in the third and fourth
quarters and positive cash in the fourth quarter -- in addition
to completing the acquisition of Fibernet, announcing the
pending acquisition of Impsat, and driving significant growth in
our core business segment, which resulted in improved
profitability.  The fundamentals of our business are the best
they have ever been in Global Crossing's history."

             Financial and Operational Highlights

Global Crossing exited 2006 on track for significant growth
across all of its key business performance and operational
metrics in 2007 and beyond.  The company generated positive
quarterly adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization beginning in June of 2006 and positive cash in
the fourth quarter.  Full year consolidated revenue was US$1,871
million, with the highest percentage to date -- 67 percent of
revenue -- generated by the company's core "invest and grow"
segment that focuses on serving global enterprises, carrier data
and indirect channel customers.  "Invest and grow" revenue
increased 15 percent year over year.  Adjusted gross margin (as
defined below) for 2006 was US$751 million or 40 percent of
revenue, an improvement of 200 basis points year over year.
Adjusted EBITDA loss was US$49 million, an improvement of 59
percent year over year.  Adjusted EBITDA excluding non-cash
stock compensation was a loss of US$25 million for the year, a
61 percent year-over-year improvement.  Cash use was US$144
million, a 29 percent improvement year over year when excluding
the proceeds from sales of the Trader Voice and Small Business
Group assets in 2005 and the costs related to the acquisitions
and financings in 2006.  Including all activities in 2006, the
company's cash balance increased from US$224 million at
Dec. 31, 2005, to US$459 million at Dec. 31, 2006.

As consolidation in the telecommunications industry accelerated
during the year, Global Crossing reached agreements to acquire
two regional telecommunication services providers with IP
solutions based in the UK and Latin America, businesses that
complement the company's core "invest and grow" segment.  In
October, Global Crossing acquired Fibernet, a United Kingdom
based provider of bespoke solutions to large enterprises and
carriers, and it announced the planned acquisition of Impsat, a
provider of private telecommunications, Internet and information
technology services to corporate and government clients in Latin
America.  Fibernet and Impsat will provide deeper network
coverage in the United Kingdom and Latin America, bringing
Global Crossing closer to customers' sites and lowering access
costs in key regions.  They will also enhance Global Crossing's
products in these regions.  The acquisition of Impsat is
expected to close in the spring.

Global Crossing closed several financings recently.  In May of
2006, the company raised US$384 million in gross proceeds from a
concurrent offering of common stock and convertible notes.  In
December of 2006, the company's UK subsidiary issued additional
11.75 percent bonds, raising sterling 57 million (including a
sterling 5 million premium) in gross proceeds to fund the
Fibernet acquisition. The additional bonds were priced at 109.25
percent of par value for a yield to worst of approximately 9.70
percent.  In February of 2007, Global Crossing issued an
additional US$225 million in senior unsecured notes to fund the
acquisition of Impsat with the proceeds being held in escrow
pending the closing of the Impsat acquisition.  The Impsat notes
have a coupon of 9.875 percent and a 10-year maturity.

During the fourth quarter of 2006, the company expanded its
network footprint to address growing demand for IP services
through the significant expansion of IP access points and
opening of a new point of presence in Helsinki.  It also boosted
its service portfolio with additions including Ready-Access(R)
Video, and the momentum is continuing in 2007 with new VoIP
access options for collaboration services, the launch of VoIP
Outbound in Mexico and the addition of Network Integrity to
Global Crossing's IP VPN Service.

The company continued to win customers for its advanced IP
services, as exemplified by a 29-site IP VPN win from
engineering and architectural firm Carter & Burgess.  IP traffic
on Global Crossing's IP backbone -- including converged IP
services like VoIP, IP VPN and IP video -- increased 192 percent
in 2006, outpacing the industry, and IP VPN traffic grew by 143
percent.  Collaboration traffic growth was triple the rate of
industry growth according to conferencing analyst firm TeleSpan.

                  2007 Business Priorities

In addition to providing guidance for 2007, management announced
three top priorities for the year -- driving financial
performance, integrating acquisitions and improving the customer
experience.

The company's financial goals for 2007 will be driven by
continued expansion of adjusted gross margin in its "invest and
grow" segment through continued growth in the business outside
of GCUK and resumed growth of GCUK, including a successful
integration of Fibernet; a successful integration of Impsat,
once it is closed; and controlling costs.  The trend for
adjusted gross margin exiting the fourth quarter of 2006 at 44
percent of revenue serves as an important baseline for 2007
financial performance.  Another important trend was reflected in
order volume, which reached an all-time high of US$3.5 million
in November.

Successful integration of Fibernet and (after closing) Impsat
will supplement Global Crossing's organic growth. As the company
executes detailed integration plans, dedicated project teams
will ensure smooth transitions for employees and customers.
These teams, along with senior management, are tasked with
securing the cost savings anticipated from each of the
transactions and generating potential revenue synergies.

The most recent results of the company's third-party survey on
customer satisfaction noted that 98 percent of participants were
satisfied with Global Crossing as their provider and 70 percent
were very satisfied.  The company intends to build upon these
results through efforts of dedicated teams around the globe
tasked with improving the systems and processes supporting
customers.  As the requirements of enterprise customers continue
to grow more complex, Global Crossing's customer experience
efforts will address their needs and ensure superior service and
support around the globe.

                     Revenue and Margin

Since the second half of 2004, Global Crossing has focused its
strategy and resources on serving the "invest and grow" segment
in which its differentiation provides a competitive advantage.
As a result, the company has successfully shifted its revenue
and product mixes and generated greater gross margin per dollar
of revenue.

For 2006, the "invest and grow" segment generated US$1,249
million in revenue, representing 67 percent of the company's
consolidated revenue.  This was an increase of 15 percent over
2005 "invest and grow" revenue of US$1,085 million, which
represented 55 percent of the company's consolidated revenue.
Importantly, "invest and grow" revenue outside of GCUK grew by
22 percent year over year from US$662 million in 2005 to US$807
million in 2006.  GCUK's "invest and grow" revenue grew to
US$442 million in 2006, compared with US$423 million in 2005,
with Fibernet accounting for US$18 million of this increase (net
of eliminations).  In addition, Fibernet's German subsidiary
accounted for US$2 million of "invest and grow" revenue that is
not included in GCUK's results.  Total adjusted gross margin in
the "invest and grow" segment was 54 percent of revenue in 2006,
the same percentage as in 2005 and showing that revenue grew
without sacrificing margin.  Adjusted gross margin dollars for
the "invest and grow" segment increased by 14 percent year over
year, from US$589 million in 2005 to US$673 million in 2006.

In the fourth quarter of 2006, the "invest and grow" segment
accounted for 72 percent of the company's consolidated revenue.
Revenue for this segment grew to US$351 million in the fourth
quarter, representing growth of 12 percent sequentially and 30
percent compared with the fourth quarter of 2005.  "Invest and
grow" adjusted gross margin was 56 percent of revenue in the
fourth quarter of 2006, compared with 55 percent in the third
quarter and 55 percent in the fourth quarter of 2005.  Adjusted
gross margin dollars for this segment were US$196 million for
the fourth quarter, an improvement of 14 percent sequentially
and 32 percent compared with the fourth quarter of 2005.

As the "invest and grow" segment comprises an increasing
percentage of the company's consolidated revenue, Global
Crossing has strategically reduced emphasis on its wholesale
voice segment.  While revenue from this segment has decreased as
anticipated, measures adopted to manage the business have become
more effective.  For 2006, wholesale voice revenue was US$614
million, a planned decline of 21 percent from 2005 wholesale
voice revenue of US$777 million.  Adjusted gross margin for
wholesale voice was US$71 million for the year, compared to
US$104 million in 2005.  For the fourth quarter of 2006,
wholesale voice revenue and adjusted gross margin were US$135
million and US$16 million, respectively.  These figures compare
to revenue of US$172 million and adjusted gross margin of US$22
million in the fourth quarter of 2005.  The company will
continue to manage the wholesale voice segment for carriers who
are planning on a network migration from TDM to a VoIP
environment.  This business also helps subsidize the costs
associated with providing a suite of full services offerings,
including voice, to enterprises in the "invest and grow"
segment.

"Global Crossing reached a critical inflection point in 2006,
with consolidated revenue returning to quarterly growth through
focus on our 'invest and grow' segment.  'Invest and grow'
revenue increases outpaced our planned reduction in wholesale
voice revenue, enabling us to reach this important milestone,"
affirmed Mr. Legere.  "By delivering differentiated network
solutions to enterprises and carrier data clients and providing
them with superior global customer support, our future will
continue to shine, and our 'invest and grow' segment will yield
greater margin expansion."

The company's consolidated revenue and adjusted gross margin for
2006 were US$1,871 million and US$751 million, respectively.
These results compare to US$1,968 million in total revenue and
US$752 million in adjusted gross margin in 2005.  Adjusted gross
margin as a percentage of revenue grew to 40 percent in 2006
from 38 percent in 2005.

The fourth quarter represented Global Crossing's third
consecutive quarter of consolidated revenue growth.
Consolidated revenue grew by 5 percent sequentially to US$488
million from US$466 million in the third quarter of 2006 and by
6 percent from US$462 million in the fourth quarter in 2005.
Adjusted gross margin for the consolidated business was US$214
million or 44 percent of revenue in the fourth quarter, compared
with US$191 million or 41 percent of revenue in the third
quarter and US$183 million or 40 percent of revenue in the
fourth quarter of 2005.

Cost of revenue -- which includes cost of access; technical real
estate, network and operations; third party maintenance and cost
of equipment sales -- was US$1,578 million in 2006, a 6 percent
year-over-year improvement compared with US$1,676 million in
2005.  This improvement was attributable to savings in cost of
access and lower volumes associated with the wholesale voice
segment, and lower stock and incentive compensation, partially
offset by increases associated with Fibernet, costs for
equipment sales and real estate.  In the fourth quarter, cost of
revenue was US$403 million, compared with US$381 million in the
third quarter of 2006 and US$394 million in the fourth quarter
of 2005.  The sequential increase in cost of revenue in the
fourth quarter was primarily caused by an increase of cost of
equipment sales at GCUK and consolidation of Fibernet into the
company's operations commencing Oct. 11, 2006.  Sales, general
and administrative expenses were down 17 percent year over year
to US$342 million for 2006, compared with US$412 million in
2005.  The year-over-year improvements were attributable to
reduced stock and incentive compensation and lower restructuring
expense.  SG&A expenses for the fourth quarter of 2006 were
US$79 million, compared with US$78 million in the third quarter
of 2006 and US$100 million in the fourth quarter of 2005.

                           Earnings

Improvements in cost structure plus increased revenue and
associated margin from Global Crossing's "invest and grow"
business segment culminated in the first quarter of positive
adjusted EBITDA in company history during the third quarter of
2006; this continued in the fourth quarter.  Year-over-year
improvements in adjusted EBITDA were significant.  For the full
year of 2006, the company reported an adjusted EBITDA loss of
US$49 million, a 59 percent improvement from 2005 when the
company reported an adjusted EBITDA loss of US$120 million.  In
the fourth quarter, adjusted EBITDA was US$6 million; a 119
percent year-over-year improvement from the US$32 million
adjusted EBITDA loss in the fourth quarter of 2005 and
relatively flat from the third quarter of 2006.  In the fourth
quarter the company incurred several one time or out-of-period
charges, which negatively impacted the quarter's adjusted EBITDA
results.  These included a one-time stock compensation true up
for vested options from December of 2003, and a charge relating
to network maintenance on the company's Irish network ring due
to a fiber cut.

Adjusted EBITDA less non-cash stock compensation expense was a
loss of US$25 million for the year compared to a loss of US$64
million in 2005.  For the fourth quarter, the company generated
US$12 million of adjusted EBITDA less non-cash stock
compensation expense, a 100 percent increase over the third
quarter, when it was US$6 million, and a 180 percent improvement
over the fourth quarter of 2005, when adjusted EBITDA less non-
cash stock compensation was a loss of US$15 million.

Consolidated loss applicable to common shareholders in 2006 was
US$327 million, compared to a loss of US$358 million in 2005.
For the fourth quarter of 2006, consolidated loss was US$90
million, compared to a loss of US$51 million in the third
quarter of 2006 and a loss of US$80 million in the fourth
quarter of 2005.  The sequential increase in the loss was
attributable to a US$38 million non-cash increase in provision
for income taxes.

                      Capital Structure

In the fourth quarter of 2006, Global Crossing generated US$18
million cash, not including the impact of financings described
above or the purchase of Fibernet.  As of Dec. 31, 2006,
unrestricted cash and cash equivalents were US$459 million and
restricted cash was US$6 million.  During the fourth quarter,
Global Crossing used US$29 million of cash for capital
expenditures and capital leases (cash capex), used US$24 million
for bond interest payments, and received US$35 million from
proceeds of sales of indefeasible rights of use.  After
eliminating the proceeds from all financings as well as costs
associated with financings and acquisitions in 2006, cash use
for the year totaled US$144 million, a 29 percent improvement
from 2005 excluding the proceeds from the sales of the Small
Business Group and Trader Voice assets during the 2005 period.
The 2006 cash use reflected US$120 million of cash used for cash
capex, US$47 million used for bond interest payments and US$68
million of cash proceeds from sales of IRUs.

At Dec. 31, 2006, the company had US$1,086 million of
indebtedness outstanding, including the current portion of long
term and short-term debt, mandatorily convertible notes and
capital leases.  The company's fully diluted share count as of
March 1, 2007 was 78,846,389 -- comprised of 36,692,804 total
common shares outstanding, 18,000,000 preferred shares
outstanding, 21,018,147 common shares underlying all
convertibles (current) and 3,135,438 total outstanding stock
options and unvested restricted stock units.

                        2007 Guidance

Global Crossing's 2007 guidance for the consolidated business
includes Fibernet and assumes that its proposed acquisition of
Impsat closes on April 1, 2007.  The company will update
guidance for the impact of any significant delay in the Impsat
transaction.

The company expects its financial performance to continue to
improve in 2007 through increasing gross margin generated from
its "invest and grow" segment and the successful integration of
its acquisitions, while maintaining operating costs.  Cash
guidance for 2007 includes increased expense for capital
investments and interest on indebtedness, as well as proceeds
from the sale of IRUs.  It does not include cash used in the
connection with the purchase of Impsat.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2006, Global Crossing Ltd.'s balance sheet showed a
US$195 million stockholders' deficit, compared to a US$173
million stockholders' deficit at Dec. 31, 2005.


REFCO INC: Court Disallows 59 Claims in Refco LLC for US$1.5MM
--------------------------------------------------------------
In consideration of separate pleadings filed by Albert Togut,
the Chapter 7 Trustee overseeing the liquidation of Refco, LLC's
estate, the Honorable Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York disallowed and
expunged in their entirety 59 proofs of claim, totaling more
than US$1,500,000, on various grounds.

Specifically, at the Chapter 7 Trustee's request, Judge Drain
disallowed and expunged 56 claims because they:

   (a) failed to provide sufficient information to ascertain the
       basis of the claim;

   (b) were based on customer accounts which were closed before
       the Debtor's bankruptcy filing, or which carried a zero
       balance when the Debtor filed for bankruptcy; or

   (c) were for account balances that were transferred to Man
       Financial, Inc., pursuant to the Chapter 7 Sale Order.

The Unsubstantiated Customer Claims, totaling more than
US$900,000, include:

      Claimant                   Claim No.   Claim Amount
      --------                   ---------   ------------
      Michael C. James              146       US$312,688
      Matach 24 Ltd.                206          100,014
      Cynthia C. Terwilliger        305           90,000
      Michael Stamer                538           83,891
      G. David Richardson           262           60,000
      Khashayar & Laaden Vosough    390           60,000

In a separate order, Judge Drain disallowed Karl Ulmer's Claim
Nos. 430 and 549 on the basis that (i) Claim NO. 430 is barred
by principles of res judicata and seeks no affirmative relief
against the Debtor and (ii) Claim No. 549 is duplicative of
Claim No. 430.

Judge Drain also disallowed and expunged in its entirety Claim
No. 36 filed by L&A Investments because the National Futures
Association has determined that the Chapter 7 Debtor is not
liable for the losses incurred in L&A's commodity trading
account.

Moreover, Judge Drain is yet to rule with respect to the
Chapter 7 Trustee's proposed disallowance of:

   -- Claim No. 155 filed by the Department of Treasury -
      Internal Revenue Service for US$66,000, arising from
      federal tax liabilities owed by the Chapter 7 Debtor on
      information reporting failures; and

   -- Claim Nos. 152, 203, and 286 filed by Paul Bueltmann,
      Stefan Lew, and Hartmut Fenkl on the grounds that:

         * they are contractually barred due to their failure to
           meet the requirement of the claimants' agreement with
           Refco LLC to commence an action within one year after
           the alleged cause of action arose;

         * the Claimants have released Refco LLC from liability
           for accepting trading instructions from, and for the
           remittance of fees to, the trading advisor;

         * the Claimants agreed to indemnify and hold harmless
           the Chapter 7 Debtor for its commission-sharing
           arrangement with, and the trading practices of, the
           Claimants' trading advisor; and

         * no agency relationship existed between Refco LLC and
           an identified broker regarding the Claimants'
           commodity trading accounts with the  Debtor.

                       About Refco Inc.

Headquartered 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.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007.  (Refco Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


SEA CONTAINERS: Files Updated Operating Report for October 2006
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates underwent a
reconciliation process of, among other things, their
intercompany claims, to ensure that their financial reporting is
as of the Petition Date, rather than as of Sept. 30, 2006.  As a
result, the Debtors updated their monthly operating report
previously filed with the Court:

                      Sea Containers, Ltd.
                    Unaudited Balance Sheet
                    As of October 31, 2006

                            Assets

Current Assets
   Cash and cash equivalents                      US$52,084,064
   Trade receivables, less allowances
     for doubtful accounts                            1,197,118
   Due from related parties                          10,077,614
   Prepaid expenses and other current assets          4,369,498
                                                   ------------
      Total current assets                         US67,728,294

Fixed assets, net                                             0

Long-term equipment sales receivable, net                     -
Investments in group companies                                -
Intercompany receivables                                      -
Investment in equity ownership interests            199,120,137
Other assets                                          3,454,797
                                                   ------------
Total assets                                     US$270,303,229
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                     $14,462
   Accrued expenses                                  24,978,283
   Current portion of long-term debt                 26,042,311
   Current portion of senior notes                  385,040,923
                                                   ------------
      Total current liabilities                     436,075,980

Total shareholders' equity                         (165,772,752)
                                                   ------------
Total liabilities and shareholders' equity       US$270,302,228
                                                   ============

                     Sea Containers, Ltd.
               Unaudited Statement of Operations
             For the Month Ended October 31, 2006

Revenue                                            US$1,400,953

Costs and expenses:
   Operating costs                                      249,354
   Selling, general and
     administrative expenses                           (178,520)
   Charges to provide against
     intercompany accounts                            3,488,763
   Depreciation and amortization                              0
                                                   ------------
      Total costs and expenses                      US$3,559,597
                                                   ------------

Loss on sale of assets                                        0
                                                   ------------
Operating income (loss)                               4,960,550

Other income (expense)
   Interest income                                      163,248
   Foreign exchange gains (losses)                       14,664
   Interest expense, net                             (1,749,438)
                                                   ------------
Income (Loss) before taxes                            3,389,024
Income tax expense                                      (51,614)
                                                   ------------
Net (Loss)                                         US$3,337,410
                                                   ============

Sea Containers, Ltd., also reported US$1,614,406 in cash
receipts, and no disbursements for October 2006.  The Debtor
held US$52,084,064 in cash as of October 31.

                 Sea Containers Services Ltd.
                    Unaudited Balance Sheet
                    As of October 31, 2006

                            Assets

Current Assets
   Cash and cash equivalents                         US$271,670
   Trade receivables                                    475,165
   Due from related parties                           5,789,600
   Prepaid expenses and other current assets         13,252,836
                                                   ------------
      Total current assets                        US$19,789,271

Fixed assets, net                                     3,324,751

Investments                                           2,556,283
Intercompany receivables                             35,355,343
Other assets                                             14,294
                                                   ------------
Total assets                                      US$61,039,942
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$4,465,371
   Accrued expenses                                   4,420,261
   Current portion of long-term debt                  1,836,525
                                                   ------------
      Total current liabilities                      10,722,156

Total shareholders' equity                           50,317,786
                                                   ------------
Total liabilities and shareholders' equity        US$61,039,942
                                                   ============

                 Sea Containers Services Ltd.
               Unaudited Statement of Operations
             For the Month Ended October 31, 2006

Revenue                                            US$1,136,728

Costs and expenses:
   Operating costs                                            -
   Selling, general and
     administrative expenses                           (903,621)
   Other charges                                              -
   Depreciation and amortization                        (66,405)
                                                   ------------
      Total costs and expenses                      (US$970,026)
                                                   -------------

Gains on sale of assets                                       0
                                                   ------------
Operating income (loss)                                 166,702

Other income (expense)
   Interest income                                            8
   Foreign exchange gains (losses)                           95
   Interest expense, net                                 (5,806)
                                                   ------------
Income (Loss) before taxes                              160,998
Income tax expense                                            0
                                                   ------------
Net Income                                           US$160,998
                                                   ============

Sea Containers Services recorded US$122,000 in cash receipts,
and US$124,323 in disbursements for October 2006.  The Debtor
held US$271,670 in cash as of October 31.

A full-text copy of Sea Containers Services and Sea Containers
Ltd.'s schedules of receipts and disbursements is available for
free at http://researcharchives.com/t/s?1afd

In its balance sheet, Sea Containers Carribean, Inc., reported
zero assets and accounts payable of US$3,530,094, as its sole
liability, as of October 31.

Based in Hamilton, Bermuda, Sea Containers Ltd. (NYSE: SCRA,
SCRB) -- 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, 2006, 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. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a plan expires on
June 12, 2007.  They have until Aug. 11, 2007, to solicit
acceptances to that plan.


SEA CONTAINERS: Files Updated Operating Report for November 2006
----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates underwent a
reconciliation process of, among other things, their
intercompany claims, to ensure that their financial reporting is
as of the Petition Date, rather than as of Sept. 30, 2006.  As a
result, the Debtors amended their monthly operating report
previously filed with the Court:

                      Sea Containers, Ltd.
                    Unaudited Balance Sheet
                    As of November 30, 2006

                            Assets

Current Assets
   Cash and cash equivalents                      US$56,007,964
   Trade receivables, less allowances
     for doubtful accounts                            1,917,770
   Due from related parties                           8,201,195
   Prepaid expenses and other current assets          6,524,397
                                                   ------------
      Total current assets                           72,651,326

Fixed assets, net                                             0

Long-term equipment sales receivable, net                     -
Investments in group companies                                -
Intercompany receivables                                      -
Investment in equity ownership interests            202,366,216
Other assets                                          3,378,541
                                                   ------------
Total assets                                     US$278,396,083
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,809,381
   Accrued expenses                                  29,436,083
   Current portion of long-term debt                 26,795,063
   Current portion of senior notes                  385,069,151
                                                   ------------
      Total current liabilities                     444,109,678

Total shareholders' equity                         (165,713,595)
                                                   ------------
Total liabilities and shareholders' equity       US$278,396,083
                                                   ============

                     Sea Containers, Ltd.
               Unaudited Statement of Operations
             For the Month Ended November 30, 2006

Revenue                                            US$1,342,882

Costs and expenses:
   Operating costs                                       27,402
   Selling, general and
     administrative expenses                         (4,183,914)
   Reorganization costs                                       -
   Charges to provide against
     intercompany accounts                            7,044,011
   Depreciation and amortization                              -
                                                   ------------
      Total costs and expenses                        2,887,499
                                                   ------------

Loss on sale of assets                                        0
                                                   ------------
Operating income (loss)                               4,230,381

Other income (expense)
   Interest income                                      218,643
   Foreign exchange gains (losses)                       23,237
   Interest expense, net                             (3,483,956)
                                                   ------------
Income (Loss) before taxes                              988,304
Income tax expense                                     (100,000)
                                                   ------------
Net (Loss)                                           US$888,304
                                                   ============

Sea Containers, Ltd., also reported US$4,238,889 in cash
receipts, and 311,788 in disbursements for November 2006.  The
Debtor held US$56,007,964 in cash as of Nov. 31.

                 Sea Containers Services Ltd.
                    Unaudited Balance Sheet
                    As of November 30, 2006

                            Assets

Current Assets
   Cash and cash equivalents                         US$233,206
   Trade receivables                                    259,095
   Due from related parties                           5,890,101
   Prepaid expenses and other current assets          6,898,193
                                                   ------------
      Total current assets                           13,270,596

Fixed assets, net                                     3,280,027

Investments                                           2,596,645
Intercompany receivables                             42,852,621
Other assets                                             12,705
                                                   ------------
Total assets                                      US$62,012,595
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,806,523
   Accrued expenses                                   6,109,749
   Current portion of long-term debt                  1,660,779
                                                   ------------
      Total current liabilities                      10,577,050

Total shareholders' equity                           51,435,544
                                                   ------------
Total liabilities and shareholders' equity        US$62,012,595
                                                   ============

                 Sea Containers Services Ltd.
               Unaudited Statement of Operations
             For the Month Ended November 30, 2006

Revenue                                              US$418,420

Costs and expenses:
   Operating costs                                            -
   Selling, general and
     administrative expenses                             38,281
   Reorganization costs                                       -
   Other charges                                              -
   Depreciation and amortization                       (102,752)
                                                   ------------
      Total costs and expenses                          (64,470)
                                                   ------------

Gains on sale of assets                                       0
                                                   ------------
Operating income (loss)                                 353,950

Other income (expense)
   Interest income                                            -
   Foreign exchange gains (losses)                      (35,864)
   Interest expense, net                                 (2,537)
                                                   ------------
Income (Loss) before taxes                              315,549
Income tax expense                                            0
                                                   ------------
Net Income                                           US$315,549
                                                   ============

Sea Containers Services recorded US$1,488,401 in cash receipts,
and US$1,642,222 in disbursements for November 2006.

A full-text copy of Sea Containers Services and Sea Containers
Ltd.'s schedules of receipts and disbursements is available for
free at http://researcharchives.com/t/s?1aff

In its balance sheet, Sea Containers Carribean, Inc., reported
zero assets and accounts payable of US$3,530,094 as its sole
liability as of Nov. 30, 2006.

Based in Hamilton, Bermuda, Sea Containers Ltd. (NYSE: SCRA,
SCRB) -- 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, 2006, 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. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a plan expires on
June 12, 2007.  They have until Aug. 11, 2007, to solicit
acceptances to that plan.


SEA CONTAINERS: Files Updated Operating Report for December 2006
----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates underwent a
reconciliation process of, among other things, their
intercompany claims, to ensure that the Debtors' financial
reporting is as of the Petition Date, rather than as of
Sept. 30, 2006.  As a result, the Debtors amended their monthly
operating report previously filed with the Court:

                      Sea Containers, Ltd.
                    Unaudited Balance Sheet
                    As of December 31, 2006

                            Assets

Current Assets
   Cash and cash equivalents                      US$54,196,789
   Trade receivables, less allowances
     for doubtful accounts                              508,115
   Due from related parties                             385,028
   Prepaid expenses and other current assets          4,465,332
                                                   ------------
      Total current assets                           59,555,264

Fixed assets, net                                             0

Long-term equipment sales receivable, net                     -
Investments in group companies                                -
Intercompany receivables                                      -
Investment in equity ownership interests            204,331,424
Other assets                                          3,302,285
                                                   ------------
Total assets                                     US$267,188,973
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,123,898
   Accrued expenses                                  30,796,263
   Current portion of long-term debt                 26,946,083
   Current portion of senior notes                  385,097,380
                                                   ------------
      Total current liabilities                     444,963,624

Total shareholders' equity                         (177,774,651)
                                                   ------------
Total liabilities and shareholders' equity       US$267,188,973
                                                   ============

                     Sea Containers, Ltd.
               Unaudited Statement of Operations
             For the Month Ended December 31, 2006

Revenue                                              US$499,123

Costs and expenses:
   Operating costs                                      351,937
   Selling, general and
     administrative expenses                         (4,449,737)
   Reorganization Costs                                  (7,480)
   Charges to provide against
     intercompany accounts                           (4,882,245)
   Depreciation and amortization                        (58,677)
                                                   ------------
      Total costs and expenses                       (9,046,202)
                                                   ------------

Loss on sale of assets                                  (29,747)
                                                   ------------
Operating income (loss)                              (8,576,826)

Other income (expense)
   Interest income                                      248,766
   Foreign exchange gains (losses)                      (92,909)
   Interest expense, net                             (3,408,685)
                                                   ------------
Income (Loss) before taxes                          (11,829,654)
Income tax expense                                     (100,000)
                                                   ------------
Net (Loss)                                       (US$11,929,654)
                                                   ============

Sea Containers, Ltd., also reported US$1,614,406 in cash
receipts, and US$3,325,581 in disbursements for December 2006.
The Debtor held US$54,196,789 in cash as of Dec. 31.

                 Sea Containers Services Ltd.
                    Unaudited Balance Sheet
                    As of December 31, 2006

                            Assets

Current Assets
   Cash and cash equivalents                          US$64,809
   Trade receivables                                    467,956
   Due from related parties                           3,334,083
   Prepaid expenses and other current assets          8,528,756
                                                   ------------
      Total current assets                           12,395,604

Fixed assets, net                                     3,196,876

Investments                                           2,637,008
Intercompany receivables                             45,758,723
Other assets                                          3,656,666
                                                   ------------
Total assets                                      US$67,644,876
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,810,115
   Accrued expenses                                   4,663,663
   Current portion of long-term debt                  1,677,105
                                                   ------------
      Total current liabilities                       9,150,883

Total shareholders' equity                           58,493,993
                                                   ------------
Total liabilities and shareholders' equity        US$67,644,876
                                                   ============

                 Sea Containers Services Ltd.
               Unaudited Statement of Operations
             For the Month Ended December 31, 2006

Revenue                                            US$3,441,096

Costs and expenses:
   Operating costs                                            -
   Selling, general and
     administrative expenses                         (2,152,356)
   Professional fees                                   (756,603)
   Other charges                                              -
   Depreciation and amortization                       (111,089)
                                                   ------------
      Total costs and expenses                       (3,020,048)
                                                   ------------

Gains on sale of assets                                  15,033
                                                   ------------
Operating income (loss)                                 436,080

Other income (expense)
   Interest income                                           45
   Foreign exchange gains (losses)                     (110,628)
   Interest expense, net                                (31,417)
                                                   ------------
Income (Loss) before taxes                              294,080
Income tax expense                                    5,964,852
                                                   ------------
Net (Loss)                                         US$6,258,932
                                                   ============

In its schedules of receipts and disbursements, Sea Containers
Services recorded US$3,265,192 in cash receipts, and
US$3,415,721 in disbursements for December 2006.

A full-text copy of Sea Containers Services and Sea Containers
Ltd.'s schedules of receipts and disbursements is available for
free at http://researcharchives.com/t/s?1b00

In its balance sheet, Sea Containers Carribean, Inc., reported
zero assets and accounts payable of US$3,530,094 as its sole
liability as of Dec. 31, 2006.

Based in Hamilton, Bermuda, Sea Containers Ltd. (NYSE: SCRA,
SCRB) -- 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, 2006, 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. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a plan expires on
June 12, 2007.  They have until Aug. 11, 2007, to solicit
acceptances to that plan.




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


* BOLIVIA: Launches Talks with Fencomin for New Mining Policies
---------------------------------------------------------------
The Bolivian mining and metallurgy ministry has started
negotiating with the mining cooperatives federation Fencomin on
new policies for the cooperative sector, Business News Americas
reports.

The ministry said in a statement that the parties formed six
groups to discuss the issues established in an accord signed on
Feb. 7.

Mining Minister Jose Guillermo Dalence told BNamericas that
discussion with Fencomin will include economic, productive and
social issues, among others.

According to BNamericas, representatives from other ministries,
state organizations and state mining firm Comibol will attend
the discussions.

Topics that should be tackled as soon as possible are changes to
the mining code and the Complementary Mining Tax, the ministry
said in a statement.

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, miners had demanded that Bolivian President Evo
Morales abandon plans to make changes in the mining sector.  The
changes include a proposal on increasing the Complementary
Mining Tax, which will decrease revenues of large mining firms
and independent miners.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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


BV FINANCIERA: Moody's Puts Caa1 Rating on Class B Shares
---------------------------------------------------------
Moody's America Latina has assigned ratings of B3.br (Brazilian
National Scale) and Caa1 (Global Scale, Local Currency) to the
subordinated Class B shares issued by BV Financeira -- Fundo de
Investimento em Direitos Creditorios II (BV FIDC II or the
issuer), a securitization backed by a pool of auto loans
originated by BV Financeira SA -- Credito, Financiamento e
Investimento.

Moody's has also assigned ratings of Aaa.br (Brazilian National
Scale) and of Baa1 (Global Scale, Local Currency) to the senior
shares by BV FIDC II.

The ratings of the subordinated Class B shares reflect the
deeply subordinated priority of these securities in the fund's
waterfall, as compared to the senior and the subordinated Class
A shares, and the level of expected loss associated with the
subordinated shares when considering the return of principal by
the fund's final maturity date.

The ratings of the senior shares are based on these principal
factors:

     -- The 30% minimum credit enhancement provided through the
        subordinated Class A and Class B shares;

     -- The 1% minimum available net excess spread;

     -- The overall credit characteristics of the securitized
        pool of auto loans, which consists mostly of installment
        loan contracts associated mainly with used vehicles;

     -- The ability of BV Financeira to capably service the
        portfolio;

     -- BV Financeira's strong credit assessment and loan
        origination practices; and

     -- The transaction structure and its legal framework,
        including the bankruptcy remoteness of the issuer.

BV FIDC II is structured as a closed-ended receivables'
investment fund.  Its final tenor is five years from closing,
divided in:

     (i) a 24-month revolving period, in which all cash flows
         are used to make new purchases of auto loan
         receivables; and

     (ii) a 36-month controlled amortizing period, in which
          cash flows collected will be used sequentially to
          pay down interest and principal on the senior shares
          on a monthly basis.

Early wind-down triggers include pre-established maximum
delinquency and loss ratios on the securitized pool, as well as
in the event the issuer fails to maintain the 30% minimum
subordination ratio and the minimum net excess spread of 1% per
annum.

The collateral backing the transaction consists of a pool of
loans for the purchase of used and new cars originated by BV
Financeira that meet eligible criteria which include these
requirements among others:

     (i) loans must be current,

     (ii) loans must have at least one installment
          already paid, and

     (iii) maximum loan amount of BRL50,000 per obligor.

Credit enhancement of the senior shares includes a 30% minimum
subordination, which, together with a minimum net excess spread
of 1% per annum, will be available to mitigate risks like
prepayments, interest rate mismatches, in addition to the credit
losses in the loan portfolio.

Banco Bradesco S.A. (Ba3 long-term global foreign currency bank
deposits rating, A1 long-term local currency banks deposit
rating, Aaa.br National Scale local currency bank deposits
rating and a C- bank financial strength rating) will be the
master servicer of the transaction.  As such, it will be
responsible for verifying that all receivables meet the
eligibility criteria, monitoring the early amortization
triggers, in addition to managing all of the issuer's daily
financial and operating activities, among other duties.
Votorantim Asset Management DTVM Ltda. will act as the trustee.

The complete rating action is:

   Issuer: BV FIDC II

     -- Subordinated Class B Shares - rated B3.br
        (National Scale) and Caa1 (Global Scale,
        Local Currency).

     -- Senior Shares - rated Aaa.br (National Scale) and
        Baa1 (Global Scale, Local Currency); and

BV Financeira is the third largest originator of auto loans in
Brazil, with a total loan portfolio of about BRL10 billion (US$4
billion) as of December 2005.  BV Financeira operates through
approximately 16,000 certified dealers located in the South and
Southeast regions of Brazil, and focuses primarily on used
sedans and sport-utility vehicles, which account for about 92%
of BV Financeira's loan portfolio).  BV Financeira is 99.99%
controlled by Banco Votorantim SA (Aa1.br long-term national
scale local currency deposit rating, Ba1 long-term global local
currency deposit rating, Ba3 long-term global foreign currency
deposit rating, and a D+ bank financial strength rating).


DURA AUTOMOTIVE: Files Operating Report for Month Ended Jan. 28
---------------------------------------------------------------

         Dura Automotive Systems, Inc., and Subsidiaries
         Condensed Unaudited Consolidated Balance Sheet
                     As of January 28, 2007
                      (Dollars in thousands)

                              ASSETS

Current assets:
   Cash and cash equivalents                          US$24,238
   Accounts receivable, net
      Trade                                             131,287
      Other                                              17,969
      Non-Debtor subsidiaries                            19,351
   Inventories                                           82,513
   Other current assets                                  40,349
                                                     ----------
      Total current assets                              315,707
                                                     ----------

Property, plant and equipment, net                      177,214
Goodwill, net                                           249,927
Notes receivable from Non-Debtors subsidiaries          180,462
Investment in Non-Debtors subsidiaries                  790,647
Other noncurrent assets                                  26,996
                                                     ----------
Total Assets                                       US$1,740,953
                                                     ==========

        LIABILITIES AND NET LIABILITIES IN LIQUIDATION

Current liabilities:
   Debtors-in-possession financing                   US$165,000
   Accounts payable                                      33,904
   Accounts payable to Non-Debtors subsidiaries             811
   Accrued Liabilities                                   89,547
                                                     ----------
      Total current liabilities                         289,262
                                                     ----------
Long-term Liabilities:
   Notes Payable to Non-Debtors subsidiaries              8,429
   Other noncurrent liabilities                          80,862
Liabilities Subject to Compromise                     1,304,545
                                                     ----------
Total Liabilities                                     1,683,098

Stockholders' Investment                                 57,855
                                                     ----------
Total Liabilities and Stockholders' Investment     US$1,740,953
                                                     ==========

        Dura Automotive Systems, Inc., and Subsidiaries
   Condensed Unaudited Consolidated Statement of Operations
          For the Four Weeks Ended January 28, 2007
                      (Dollars in thousands)

Total sales                                           US$72,138
Cost of sales                                            72,563
                                                     ----------
Gross (loss) profit                                        (425)

Selling, general and administrative expenses              6,190
Facility consolidation, asset impairment
   and other charges                                        144
Amortization expense                                         34
                                                     ----------
Operating (loss) income                                  (6,793)

Interest expense, net                                     3,078
                                                     ----------
Loss before reorganization items and income taxes        (9,871)

Reorganization items                                      4,819
                                                     ----------
Loss before income taxes                                (14,690)

Provision for income taxes                                   17
                                                     ----------
Net Loss                                             (US$14,707)
                                                     ==========

        Dura Automotive Systems, Inc., and Subsidiaries
   Condensed Unaudited Consolidated Statements of Cash Flows
          For the Four Weeks Ended January 28, 2007
                      (Dollars in thousands)

Operating Activities:
Net loss                                             (US$14,707)
Adjustments to reconcile net loss to net cash used
   in operations activities:
      Depreciation, amortization & asset impairments      2,770
      Amortization of deferred financing fees               644
      Bad debts                                             (50)
      Unrealized foreign currency exchange rate lo         (771)
      Reorganization items                                4,819
Changes in other operating items:
   Accounts receivable                                   12,737
   Inventories                                           (2,737)
   Other current assets                                   2,331
   Noncurrent assets                                         49
   Accounts payable                                       1,814
   Accrued liabilities                                    8,608
   Noncurrent liabilities                                   (20)
   Current intercompany transactions                     (2,185)
                                                     ----------
Net cash (used in) provided by operating activities      13,302

Investing Activities:
Purchases of property, plant & equipment                   (823)
                                                     ----------
Net cash (used in) provided by investing activities        (823)

Financing Activities:
Payments on insurance premium installment financing      (1,029)
Debt issuance costs                                         (90)
                                                     ----------
Net cash used in financing activities                    (1,119)

Net increase (Decrease) in Cash & Equivalents            11,360

Cash & Cash Equivalent, Beginning Balance                12,878
                                                     ----------
Cash & Cash Equivalent, Ending Balance                US$24,238
                                                     ==========

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.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. 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 for the Debtors.  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.

The Debtors' exclusive plan-filing period expires on
March 21, 2007.  (Dura Automotive Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NET SERVICOS: Annual & Shareholders' Meeting Set for April 2
------------------------------------------------------------
NET Servicos de Comunicacao S.A. has invited its shareholders to
the Annual General and Extraordinary Shareholders' Meeting on
April 2, 2007, at 11 a.m. to deliberate on certain matters.

At the Annual General Meeting, the company will:

   a) examine management accounts, analyze, discuss and vote
      financial statement regarding fiscal year ended
      Dec. 31, 2006, with no dividends to distribute.

   b) elect the members of the Board of Directors and to
      establish management executive compensation.

   c) elect the members of the Fiscal Council and to establish
      their compensation.

At the Extraordinary Shareholders' Meeting, the company will:

   a) amend the wording of Article 5, caput, of the company's
      Bylaws in order to reflect the capital increase from
      BRL4,085,564,727.29 to BRL4,155,968,703.29, through the
      issuance of 1,146,354 voting shares and 1,881,774 non-
      voting shares, approved at the company's Board of
      Directors Meeting held on Feb. 1, 2007.

   b) consolidate the company's Bylaws.

Under the scope of Instruction CVM # 165/91, amended by
Instruction # 282/98, the percentage for the adoption of the
multiple voting processes for the election of members of the
Board of Directors is of 5% of the voting capital.

The shareholders participating in the Fungible Custody of
Registered Shares of the Stock Exchanges intending to
participate in this meeting must submit a statement issued until
March 28, 2007, containing their respective shareholding
provided by the custody agency.

Headquartered in Sao Paulo, Brazil, NET Servicos de Comunicacao
-- http://Nettv.globo.com/NETServ/br/home/indexNet.jsp?id=1--
is a subscriber TV multi-operator in Brazil, as it operates the
NET brand in major cities, including operations in the 4 largest
cities: Sao Paulo, Rio de Janeiro, Belo Horizonte and Porto
Alegre.

NET also offers Broadband Internet services through its NET
VIRTUA brand name.

                        *     *     *

Moody's America Latina assigned on May 22, 2006, a Baa2.br
Brazilian National Scale Rating and a B1 Global Local Currency
Rating to Net Servicos de Comunicacao S.A.'s BRL650 million
debentures due in 2011 issued in September 2005.  Concurrently,
Moody's Investors Service affirmed Net's B1 global local
currency scale corporate family rating.  Moody's said the
ratings outlook is stable.

                        *     *     *

As reported on Nov. 8, 2006, Standard & Poor's Rating Services
assigned its 'BB-' senior unsecured debt rating to the proposed
perpetual bonds (up to US$150 million) to be issued by Brazil's
largest cable pay-TV operator, Net Servicos de Comunicacao S.A.
The proceeds will be used primarily to fund additional
investments in the company's network and digital services.
NET's total debt amounted to BRL650 million (approximately
US$300 million) in September 2006.


TOWER AUTOMOTIVE: Files Amended General Motors Pact Under Seal
--------------------------------------------------------------
At the behest of Tower Automotive Inc. and its debtor-
affiliates, the U.S. Bankruptcy Court for the Southern District
of New York authorizes the Debtors to file their amended
agreement with General Motors Corp. and related exhibits under
seal.

All contents of the request and exhibit remain confidential, and
will not be available to the general public or any parties-in-
interest in the Debtors' Chapter 11 cases except upon the
express written consent of the parties.

The Debtors and General Motors previously settled, on a global
basis, all prepetition claims between them relating to the
Debtors' North American operations.  To effectuate that
settlement, the parties entered into a First Amended and
Restated Accommodation and Settlement Agreement, and four new
component supply agreements.

Howard P. Magaliff, Esq., at Togut, Segal & Segal LLP, in New
York, relates that the Accommodation and Supply Agreements were
filed under seal because they contain detailed information about
the relationship between GM and Tower Automotive, Inc., and
specific references to confidential information, including
pricing and related terms negotiated by the Debtors and GM.

Mr. Magaliff notes that the Debtors and GM have now reached an
agreement to resolve one last dispute arising under the
Accommodation Agreement, in connection with a vendor whose goods
were used by the Debtors to produce modules for GM at Tower's
former Lansing, Michigan, facility.

The present Agreement, as with the prior ones, requires the
parties to keep its terms confidential since the documents
contain classified information about the relationship between GM
and the Debtors, and specific references to confidential
information from the Accommodation Agreement, Mr. Magaliff says.
He adds that the Agreement will become effective after a final
Court ruling has been entered.

Mr. Magaliff submits that filing the request under seal is
warranted because, among other things, access to information
contained in the request would give the Debtors' competitors an
unfair advantage, and undermine the parties' ability to
successfully negotiate with other customers and suppliers about
similar issues.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen,
Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz,
Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP,
represent the Debtors in their restructuring efforts.  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed US$787,948,000 in total assets and US$1,306,949,000 in
total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower
Automotive Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Stutman Okayed as Panel's Conflicts Counsel
-------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorizes the Official
Committee of Unsecured Creditors appointed in Tower Automotive
Inc. and its debtor-affiliates' chapter 11 cases to retain
Stutman, Treister & Glatt, P.C., as its special conflicts
counsel, nunc pro tunc to Oct. 26, 2006.

As reported in the Troubled Company Reporter on Feb. 8, 2007,
due to the conflict that Akin, Gump, Strauss, Hauer & Feld, LLP,
the Creditors Committee's bankruptcy counsel, had in the
adversary proceeding between Tower Automotive Mexico and Grupo
Proeza, S.A. DE C.V., Stutman Treister provided services to the
Committee in connection with the Proeza Litigation, immediately
upon the Committee's request in October 2006.

Although the Proeza Litigation will soon be dismissed, the
Creditors Committee had requested that Stutman Treister continue
to serve as conflicts counsel.

Specifically, Stutman Treister's services will include assisting
the Creditors Committee in potential plan confirmation disputes
where Akin Gump possesses an actual or potential conflict of
interest.

Stutman Treister's employment does not include appearances
before any court or agency other than the Bankruptcy Court or
the provision of advice on international taxation issues,
securities, torts, environmental, labor, or criminal law.
Stutman Treister represents only the Creditors Committee, not
its individual members.

Stutman Treister will be paid for its services in accordance
with its hourly rates for professionals and paraprofessionals:

   Billing Category           Hourly Rate
   ----------------           -----------
   Shareholders               US$450 - US$775
   Of Counsel                 US$395 - US$750
   Associates                 US$250 - US$385

   Paralegals                    US$190
   Law Clerks                 US$160 - US$215

The professionals currently expected to have primary
responsibility for providing services to the Committee are:

   Professional               Hourly Rate
   ------------               -----------
   Jeffrey C. Krause, Esq.    US$640 - US$675
   Eric D. Goldberg, Esq.     US$550 - US$575
   Gregory K. Jones, Esq.     US$395 - US$425

Jeffrey C. Krause, Esq., a member at Stutman Treister, assured
the Court that his firm and all of its attorneys are
disinterested persons who do not hold or represent an interest
adverse to the Debtors' estates and do not have any connection
with the Debtors, their creditors, the Committee, or any other
parties-in-interest in the Debtors' Chapter 11 cases.

Mr. Krause disclosed that his firm represented certain members
of the Creditors Committee and some creditors in discrete
matters entirely unrelated to the Debtors or the Debtors'
Chapter 11 cases.  In addition, Mr. Krause said he was
previously a partner of Akin Gump for a little more than two
years -- he resigned from Akin Gump effective Dec. 31, 2001.
Gregory K. Jones was previously employed by Akin Gump between
January 2000 and March 2002.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen,
Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz,
Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP,
represent the Debtors in their restructuring efforts.  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed US$787,948,000 in total assets and US$1,306,949,000 in
total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower
Automotive Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Posts US$18.9 Million Net Loss in January 2007
----------------------------------------------------------------

             Tower Automotive, Inc., and Subsidiaries
               Unaudited Consolidated Balance Sheet
                      As of January 31, 2007
                          (In Thousands)

Cash and cash equivalents                              US$1,248
Accounts receivable                                     102,595
Inventories                                              43,754
Prepaid tooling and other                                30,186
                                                    ------------
TOTAL CURRENT ASSETS                                    177,783
                                                    ------------
Property, plant and equipment, net                      468,949
Investment in and advances to affiliates                781,732
Other assets, net                                        36,918
                                                    ------------
TOTAL ASSETS                                       US$1,465,382
                                                    ============

CURRENT LIABILITIES NOT SUBJECT TO
    COMPROMISE:
Current maturities of L-T debt and capital lease           US$3
    obligations
Current maturities of DIP borrowings                    640,400
Accounts payable                                        100,490
Accrued liabilities                                      96,201
                                                    ------------
    TOTAL CURRENT LIABILITIES                            837,094
                                                    ------------
Liabilities subject to comprise:                      1,296,219

Non-Current Liabilities Not Subject to
    Compromise:
Long-term debt, net of current maturities                84,751
Other non-current liabilities                            20,131
                                                    ------------
TOTAL LIABILITIES                                     2,238,195
                                                    ------------
STOCKHOLDERS' DEFICIT:                                 (772,813)
                                                    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT:       US$1,465,382
                                                    ============

             Tower Automotive, Inc., and Subsidiaries
                Unaudited Statement of Operations
                      January 1 to 31, 2007
                          (In Thousands)

Revenues                                              US$81,750
Cost of sales                                            83,860
                                                    ------------
Gross profit                                             (2,110)

Selling, general and administrative                       5,499
    expenses
Restructuring & asset impairment                          1,395
    charges, net
Other operating income                                      391
                                                    ------------
Operating income (loss)                                  (9,395)

Interest expense                                          9,292
Interest income                                            (103)
Intercompany interest (income)/expense                   (2,711)
Chapter 11 and related reorganization items               2,881
                                                    ------------
Income (loss) before provision for income               (18,754)
    taxes, equity in earnings of joint
    ventures, and minority interest

Provision (benefit) for income taxes                        191
Income (loss) before equity in earnings of              (18,945)
    joint ventures
Equity in earnings of joint ventures, net of tax              -
                                                    ------------
NET INCOME/(LOSS)                                    (US$18,945)
                                                    ============

             Tower Automotive, Inc., and Subsidiaries
                Unaudited Statement of Cash Flows
                      January 1 to 31, 2007
                          (In Thousands)

OPERATING ACTIVITIES:
Net loss                                             (US$18,945)

Adjustments required to reconcile net loss
    to net cash provided by (used in)
    operating activities:

Chapter 11 & related reorganization items, net              870
Restructuring and asset impairment, net                     186
Depreciation                                              7,694
Equity in earnings of joint ventures, net                     -
Change in working capital & other operating items       (32,514)
                                                    ------------
Net cash provided by (used in) operating                (42,709)
    activities:

INVESTING ACTIVITIES:
Cash disbursed for purchase of property,                 (7,147)
  plant and equipment
                                                    ------------
Net cash used for investing activities                   (7,147)

FINANCING ACTIVITIES:
Proceeds from non-DIP borrowings                              -
Repayments of non-DIP borrowings                             (1)
Borrowings from DIP credit facility                     126,000
Repayments of borrowings from DIP facility              (80,600)
                                                    ------------
Net cash provided by (used in) financing                 45,399
    activities
                                                    ------------
Net change in cash and cash equivalents                  (4,457)
                                                    ------------
Cash and Cash Equivalents, beginning of period            5,705
                                                    ------------
Cash and Cash Equivalents, end of period               US$1,248
                                                    ============

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen,
Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz,
Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP,
represent the Debtors in their restructuring efforts.  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed US$787,948,000 in total assets and US$1,306,949,000 in
total debts.  (Tower Automotive Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRANSAX INT'L: David Bouzaid Resigns from Board of Directors
------------------------------------------------------------
Transax International Limited's Board of Directors reported that
it accepted the resignation of David Bouzaid as a member of the
board effective Mar. 9, 2007.

Mr. Bouzaid's resignation is a result of an unrelated
contractual arrangement that precludes Mr. Bouzaid from holding
any directorship position in a public company.

              About Transax International Limited

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

At Sept. 30, 2006, the company's balance sheet showed
US$2,003,214 in total assets, US$6,179,904 in total liabilities,
resulting in a US$4,176,690 in total stockholders' deficit.


USINAS SIDERURGICAS: Will Do Well in 2007, Says Unibanco
--------------------------------------------------------
Brazil's brokerage Unibanco Corretora said in a report that it
is upbeat on Usinas Siderurgicas de Minas Gerais' outlook this
year due to positive demand for the latter's products.

According to Unibanco Corretora's report, a 5% price boost in
heavy plates within Brazil will cause a strong impact in 2007.
Brazil's growth acceleration plan will increase the need for
steel products.

International prices of flat steel are increasing successively,
Business News Americas relates, citing Unibanco Corretora.

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

The Troubled Company Reporter - Asia Pacific reported on
Jan. 3, 2007, that Standard & Poor's Ratings Services revised
its outlook on Brazil-based steelmaker Usinas Siderurgicas de
Minas Gerais S.A., aka Usiminas, to positive from stable.
Standard & Poor's also said that it affirmed its 'BB+' local and
foreign currency corporate credit ratings on Usiminas.




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


FLOREAT FUND: Will Hold Last Shareholders Meeting on April 30
-------------------------------------------------------------
The Floreat Fund Ltd. will hold its final shareholders meeting
on April 30, 2007, at 9:00 a.m., at:

          Close Brothers (Cayman) Limited
          4th Floor Harbour Place
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      the winding up has been conducted and how the property has
      been disposed of, as at final winding up on
      April 30, 2007; and

   2) authorize the liquidator to retain the records
      of the company for a period of six years from the
      dissolution of the company, after which they may
      be destroyed.

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

The liquidator can be reached at:

         Linburgh Martin
         Attention: Kim Charaman
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034
         George Town, Grand Cayman
         Cayman Islands
         Tel: (345) 949 8455
         Fax: (345) 949 8499


MILKY WAY: Sets Last Shareholders Meeting for April 19
------------------------------------------------------
Milky Way Company Ltd. will hold its final shareholders
meeting on April 19, 2007, at 10:00 a.m., at:

          9490 Vaduz
          Principality of Liechtenstein

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted and how the property has
      been disposed; and

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

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

The liquidator can be reached at:

         Verduro Associated Ltd.
         Pasea estate
         P.O. Box 3149
         Road Town, Tortola
         British Virgin Islands


MILKY WAY: Proofs of Claim Must be Filed by April 19
----------------------------------------------------
Milky Way Company Ltd.'s creditors are given until
April 19, 2007, to prove their claims to Verduro Associated
Ltd., the company's liquidator, or be excluded from receiving
any distribution or payment.

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

Milky Way's shareholder decided to place the company into
voluntary liquidation under The Companies Law (2004 Revision) of
the Cayman Islands.

The liquidator can be reached at:

       Verduro Associated Ltd.
       Pasea Estate
       P.O. Box 3149
       Road Town, Tortola
       British Virgin Islands
       Attention: Truman Bodden & Company
       Tel: +345 914-4629
       Fax: +345 815-0566


POWER LINE: Will Hold Last Shareholders Meeting on April 19
-----------------------------------------------------------
Power Line Co. Ltd. will hold its final shareholders meeting on
April 19, 2007, at 10:00 a.m., at:

          9490 Vaduz
          Principality of Liechtenstein

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted and how the property has
      been disposed; and

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

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

The liquidator can be reached at:

         Verduro Associated Ltd.
         Pasea estate
         P.O. Box 3149
         Road Town, Tortola
         British Virgin Islands


POWER LINE: Proofs of Claim Filing Deadline Is April 19
--------------------------------------------------------
Power Line Co. Ltd.'s creditors are given until April 19, 2007,
to prove their claims to Verduro Associated Ltd., the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Power Line's shareholder decided to place the company into
voluntary liquidation under The Companies Law (2004 Revision) of
the Cayman Islands.

The liquidator can be reached at:

       Verduro Associated Ltd.
       Pasea Estate
       P.O. Box 3149
       Road Town, Tortola
       British Virgin Islands
       Attention: Truman Bodden & Company
       Tel: +345 914-4629
       Fax: +345 815-0566


SEASONS CORE: Will Hold Last Shareholders Meeting on April 30
-------------------------------------------------------------
Seasons Core Plan Asset Fund, Ltd. will hold its final
shareholders meeting on April 30, 2007, at 9:00 a.m., at:

          Close Brothers (Cayman) Limited, 4th
          Floor Harbour Place, George Town
          Grand Cayman, Cayman Islands

These agendas will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted and how the property has
      been disposed, by the final winding up on April 30, 2007;
      and

   2) authorize the liquidator to retain the records
      of the company for a period of six years from the
      dissolution of the company, after which they may
      be destroyed.

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

The liquidator can be reached at:

         Linburgh Martin
         Attention: Kim Charaman
         Close Brothers (Cayman) Limited
         Fourth Floor, Harbour Place
         P.O. Box 1034
         George Town, Grand Cayman
         Cayman Islands
         Tel: (345) 949 8455
         Fax: (345) 949 8499




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


PHELPS DODGE: Freeport Prices Notes Offering to Finance Buy
-----------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. reported the pricing of
senior unsecured notes as part of the US$17.5 billion of debt
financing for the pending acquisition of Phelps Dodge Corp.  The
financing is comprised of US$16 billion in funded debt,
including US$10 billion in senior secured term loans and US$6
billion in senior unsecured notes.

In addition, Freeport-McMoRan has a US$1.5 billion senior
secured revolving credit facility, which is expected to be
undrawn at closing.

Freeport-McMoRan will use the net proceeds from these offerings
to fund a substantial portion of the cash consideration of its
acquisition of Phelps Dodge and to pay related fees and
expenses.  The closing of each of the senior notes offering and
the senior secured credit facility is conditioned on Freeport-
McMoRan's acquisition of Phelps Dodge.  As previously announced,
shareholders of both companies separately approved Freeport-
McMoRan's acquisition of Phelps Dodge at special meetings held.
Freeport-McMoRan expects the financing and acquisition
transactions to close on March 19, 2007.

The joint book-running managers for the senior notes offering
are JPMorgan and Merrill Lynch & Co.  JPMorgan and Merrill Lynch
are also the joint lead arrangers and joint book-running
managers in respect of the Term A loan, the Term B loan and the
revolver.

          About Freeport-McMoran Copper & Gold Inc.

Freeport-McMoRan Copper & Gold Inc. is a Louisiana based
producer of copper and gold through its Grasberg mine in
Indonesia.  Freeport's revenue in 2006 was US$5.8 billion.

                 About Phelps Dodge Corp.

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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2007, Moody's Investors Service affirmed the B1 (LGD4,
63%) rating on Phelps Dodge's Cyprus Amax notes and on Phelps
Dodge's other existing senior unsecured notes.

Moody's also assigned a B2 (LGD5, 88%) senior unsecured rating
to Freeport-McMoRan Copper & Gold Inc.'s US$6 billion notes
issue.  The notes will be unsecured and unguaranteed obligations
of Freeport-McMoRan.  Moody's also affirmed Freeport's Ba3
corporate family rating and its other ratings:

   -- the Baa3 (LGD1, 1.0%) senior secured rating on
      Freeport-McMoRan's US$500 million secured revolver;

   -- the Ba2 (LGD2, 29%) senior secured ratings on each of
      Freeport-McMoRan's US$1 billion secured revolver, US$2.5
      billion secured Term Loan A, and US$7.5 billion secured
      Term Loan B; and

   -- the Ba2 (LGD2, 29%) rating on Freeport-McMoRan's existing
      6.875%, 10.125% and 7.20% senior unsecured notes.


REVLON INC: Posts US$5.5 Million Net Loss in Fourth Quarter 2006
----------------------------------------------------------------
Revlon Inc. reported its results for the fourth quarter and full
year ended Dec. 31, 2006

Net loss for the fourth quarter was US$5.5 million against net
income of US$64.3 million in the fourth quarter of 2005.  Net
loss for the full year was US$251.3 million versus a net loss of
US$83.7 million in 2005.

                    Fourth Quarter Results

The company's net sales in the fourth quarter of 2006 declined
to US$378.9 million, compared with net sales of US$437.8 million
in the fourth quarter of 2005.  This decline was primarily
driven by lower shipments, partially offset by lower returns,
allowances and discounts.  Excluding the favorable impact of
foreign currency, net sales in the fourth quarter of 2006
declined 13.8% versus year-ago.  The fourth quarter of 2005
benefited significantly from the sell-in associated with the
complete re-stage of the Almay brand and the launch of the Vital
Radiance brand.

                        U.S. Net Sales

Net sales for the quarter declined to 227.1 million, versus
US$286.3 million in the fourth quarter of 2005.  This
performance was driven by lower shipments in color cosmetics,
partially offset by lower returns, allowances and discounts, and
higher shipments in the beauty care businesses.  As noted above,
the fourth quarter of 2005 benefited significantly from the
sell-in associated with the Almay re-stage and the launch of
Vital Radiance.

                    International Net Sales

Net sales for the quarter were essentially even at US$151.8
million, versus US$151.5 million in the fourth quarter of 2005.
Double-digit growth in Latin America was offset by low-single-
digit declines in Asia Pacific and Europe.  Excluding the impact
of foreign currency translation, International net sales in the
quarter declined by approximately one percentage point versus
year-ago.

Operating income in the fourth quarter was US$70.1 million,
against operating income of US$99.6 million in the fourth
quarter of 2005.  Adjusted EBITDA in the fourth quarter of 2006
was US$108.2 million, compared with Adjusted EBITDA of US$126.8
million in the same period last year.  Operating income and
Adjusted EBITDA in the fourth quarter of 2006 were negatively
impacted by US$20.8 million and US$9.7 million, respectively, as
a result of the previously announced February 2006 and September
2006 restructuring programs and the discontinuance of the Vital
Radiance brand.

Net loss in the fourth quarter of 2006 was US$5.5 million
compared with net income of US$64.3 million in the fourth
quarter of 2005.

Net cash used for operating activities in the fourth quarter of
2006 was US$13.9 million, compared with net cash used for
operating activities of US$23.8 million in the fourth quarter of
2005.  This performance reflected the higher net loss in the
fourth quarter of 2006, offset by an overall improvement in the
levels of working capital.

During the quarter, the company continued to successfully
implement its disclosed organizational streamlining, as well as
its previously disclosed discontinuance of Vital Radiance, which
did not maintain an economically feasible retail platform for
future growth.  Revlon reiterated its belief that the
restructuring actions taken during 2006 and the discontinuance
of Vital Radiance will accelerate the company's path to
becoming net income and cash flow positive.  The total impact
of restructuring charges, Vital Radiance and executive severance
negatively impacted full year 2006 operating profitability by
approximately US$145 million and Adjusted EBITDA by
approximately US$123 million.

Revlon President and Chief Executive Officer David Kennedy
stated, "Our results for the year reflect the important and
costly decisions we have made to position Revlon for future
success.  We are fortunate to have such a strong portfolio of
brands, particularly the Revlon brand, which we intend to fully
leverage going forward.  As we move into 2007, we will continue
to concentrate on bringing innovation and excitement to the
market in a way that is intensely focused on improving our
profitability and cash flow.  We remain confident in our ability
to achieve Adjusted EBITDA of approximately US$210 million in
2007."

                       Recent Financing

In December 2006, the company successfully refinanced its
2004 credit agreement and extending the maturity of the credit
agreement to January 2012.  In refinancing the credit agreement,
the company entered into a new US$840 million term loan facility
with a maturity of January 2012 and an amended and restated
revolving credit agreement, extending the maturity of the
existing US$160 million multi-currency revolving credit facility
through January 2012.  The interest rate on the new term loan
facility, which was fully drawn at Feb. 28, 2007, was reduced
by 200 basis points.  The interest rate on the revolving credit
facility, which was undrawn at Feb. 28, 2007, was reduced
by 50 basis points.

In January 2007, the company completed a significantly over-
subscribed US$100 million rights offering, which it launched in
December 2006.  The proceeds from the offering were used to
redeem US$50 million in aggregate principal amount of its 8-/8%
Senior Subordinated Notes, reducing the outstanding balance of
these notes to US$167.4 million, and to repay all of the
approximately US$43.3 million of indebtedness then outstanding
in January 2007 under the revolving credit facility, with the
balance of approximately US$5 million, after fees and expenses,
being available for general corporate purposes.  Also, effective
upon the consummation of the US$100 million rights offering,
US$50 million of the line of credit from MacAndrews & Forbes
will remain available through Jan. 31, 2008.

A full-text copy of Revlon's regulatory filing is available for
free at http://ResearchArchives.com/t/s?1b55

                      About Revlon Inc.

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company's vision is to deliver the
promise of beauty through creating and developing the most
consumer preferred brands.  The company's brands include
Revlon(R), Almay(R), Vital Radiance(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).  The company's Latin American
operations are located in Argentina, Brazil, Chile, Mexico and
Venezuela.

On Dec. 31, 2006, the company's balance sheet showed a
stockholders' deficit of US$1,229,800,000, compared to a deficit
of US$1,095,900,000 on Dec. 31, 2005.


SMURFIT KAPPA: Raises EUR1.3 Billion from Dual-Listing IPO
----------------------------------------------------------
Smurfit Kappa Group Ltd. raised EUR1.3 billion from its initial
public offering in the Irish and British stock exchanges, Louisa
Nesbitt and Elisa Martinuzzi write for Bloomberg News.

Smurfit offered the shares at EUR16.5 each, valuing the company
at around EUR3.4 billion, Bloomberg News relates.  The company
sold a total of 78.8 million new shares, taking subscriptions at
prices between EUR14 to EUR18.

Gary McGann, Smurfit chief executive, told The Associated Press
that oversubscription of the shares means the company could have
priced them at around EUR18.   However, Mr. McGann added, the
company wanted "to leave some value there and give upside to
investors out of the box."

The IPO, which offered new shares equivalent to 38.3% of the
Smurfit's expanded share capital, would dilute the stakes of
exiting owners CVC Capital Partners, Cinven Ltd. and Madison
Dearborn, AP relates.  Prior to the IPO, Madison Dearborn
controlled a 47% stake, and Cinven Ltd. and CVC held 21% each.
The shareholders, which did not sell any share in the IPO,
agreed to retain their stakes for at least six months.

Jens Peers of KBC Asset Management Ltd. and a participant in the
IPO told Bloomberg News that there would be "some upside in the
shares" in the next three to six months.  After that period, Mr.
Peers added, Smurfit's owners will cut their stakes as paper
industry nears its peak.

Bloomberg News relays that the IPO coincided with a recovery in
demand and prices for containerboard and corrugated packaging,
which helped boost Smurfit's revenue by 42% in the last quarter
of 2006.

                      EUR4.5 Billion Debt

Smurfit plans to use the proceeds from the IPO to trim the
company's EUR4.5 billion debt.  The debt stemmed from the buyout
deal in 2002, when Madison Dearborn paid EUR3.8 billion for
Jefferson Smurfit in 2002 and later merged the firm with Kappa,
owned by CVC and Cinven, in 2006, Blooomberg News relates.

The merged company then sold investments including Sweden's
Munksjoe AB and Irish golf and hotel complex the K Club,
Bloomberg News adds.  Smurfit then sold its European mills to
gain European Commission's approval for Kappa merger and shut
facilities to cut output.

                  About Smurfit Kappa Group

Headquartered in Dublin, Ireland, Smurfit Kappa Group --
http://www.smurfit-group.com/-- manufactures containerboard
containerboard and converts it into corrugated cases, folding
cartons, paper sacks, tubes, and composite cans. Other products
include boxboard, sack kraft paper, and printing and writing
paper.  The company produces 6 million tons of paper annually
and has 300 facilities worldwide.  In Latin America, the company
operates in Argentina, Brazil, Chile, Colombia, Costa Rica,
Dominican Republic, Ecuador, Mexico and Venezuela.

                        *     *     *

In a TCR-Europe report on Feb. 19, Standard & Poor's Ratings
Services maintained its credit ratings, including its 'B+' long-
term corporate credit rating, on Ireland-based paper and
packaging company Smurfit Kappa Group Ltd. and related entities
on CreditWatch with positive implications.

Subject to a successful completion of the group's announced
EUR1.3 billion IPO to be used for repayments of part of its high
cost debt, the corporate credit rating on Smurfit Kappa will be
raised by one notch to 'BB-' with subsequent one-notch uplifts
for the secured and unsecured debt ratings.  The recovery rating
is expected to remain unchanged.

As reported in the TCR-Europe on June 30, 2006, Fitch Ratings
affirmed Smurfit Kappa Acquisitions' Issuer Default Rating at
'B+'.  At the same time the agency affirmed the instrument
ratings.  A Stable Outlook has been assigned.

The stable outlook assigned to Smurfit Kappa Group's ratings
reflects Fitch's view that EBITDA will return to growth during
the course of 2006 and that SKG will be in a position to
generate significant cashflow for debt repayment from 2007-8.


SMURFIT KAPPA: S&P Hikes Ratings to BB- on Successful IPO
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
corporate credit rating on Ireland-based paper and packaging
company Smurfit Kappa Group Ltd. to 'BB-' from 'B+'.

In addition, all other long-term corporate credit, secured, and
unsecured ratings on the company and related entities were
raised by one notch.  At the same time, all ratings were removed
from CreditWatch where they were placed with positive
implications on Jan. 10, 2007.  The outlook is stable.  Standard
& Poor's also affirmed the recovery rating of '3' on two group
facilities.

"The upgrade reflects the group's successful pricing of a
EUR1.3 billion IPO to be used to repay part of its high cost
debt.  This will materially improve Smurfit Kappa's financial
profile," said Standard & Poor's credit analyst Alf Stenqvist.

At the end of December 2006, Smurfit Kappa had adjusted debt of
about EUR5.8 billion, including unfunded postretirement
liabilities and estimated operating leases, resulting in an
adjusted debt to EBITDA in 2006 of about 6.7x. On a pro forma
basis allowing for the IPO related debt repayments the ratio
would have been about 5.3x in 2006.

The group's credit measures are expected to continue to improve
in 2007, thanks to a gradually improving operating performance.
This is a result of improving market conditions and benefits
from a rationalization program, which is offsetting higher input
costs.  This should also improve the group's free cash flow
generation, which is expected to remain clearly positive,
excluding cash restructuring costs. Nevertheless, Smurfit
Kappa's financial profile is expected to continue to constrain
the ratings, with adjusted debt to EBITDA ranging between 4.0x-
5.0x and adjusted funds from operations to debt averaging about
15% over the medium to longer term.

At the new rating level, the ratings on Smurfit Kappa and its
related entities reflect the group's improved financial
position, despite a still aggressive financial profile, as well
as cyclical industry conditions.  These risk factors are
balanced by the group's satisfactory business risk profile,
which is supported by its leading position in the European
containerboard and corrugated board markets, good geographical
diversification, and high level of forward integrated
operations.




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


BBVA COLOMBIA: Moody's Withdraws All Ratings
--------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
BBVA Colombia SA for business reasons.  The bank has no rated
foreign currency debt outstanding.

These ratings were withdrawn:

   -- Long-term Foreign Currency Deposit Rating:
      Ba3, with stable outlook

   -- Short-term Foreign Currency Deposit Rating:
      Not Prime

   -- Bank Financial Strength Rating:
      D, with positive outlook

This action does not reflect a change in BBVA Colombia's
creditworthiness.  BBVA Colombia, the third largest Colombian
bank, had total assets of US$6.1 billion as of Jan. 31, 2007.

Headquartered in Bogota, Colombia, BBVA Colombia --
http://www.bbva.com.co/-- is engaged in the holding and
accomplishment of all operations, acts and contracts of banking
establishments.  It is 95.16% owned by Banco Bilbao Vizcaya
Argentaria.


* COLOMBIA: World Bank's Board Approves US$194.8-Million Loan
-------------------------------------------------------------
The World Bank's Board of Directors approved two loans to
Colombia for a total of US$194.8 million to support a nationwide
poverty reduction program, and improve the quality of water and
sanitation services in the Department of La Guajira.

"Both of these projects will directly support Colombia's poverty
reduction efforts," said Makhtar Diop, acting World Bank Country
Director for Colombia and Mexico.  "One of them will do so by
strengthening the country's social safety net and investing in
human capital, while the other project will provide essential
water and sanitation services to La Guajira's poor," he added.

                 Social Safety Net Project

The US$104.8 million in additional financing for the Social
Safety Net Project will help expand the successful Familias en
Acci¢n conditional cash transfer program to poor families.  The
program disburses cash transfers (grants) to poor families
linked to compliance with key human development
conditionalities, such as school attendance and health check-
ups.  The additional financing will enable the program to expand
the current number of beneficiaries (nearly 600,000) to about
one million.

The original Social Safety Net Project was supported by a
US$86.4 million World Bank loan approved in Nov. 1, 2005.  The
additional resources reflect the decision of the Government of
President Alvaro Uribe to expand the program by mid-2007.  To
date, the program has increased school attendance rates by 7
percentage points in rural areas and 5 percentage points in
urban areas.  In addition, there were improvements in the health
and nutrition status of children, particularly in rural areas.

The US$104.8 million, fixed-spread loan is repayable in 13
years, including nine years of grace.

          La Guajira Water and Sanitation Infrastructure
                  and Service Management Project

The second loan for US$90 million will finance the La Guajira
Water and Sanitation Infrastructure and Service Management
Project, which will provide basic water supply and sanitation
services to the Department of La Guajira's urban areas,
benefiting about 300,000 people.  In addition, the project will
improve service sustainability by supporting utility
institutional performance and delivering the necessary water and
sanitation infrastructure.

With a population of 520,000 -- approximately 42% of whom are
indigenous people -- La Guajira is one of the least developed
and most impoverished of Colombia's 32 departments. Despite
being one of the richest regions in the country in terms of
natural resources, basic services are largely underdeveloped in
both urban and rural areas.  At the same time, investment in
infrastructure has been inadequately planned and poorly
maintained.  Of the many development challenges faced by the
department, the water and sanitation sector is the most pressing
one given that water is scarcely available in most areas of the
department.

The project will benefit primarily poor households by supporting
the following activities:

   -- Providing new water and sanitation connections to an
      unserved population of about 90,000;

   -- Improving service quality to 300,000 people;

   -- Implementing a small pilot rural water supply and
      sanitation sub-project to provide basic services to 11-16
      rural communities; and

   -- Defining an overall strategy for water supply and
      sanitation for the department including indigenous
      communities.

Because the issue of governance remains a key impediment to the
improvement in the quality of water services in La Guajira, this
project will put in place mechanisms to improve sector
management and governance, including improved transparency and
accountability.

This US$90 million, fixed-spread loan is repayable in 16 years,
including four years of grace.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 8, 2007, Standard & Poor's lifted the country's foreign
credit to BB+ from BB.  Colombia's local currency debt rating
was raised to BBB+ from BBB.




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


ALCATEL-LUCENT: Unveils 3G & Mobile TV Access in Germany
--------------------------------------------------------
Alcatel-Lucent demonstrating, for the first time in Germany,
seamless access on a single device to a selection of Mobile TV
channels delivered via either 3G or broadcast networks,
including German language channels RTL Mobile TV, National
Geographic Channel and Eurosport.

This demonstration, which is taking place in Alcatel-Lucent's
premises in Stuttgart in front of representatives from German
operators and TV broadcasters, is based on the new DVB-SH mobile
broadcast standard using the S-Band.

Thanks to Alcatel-Lucent's Mobile interactive TV solution, users
are also able to interact with the content of all the 3G and
broadcast Mobile TV channels available on the terminal.  This
achievement is opening the way to a truly interactive and
personalized Mobile TV experience for the mass market and to the
provisioning of new services offered as a complement to Mobile
TV such as voting, content downloading or mobile commerce.
These features also enable the delivery of personalized
advertisements to mobile TV viewers.

For the first time in Germany, Alcatel-Lucent is also
demonstrating plain broadcast Mobile TV in the S-Band using
SAGEM myMobileTV handsets.

"Germany is a key market for the roll-out of mass market Mobile
TV in Europe," Olivier Coste, President of Alcatel-Lucent's
Mobile broadcast activities.  "Following the adoption during
3GSM of DVB-SH by DVB Project and the EC Decision on the use of
a harmonized 2.2 GHz spectrum for EU-wide hybrid Mobile TV
services, our Stuttgart's demonstration definitely positions
Alcatel-Lucent's Unlimited Mobile TV solution as a serious
option for all operators willing to deploy their Mobile TV
strategies in Europe."

Unique DVB-SH features allowing reception quality enhancement
under difficult and mobility conditions are demonstrated.  The
improved Mobile TV user experience made possible by these
features will allow operators to offer a universal high-quality
Mobile TV service that users are ready to pay for.

Alcatel-Lucent is committed to support service providers in
delivering a truly converged TV experience.  Alcatel-Lucent has
already established a leading position in interactive TV
services, and already enables TV, video and music services for
more than 110 fixed and mobile service providers around the
world.

Demonstrated DVB-SH technical features:

   -- Reception Antenna Diversity: a feature using two antennas
      inside the same mobile device, enabling improvements in
      the signal quality under difficult conditions;


   -- Improved Time Interleaving: a feature overcoming fading
      impairment, providing significant quality enhancement in
      mobility conditions.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work, and on the move.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

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

                        *     *     *

As of Feb. 7, 2007, Alcatel-Lucent's Long-Term Corporate Credit
rating and Senior Unsecured Debt carry Standard & Poor's BB
rating.  It's Short-Term Corporate Credit rating stands at B.

Moody's on the other hand put a Ba2 rating on Alcatel's
Corporate Family and Senior Debt rating.  Lucent carries Moody's
B1 Senior Debt rating and B2 Subordinated debt & trust preferred
rating.

Fitch rates Alcatel's Issuer Default Rating and Senior Unsecured
Debt rating at BB.


ALCATEL-LUCENT: Names Christian Reinaudo as European Ops Chief
--------------------------------------------------------------
Alcatel-Lucent appointed Christian Reinaudo as the President of
the company's European activities.   He will also continue in
his current role as Integration Program Office leader and
Steering Council Member.  His new responsibility is effective
immediately.

In line with Alcatel-Lucent's business model, regional
presidents are responsible for customer relationships, achieving
sales, managing the overall sales process as well as the
regional operations.

Before his current role as Corporate Executive Vice-President in
charge of the Integration Program Office, Mr. Reinaudo led the
Alcatel Optics Group for four years and then led Alcatel's Asia
Pacific Operations for three years.  Christian Reinaudo has been
a member of the Alcatel Executive Committee since 2000.

Vin Molinaro, President of Europe for Alcatel-Lucent since
Dec. 1, 2006, has decided to leave the company for personal
reasons.

                      About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work, and on the move.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

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

                        *     *     *

As of Feb. 7, 2007, Alcatel-Lucent's Long-Term Corporate Credit
rating and Senior Unsecured Debt carry Standard & Poor's BB
rating.  It's Short-Term Corporate Credit rating stands at B.

Moody's on the other hand put a Ba2 rating on Alcatel's
Corporate Family and Senior Debt rating.  Lucent carries Moody's
B1 Senior Debt rating and B2 Subordinated debt & trust preferred
rating.

Fitch rates Alcatel's Issuer Default Rating and Senior Unsecured
Debt rating at BB.


US AIRWAYS: ALPA Says Inability to Merge Affecting Passengers
-------------------------------------------------------------
The Air Line Pilots Association, International, said in its
website that operational debacles are nothing new at US Airways,
only now; the passengers are suffering alongside labor as a
result of management's inability to merge America West and US
Airways.

The pilots of America West and US Airways, both of whom are
represented by the Air Line Pilots Association, International,
have been working for nearly a year-and-a-half to achieve a
fair, single agreement, which would be a significant step in
merging the two operations.  However, management continues to
thwart the process by passing bankruptcy-era proposals and
seeking ways to circumvent the pilots' agreements to illegally
merge the two airlines on the cheap.

Noting the disturbing trend of long lines and delayed, rerouted
or cancelled flights, the America West and US Airways pilots
have urged senior management to focus on merging the two
airlines.  Instead, management has disregarded the pilots'
concerns to chase their dream of building a bigger airline.
Following the failed merger attempt with Delta Air Lines Inc.,
US Airways management bunkered down and recently emerged to
demonstrate their ineptitude when they bypassed the pilots'
agreements and illegally eliminated America West's HP designator
code from reservation systems, listing all flights as a US
Airways flight.  While the pilots are now fighting this action -
- and similar contract violations -- under the Railway Labor
Act, the passengers have no such recourse and were left
literally holding their bags for hours.

"No amount of whitewashing by management can cover the fact that
the daily operations of US Airways are appalling," America West
Master Executive Council Chairman Captain John McIlvenna said.
"Last week's disastrous attempt to merge the reservation systems
after violating our agreements was just the tip of the iceberg.
Until management gets serious about negotiations and meets us at
the bargaining table with proposals that recognize our
contributions, America West and US Airways will continue to
operate separately to the detriment of our passengers, investors
and employees."

"The US Airways pilots share the frustrations of our passengers,
who are realizing that US Airways is long on promises and short
on delivery, as they learned last week during the disastrous
reservation systems switchover.  Just as management promised our
customers 'military precision' during the reservation systems
merger, they promised the pilots a single contract.  We're still
waiting.  We sincerely hope that our passengers don't have to
wait as long as we do," US Airways Master Executive Council
Chairman Captain Jack Stephan said.

Reaching a fair, single collective bargaining agreement with the
pilots would go a long way toward merging the two operations and
eliminating many of the problems encountered by running two
separate airlines, which has prohibited passengers, investors
and employees from capitalizing on the synergies the merger
would create.

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- represents 60,000 pilots at 40 airlines
in the U.S. and Canada.

                       About US Airways

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

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

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it lists US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than
230 communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

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

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s US$1.6 billion secured credit facility due
2014, currently being syndicated.

As reported in Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its ratings on US
Airways Group. and its major operating subsidiaries America West
Holdings Corp., America West Airlines Inc., and US Airways Inc.,
including the 'B-' corporate credit ratings.  The ratings were
removed from CreditWatch, where they were placed with developing
implications on Nov. 15, 2006.  S&P placed the outlook at
positive.


* COSTA RICA: To Start Operating 2nd Cariblanco Turbine in April
----------------------------------------------------------------
Instituto Costarricense de Electricidad, Costa Rica's state
power firm, said in a statement that the second turbine at the
82-megawatt Cariblanco hydro plant will start running in April.

According to Instituto Costarricense's statement, Cariblanco
will boost Costa Rica's installed capacity to 2.18 gigawatts and
will supply some 110,000 residents.

Business News Americas relates that the US$170-million plant is
in Alajuela.  It uses water from rivers:

          -- Sarapiqui,
          -- Cariblanco,
          -- Quicuyal, and
          -- Maria Aguilar.

The plant's first turbine started operating in February,
BNamericas states.

                        *     *     *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.




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


ASHMORE ENERGY: Completes Bahia Stake Sale to Suez Energy
---------------------------------------------------------
Ashmore Energy International completed the sale, after obtaining
all relevant approvals, of its 51% indirect stake in Bahia Las
Minas Corp., a Panamanian generation company, to Suez Energy
International Luxembourg S.A., a wholly owned subsidiary of Suez
Energy International.

Ashmore Energy previously undertook the divestiture of Bahia Las
Minas after the completion of its acquisition of Prisma Energy
International in September 2006, pursuant to Panamanian
legislation limiting the common control of distribution and
generation companies within the territory of Panama.  Ashmore
Energy controls Elektra NORESTE, the second largest electricity
distribution company in Panama, serving a 20 thousand square
mile concession and 312,000 consumers.

             About SUEZ Energy International

SUEZ Energy International is one of the business divisions of
SUEZ (NYSE:SZE), an international industrial and services group
that provides businesses, public authorities and individuals
with innovative solutions in energy and the environment.

Headquartered in Brussels, SUEZ Energy International offers
global solutions in energy and services to customers in North
America, the southern cone of Latin America, Asia and the Middle
East. It develops, builds and operates energy facilities both in
electricity and gas, including LNG. It transports and
distributes natural gas and LNG in several countries outside
Europe.

SUEZ Energy International is also active as a trader around its
assets and as a marketer in electricity and gas, and offers
energy related services to industrial and commercial customers.
SUEZ Energy International has a strong presence in its markets
with a total power capacity (in operation, under construction or
under development) of nearly 24,000 MW.

In 2005, SUEZ Energy International sold nearly 105.1 million MWh
of electricity and 13.62 billion m 3 of natural gas to more than
one million customers.

             About Ashmore Energy International

Ashmore Energy International -- http://www.ashmoreenergy.com--
owns and operates a portfolio of energy infrastructure assets in
power generation, transmission, and distribution of natural gas,
gas liquids, and electric power.  Ashmore Energy's portfolio,
directly or indirectly, consists of 19 companies in 14
countries, most of which are located in Latin America.  The
company's largest asset is Brazilian electric distribution
company, Elektro, which represents approximately 43% of EBITDA,
and 55.3% of fiscal 2006 consolidated cash flow to parent
company Ashmore Energy.  The company also operates a power plant
in the Dominican Republic.

                        *     *     *

As reported in the Troubled Company Reporter - Latin America on
Feb. 27, 2007, Standard & Poor's Ratings Services assigned its
'B+' corporate credit rating to Ashmore Energy International.

At the same time, Standard & Poor's assigned its 'B+' secured
debt rating and '3' recovery rating to Ashmore Energy's US$500
million revolving credit facility due 2012 and the company's
US$1.0 billion term loan due in 2014.  S&P said the outlook is
stable.


BANCO INTERCONTINENTAL: Court Denies Defense's Protection Plea
--------------------------------------------------------------
The National District 1st Collegiate Court of the Dominican
Republic has rejected a motion from the legal representatives of
Luis Alvarez Renta, a Dominican financier involved in the Banco
Intercontinental fraud case, to suspend indictments against him
in the Miami federal court, Dominican Today reports, citing the
Dominican Central Bank.

Dominican Today relates that Mr. Renta's legal representatives
had filed a motion before the 12th Penal Chamber of the National
District's First Instance Court to demand the right to a
defense, asking that the judge order the Liquidation Commission
in the US suspend the actions against their client until the
Dominican court decides on his request filed in February 2006.

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Mr. Renta filed a motion before the 8th Penal
Chamber of the National District's First Instance Court, seeking
the suspension of the prosecution against him in the Dominican
Republic until the lawsuit in the US is heard.  The Miami
federal court had ruled on Nov. 23, 2005, that Mr. Renta pay the
Dominican government US$58.9 million via the Banco
Intercontinental Liquidation Commission, but not even a part of
the sum has been paid.  Mr. Renta allegedly transferred
properties since November 2006 and provided false and evasive
answers during the hearings on his properties and assets.  Mr.
Renta continues to object Judge Martinez's final ruling and is
waiting for the result of the appeal on the Nov. 7, 2005, jury
verdict, which found him liable of breaking US laws on
fraudulent transfers and money laundering.  Mr. Renta's
attorneys alleged that the request for imprisonment in Florida,
if authorized by the court, would prevent Mr. Renta from
appearing in the trial against him in the Dominican Republic,
seriously affecting his right to a defense.

However, the Dominican court rejected the defense's motion,
saying that under the Dominican Law, the legal period to file
the motion for protection had expired, Dominican Today states.

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




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


CARROLS CORP: Inks US$185 Million Senior Secured Credit Facility
----------------------------------------------------------------
Carrols Corporation entered into a loan agreement providing for
a new senior secured credit facility with a syndicate of ten
lenders.  The new senior secured credit facility provides for a
US$65 million five-year revolving credit facility and US$120
million principal amount of term loan A borrowings which mature
in six years.  Wachovia Capital Markets, LLC and Banc of America
Securities LLC acted as joint arrangers and book managers.

Carrols used the net proceeds from the new senior secured credit
facility to repay all outstanding borrowings and obligations
under its old senior secured credit facility.  At closing,
amounts outstanding under the new senior credit facility
included the US$120 million term loan borrowings and US$4.3
million borrowed under the revolving credit facility.

In addition, there was US$45.7 million available for borrowings
under the revolving credit facility (after reserving US$15
million for letters of credit guaranteed under the facility).

"We are pleased to have closed this financing, which we believe
will provide us with the flexibility to fund the capital needs
of our growing business, and at more favorable interest rates
than under our prior senior credit facility," Alan Vituli,
Chairman and Chief Executive Officer of Carrols Restaurant
Group, Inc. commented.  "We anticipate that the availability of
capital under this agreement will facilitate our growth plans as
we move forward."

Headquartered in Syracuse, New York, Carrols Restaurant Group,
Inc., operating through its subsidiaries, including Carrols
Corporation, operates three restaurant brands in the quick-
casual and quick-service restaurant segments with 547 company-
owned and operated restaurants in 16 states, and 30 franchised
restaurants in the United States, Puerto Rico and Ecuador.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Carrols Corp., and removed its ratings from
CreditWatch, where they had been placed with positive
implications on Oct. 16, 2006.  In addition, Standard & Poor's
upgraded the company's bank loan ratings to 'BB-' from 'B+'.


PETROECUADOR: Will Receive Bids for Napo Crude Supply
-----------------------------------------------------
Ecuadorian state-owned oil firm said in a statement that it will
receive bids for the supply of 1.8 million barrels of Napo
crude.

Business News Americas relates that the winning bidder will make
five shipments for the crude in April and May.

The tender represents Petroecuador's new marketing strategy,
which calls for short-term supply deals.  It was based on
analyses made by Petroecuador technicians that were ratified
last month, BNamericas states.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.


* ECUADOR: WTO Probe on European Union's Banana Tariff Delayed
--------------------------------------------------------------
The European Union, which Latin American countries like Ecuador
accused of practicing unfair trade discrimination, has blocked a
World Trade Organization investigation on its banana tariff, The
Associated Press reports.

Agence France-Presse relates that Ecuador asked WTO to create a
panel to rule on its complaint against the European Union's
banana tariff.  However, sources said that the European Union
blocked the request in the meeting of the WTO's Disputes
Settlement Body, delaying the procedure until the next meeting
on March 20.

WTO officials told AP that a panel will almost certainly be
created to examine the European Union's compliance with
international trade rules at a the next meeting.

AP emphasizes that the WTO consistently decided against how the
European Union implement tariffs for bananas.  The European
Union was then forced to make changes on a system that grants
preferential conditions for African and Caribbean producers.

A new banana tariff of EUR176 per ton, which was implemented in
2006, has brought its rules for banana imports in line with WTO
rulings, the European Union told AP.

However, Ecuador disputed the claim, AP notes.  The country said
that it paid about US$131 million because of the tariff.

"Ecuador has been seriously affected by the new banana import
regime.  The Ecuadorean banana sector, on which more than one
million inhabitants depend, feels asphyxiated and worried about
the present situation as well as about future dark prospects
should the present situation be continued," AP says, citing Juan
Holguin, who heads the Ecuadorian delegation.

According to AFP, Ecuador is the first to challenge the European
Union's revised rules on imports of bananas.

Raimund Raith, the European Union's trade negotiator, told AP
that he strongly opposed the panel request and that Ecuador was
really after preferential treatment at the expense of some of
the most vulnerable nations in the global trading system.

Because the European Union was able to block the first request
for a compliance panel under the WTO rules, Ecuador can make a
second request later this month, at which point the panel will
be automatically set up, according to AP.

Ecuador is still open to negotiations, Mr. Holguin told AFP.

Cameroon, the Dominican Republic and Jamaica support the
European Union, while Colombia, Costa Rica, Guatemala, Honduras,
Nicaragua and Panama side with Ecuador, AP states.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Fitch Ratings downgraded the long-term foreign currency Issuer
Default Rating of Ecuador to 'CCC' from 'B-', indicating that
default is a real possibility in the near term.

In addition, these ratings were downgraded:

   -- Uncollateralized foreign currency bonds to
      'CCC/RR4' from 'B-/RR4';

   -- Collateralized foreign currency Par and Discount
      Brady bonds to 'CCC+/RR3' from 'B/RR3'; and

   -- Short-term foreign currency IDR to 'C' from 'B'.

Fitch also affirmed the Country ceiling rating at 'B-'.




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


* EL SALVADOR: India Offers to Extend US$15 Mil. Line of Credit
---------------------------------------------------------------
India has offered an extension of a line of credit of US$15
million for increasing economic cooperation with El Salvador,
The Economic Times reports.

The Economic Times relates India agreed to consider further
credit amounts after the initial line of credit is fully
utilized.  India also said it will set up an Information
Technology Training Center in El Salvador.

India reaffirmed the support it will be giving to El Salvador in
various fields of development, Salvadorian External Relations
Minister Francisco Esteban Lainez told The Economic Times.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2007, Fitch Ratings affirmed these ratings on El
Salvador:

   -- Foreign and Local Currency Issuer Default Ratings
      at 'BB+';

   -- Short-term Issuer Default Rating at 'B'; and

   -- Country Ceiling at 'BBB-'.

Fitch said the rating outlook was stable.




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


BRITISH AIRWAYS: Committee Blames Poor Mktg. for Scheme Failure
---------------------------------------------------------------
British Airways Plc was criticized by members of the all-party
Environmental Audit Committee of poorly marketing its carbon
offsetting scheme under which customers pay for the cost of the
emissions created by their journey, BBC News reports.

As previously disclosed, the money raised through the scheme
will be used by an organization called Climate Care to invest in
sustainable energy projects that tackle global warming by
reducing carbon dioxide levels.

According to BA Secretary Alan Buchanan, the scheme has saved
just 1,600 tons of CO2 since September 2005.

"The take-up has been disappointing and it has been largely flat
throughout the period," Mr. Buchanan was quoted by BBC as
saying.

The committee alleged passengers lack information on how to take
part in the scheme and check-in staffs were unaware of the
options available when asked, BBC relates.

However, Mr. Buchanan emphasized marketing was put on hold as it
expected customers to be less sympathetic to the scheme after
air passenger duties doubled.

He added that the best way to achieve a proper offset is through
an organized emissions trading scheme that would cover an entire
flight.

                     About the Company

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.  BA has offices in India and Guatemala.

                        *     *     *

British Airways' 7-1/4% senior unsubordinated notes due 2016 and
10-7/8% notes due 2008 carry Moody's Investors Service's Ba2
ratings and Standard & Poor's BB- ratings.


BRITISH AIRWAYS: Opposes Conservative Party's Taxation Proposals
----------------------------------------------------------------
British Airways Plc and Virgin Atlantic Airways Ltd. criticized
proposals of Britain's opposition Conservative Party to impose
new taxes on air travel in an effort to reduce carbon emission,
according to published reports.

The party is considering a number of measures including levying
VAT or fuel duty on domestic flights and replacing air passenger
duty with a per flight tax based on carbon emissions, BBC News
relates.

According to George Osborne, a top party official, the taxes
will only target frequent flyers and planes with dirty engines.

Mr. Osborne emphasized that other taxes would be lowered to
offset the new air travel levies, Aaron Karp writes for ATW
Daily News.

However, British Airways believed taxation is an extremely blunt
instrument in terms of reducing carbon emissions.  The airline
favors emissions trading instead, politics.co.uk reveals.

Virgin Atlantic, on the other hand, is calling on the aviation
industry to invest in the technology, which will deliver lighter
and cleaner planes and fossil-free fuels, Paul Charles, Virgin
spokesman, was quoted by the Associated Press as saying.

Mr. Charles added taxing passengers could harm the economy as
they make U.K. airlines less competitive and shift jobs to other
countries in Europe.

                   About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.  BA has offices in India and Guatemala.

                        *     *     *

British Airways' 7-1/4% senior unsubordinated notes due 2016 and
10-7/8% notes due 2008 carry Moody's Investors Service's Ba2
ratings and Standard & Poor's BB- ratings.


SPECTRUM BRANDS: Gets US$1.6-Bil. Pledge to Refinance Bank Loan
---------------------------------------------------------------
Spectrum Brands Inc. reported that Goldman Sachs and Bank of
America have provided a commitment to refinance Spectrum Brands'
existing bank credit facility.  This commitment provides for a
new bank credit facility in the aggregate principal amount of at
least US$1.6 billion with a six-year maturity.  The refinancing
will be completed by March 30, 2007.

"We are very pleased to have reached this refinancing agreement,
which will provide us with the financial flexibility to pursue
additional steps to improve our capital structure in an orderly
manner, while continuing to strengthen our operating
businesses," Spectrum Brands President and Chief Executive
Officer David Jones stated.  "We remain keenly focused on
completion of asset sales to reduce our outstanding debt and
leverage.  We believe the Company is on the right track to
creating long-term sustainable value."

The commitment of Goldman Sachs and Bank of America is subject
to customary terms and conditions, including negotiation and
execution of definitive loan documentation.  Goldman Sachs will
lead the refinancing and act as joint lead arranger, joint
bookrunner and sole syndication agent.  Bank of America will act
as joint lead arranger and joint bookrunner. There can be no
assurances that the anticipated refinancing will be completed
or, if completed, what the time or terms of such transaction
will be.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company operates in 13
Latin American nations including El Salvador, Guatemala, Costa
Rica, Colombia and Nicaragua.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 15, 2007, Standard & Poor's Ratings Services revised its
outlook on Spectrum Brands Inc. to negative from developing, and
affirmed all of the company's existing ratings, including its
'CCC+' corporate credit rating.


SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
----------------------------------------------------------------
Spectrum Brands, Inc. intends to commence an exchange offer to
refinance the US$350 million in aggregate principal amount
outstanding of its 8-1/2% Senior Subordinated Notes due
Oct. 1, 2013, with new senior subordinated notes due
Oct. 2, 2013, of equal principal amount.  The company commenced
the exchange offer on March 16, 2007, and to consummate the
initial settlement of the exchange offer and the bank credit
facility refinancing by March 30, 2007, subject to the terms,
and the satisfaction of the conditions.

The New Notes will bear interest at an initial rate of 11.00%,
increasing to 11.25% on April 1, 2007 and thereafter increasing
semi annually based on a specified schedule and other
provisions.  The New Notes will be redeemable by the company at
scheduled redemption prices, reflecting a specified premium to
par beginning immediately and declining to par on Oct. 1, 2010.

In conjunction with the exchange offer, the company plans to
solicit consents from the holders of Existing Notes to effect
proposed amendments to the indenture for the Existing Notes that
would eliminate substantially all of the restrictive covenants
and events of default contained therein.  The company expects
that the indenture for the New Notes will contain restrictive
covenants and events of default substantially similar to those
pertaining to the Company's outstanding 7-3/8% Senior
Subordinated Notes due 2015, including specified provisions for
senior secured credit facilities of up to US$1.6 billion.

In connection with the exchange offer, the company has entered
into an agreement with certain holders of the Existing Notes who
previously delivered a notice of default to the company under
which such holders have agreed not to exercise any rights or
remedies which may be available to them under the indenture for
the Existing Notes in respect of and to waive alleged defaults,
to tender their notes in the exchange offer and to consent to
the proposed amendments to the indenture for the Existing Notes.
The company has been advised that these holders own or otherwise
control a majority in aggregate principal amount of the
outstanding Existing Notes.  The agreement will terminate in the
event that Existing Notes are not exchanged in the offer prior
to April 10, 2007.

The closing of the exchange offer will be subject to various
conditions, including the refinancing of the company's existing
bank credit facility and holders of a majority in principal
amount of the Existing Notes having tendered their Existing
Notes in the exchange offer, consented to the amendments to the
indenture for the Existing Notes and waived alleged defaults,
and other customary terms and conditions.

                  Annual Shareholders' Meeting

Spectrum Brands, Inc., will hold its annual shareholders'
meeting on April 25, 2007, at 8:00 a.m. CT at the company's
North American headquarters, at 601 Rayovac Drive in Madison,
Wisconsin.

Shareholders of record as of March 27, 2007, will be entitled to
vote at the meeting.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company operates in 13
Latin American nations including El Salvador, Guatemala, Costa
Rica, Colombia and Nicaragua.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 15, 2007, Standard & Poor's Ratings Services revised its
outlook on Spectrum Brands Inc. to negative from developing, and
affirmed all of the company's existing ratings, including its
'CCC+' corporate credit rating.




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


* HONDURAS: Must Strengthen Banking Supervision, Says IMF
---------------------------------------------------------
The International Monetary Fund said that improving banking
supervision in Honduras is a key challenge the nation's
officials face, Business News Americas says.

"With bank credit in foreign currency expanding rapidly, the
Honduran authorities should carefully monitor provisioning
practices and the classification of transactions with unhedged
borrowers," IMF said in a statement, according to BNamericas.

BNamericas relates that bank credit to the private sector in
Honduras increased 26.5% in 2006, after rising 15.6% 2005.  The
IMF foresees that lending to the private sector will have a
yearly growth rate of 19.7%.

Honduran authorities should delay further reductions in
liquidity requirements on dollar deposits until supervision of
banks' dollar operations is further improved, BNamericas notes,
citing the IMF.

BNamericas underscores that liquidity requirements on US dollar
bank deposits were decreased to 24% of deposits in 2006, from
30% in 2005.

Honduras' financial sector continued its recovery last year due
to the restoration of the legal, prudential and supervisory
frameworks in recent years and the economic recovery, the IMF
told BNamericas.

"Most banking indicators have improved except the capital ratio,
which fell in 2006 -- although it remains above the legal
requirement -- due to tighter prudential norms and the rapid
growth of bank credit," BNamericas says, citing the IMF.

                        *     *     *

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


GOODYEAR TIRE: Fitch Affirms Ratings; Revises Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has affirmed ratings for The Goodyear Tire &
Rubber Company and revised the Rating Outlook to Stable from
Negative.

The ratings affirmed are:

* The Goodyear Tire & Rubber Company

   -- 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'

At Dec. 31, 2006, GT had approximately US$7.2 billion of debt
outstanding, prior to a paydown of bank debt in January.

The revision to a Stable Outlook reflects Fitch's expectation
for further improvement in GT's operating profile as it recovers
from the labor strike and continues to implement its cost-
savings plan. The settlement of the strike at the end of 2006
also served to mitigate concerns about further deterioration in
GT's capital structure.  Increases in GT's debt during 2006
provided funds to cover costs of the strike and the
establishment of a Voluntary Employees' Beneficiary Association
trust for US$1 billion. The VEBA is subject to government
approval and will be funded by cash and up to US$300 million of
stock.  Ongoing rating concerns include high levels of debt that
increased temporarily to US$7.2 billion at the end of 2006 from
US$5.4 billion at the end of 2005.

In addition, GT faces significant cash requirements that could
contribute to negative cash flow in 2007.  These requirements
include pension contributions, capital expenditures, an increase
in working capital requirements as GT rebuilds inventory, and
debt and interest payments.  Cash flow could improve in 2008
when GT plans to close the Tyler Texas plant and as it realizes
additional cost savings.  GT also expects domestic pension
contributions to decline in 2008.  Other rating concerns include
an improving but still high cost structure in North America,
high raw material costs, weak demand in North America, and
competitive pricing in certain other markets.

These concerns are partly offset by ongoing operating cost
savings and from annual cash savings estimated by GT at US$145
million from the transfer of OPEB liabilities to the VEBA trust.
GT's efforts to rationalize its operations and build stronger
marketing capabilities were partly reflected in its 2006 results
that included record sales of US$20 billion.  Improved pricing
and product mix contributed to a 7% increase in revenue per tire
and helped offset the negative impact on revenue from lower tire
unit sales.  Operating profit was significantly affected by
strike costs of approximately US$361 million in 2006, and GT
estimates additional strike-related costs in 2007 will be US$205
million to US$240 million.

Liquidity at the end of 2006 included cash balances of
US$3.9 billion, part of which was used in January 2007 to pay
down US$873 million on GT's US$1.5 billion first lien credit
facility. Remaining cash will be available to help fund the VEBA
trust, pension contributions (estimated by GT at US$700 million-
US$750 million in 2007 including US$550 million-US$575 million
for domestic plans), and capital expenditures of US$750 million-
US$800 million. GT also had US$660 million of current debt at
the end of 2006. Liquidity could potentially be strengthened
from an eventual sale of the Engineered Products business and
from any issuance of common shares.  Cash proceeds from such
sources, together with any improvement in operating cash flow,
could support GT's long-term plan to reduce leverage
substantially from current levels.

Goodyear Tire has marketing operations in almost every country
around the world including Chile, Colombia, Guatemala, Jamaica and
Peru in Latin America.  Goodyear employs more than 80,000 people
worldwide.


HIGHGATE FOODS: Receiver Puts Firm's Assets on Auction Block
------------------------------------------------------------
Ken Tomlinson, chocolate factory Highgate Foods' receiver, has
auctioned the company's assets in a final attempt to maximize
value for the firm's creditors, the Jamaica Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
Oct. 2, 2006, Highgate Foods was shut down and placed into
receivership by the Jamaica Redevelopment Foundation -- the firm
that acquired the Finsac debts.

Mr. Tomlinson was appointed by bad-debt collectors Jamaica
Redevelopment Foundation Inc. in 2006 to recover whatever value
he could, whether through sale of assets or Highgate Foods as a
going concern.

According to The Gleaner, auctioneers DC Tavares-Finson will
accept bids at its New Kingston offices for these assets:

          -- 4.12 acres of land,
          -- factory,
          -- office space covering 42,657 square feet, and
          -- other minor structures on the property in Highgate,
             St. Mary.

A DC Tavares representative told The Gleaner that interested
parties will be asked to start off the bidding.

The Gleaner underscores that the assets will be sold all
together.

According to The Gleaner, Highgate Foods' chocolate-making
equipment won't be included in the sell-off.  However, sources
said that the old, rundown machinery was unlikely to cost much.

Sources told The Gleaner that Highgate Foods' debts are
estimated at about US$300 million, which consists:

          -- US$200 million in bad loans,

          -- between US$63 million to US$70 million of statutory
             taxes, including pension contributions; and

          -- between US$12 to US$15 million owed to creditors.

"Millions have not been paid over," sources commented to The
Gleaner.

A union representative told The Gleaner that the "statutories"
are six years in arrears.

The statutory deductions top US$50 million, The Gleaner says,
citing sources.

Highgate Foods still owe notice and redundancy payments to
workers it dismissed after Mr. Tomlinson took charge of the
firm, The Gleaner says, citing Vincent Morrison, the National
Workers' Union head.  As for the pension contributions, the
matter was brought before the Financial Services Commission.

The Gleaner underscores that Mr. Morrison was hoping for early
resolution of the pension contributions and other issues so that
Highgate Foods' former workers could be paid.

Sources told The Gleaner that the pension monies totaled US$15
million.

However, Mr. Tomlinson is unlikely to generate sufficient cash
from the auction to decrease Highgate Foods' liabilities, The
Gleaner relates.

Meanwhile, Desmond Blades -- chairperson of the Mussons Jamaica
group, one of the firms that Highgate Foods is indebted to --
claimed that he had purchased the Highgate Foods trademark.
Mussons Jamaica had said last year that it didn't discount the
option of acquiring Highgate Foods, The Gleaner says.

According to the report, the trademark was among the most valued
of the remaining assets of Highgate Foods and Mussons Jamaica's
claim was a blow to Jamaica Redevelopment and Mr. Tomlinson,
decreasing their bargaining power with potential bidders.

Mussons Jamaica, which was also a former distributor of Highgate
Foolds products, told The Gleaner that it will start producing
chocolate under the brand in time for the Easter season.

However, Mr. Tomlinson said that he would consider the matter
closed only after he gets final words from the lawyers, The
Gleaner reports.

Meanwhile, the union believes that whoever acquires the Highgate
Foods assets will be likely put the factory back into operation,
The Gleaner states.


NATIONAL WATER: Gets US$21.3-Million Loan from BNP Paribas
----------------------------------------------------------
Jamaica's National Water Commission will received a EUR16.2
million (US$21.3 million) loan from French bank BNP Paribas to
expand pipelines for a wastewater treatment system along the
Martha Brae river, Business News Americas reports, citing a
local daily Jamaica Gleaner as saying.

Reports show that the loan, still pending a government
guarantee, is formed in two installments.  The first would be
for EUR6 million, at 4.56% interest and EUR7.25 million, at
4.95% for the second installment, with remaining funds covering
financing costs and insurance.

BNamericas.com discloses that the project, with an original
value at US$40 million, would build 30,000 meters of pipelines
covering an area of 22 kilometers, however the lines would now
be extended to reach new properties being built that includes
the Bahia Principe Hotel.

The NWC has contacted French company Sogea to carry out the
pipeline expansions, doubling the water amount sent to the
area's treatment system, to 6M gallons (22.7M liters) a day,
according to the news.

Under this program, a 12% return on invested loan funds is
expected.

                        *    *    *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
the National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.


* JAMAICA: Venezuela Will Supply Natural Gas to Nation by 2009
--------------------------------------------------------------
Jamaica's Prime Minister Portia Simpson Miller has signed a
memorandum of understanding with Venezuela's President Hugo
Chavez to supply natural gas to Jamaica by 2009, the Jamaica
Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
March 14, 2007, Trinidad & Tobago Prime Minister Patrick Manning
planned to discuss in a meeting with President Chavez the
possibility of getting natural gas from Venezuela to refine it
and then send to Jamaica.  Trinidad & Tobago had said it
wouldn't honor an MOU to supply Jamaica with liquefied natural
gas.

Jamaican Minister of Industry, Energy and Commerce Phillip
Paulwell commented to The Gleaner, "We were able to approach
Venezuela within the context of Petrocaribe and they have
responded favorably and have indicated that they will have the
amount of gas to supply us to meet the required need of the
bauxite alumina and our electricity generating sectors."

The Gleaner relates that the Petroleum Corporation of Jamaica
will have to conduct infrastructure work for two years at its
refinery to manage the supply of natural gas.

President Chavez told The Gleaner that Venezuela will also
supply Jamaica over two million ton of oil per day.

According to The Gleaner, the Jamaican government is positive
that the oil from Venezuela will be sufficient to supply its
bauxite and energy sectors.

"We are approaching it in the same way as we have done under the
Petrocaribe framework.  The details are to be established later.
The MOU speaks to a team that has now been established
comprising Venezuelan and Jamaican officials who will be
fleshing out the details of other joint ventures that we are
pursuing with them," Minister Paulwell told The Gleaner.

                        *     *     *

As reported on Mar. 9, 2007, Standard & Poor's Ratings Services
affirmed its 'B' ratings on Jamaica's long-term and short-term
sovereign credit, with stable outlook.




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


ADVANCED MARKETING: Baker & Taylor Asset Purchase Pact Approved
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved in its entirety the Asset Purchase Agreement
between Advanced Marketing Services Inc., and Baker & Taylor
Inc., for the sale of majority of AMS' assets.

As reported in the Troubled Company Reporter on Feb. 27, 2007,
Advanced Marketing and Baker & Taylor signed an Asset Purchase
Agreement for the sale of majority of Debtor's assets.

Judge Sontchi authorizes the Debtors and Baker & Taylor to take
necessary actions to implement and effectuate the APA, the
Transition Services Agreement, and the Collateral Agreement,
without the necessity of a further Court order.

A full-text copy of the approved APA is available for free at:

              http://researcharchives.com/t/s?1b66

Several creditors and publishers tried to block the sale,
including:

    (1) The Official Committee of Unsecured Creditors,
    (2) Wells Fargo Foothill Inc.,
    (3) Anova Books Company Limited,
    (4) Houghton Mifflin Company,
    (5) Hewlett-Packard Financial Services Company,
    (6) Hewlett Packard Company,
    (7) Simon & Schuster Inc.,
    (8) Meredith Corporation,
    (9) Barron's Education Series Inc.,
   (10) Manhattan Associates Inc.,
   (11) Reader's Digest Children's Publishing Inc.,
   (12) The Quarto Group Inc.,
   (13) Hachette Book Group USA Inc.,
   (14) New Holland Publishers (UK) Ltd.,
   (15) Templar Company plc,
   (16) Random House Inc.,
   (17) Teogas Inc.,
   (18) Leisure Arts Inc., and
   (19) County of Denton, City of Carrollton and Lewisville
        Independent School District

The Creditors Committee, among other things, asserted that the
APA must provide adequate time to allow for the proper
implementation of the TSA, and allow the Debtors to maintain
control over their assets during the post-closing transition
period.

Wells Fargo consented to the sale so long as it and its
participant lenders are paid in full in connection with the
Debtors' pre- and post-petition financing.

Denton County asked the Court to rule that delinquent property
taxes, penalties and interest be paid in full from the proceeds
of the sale, at the time of the closing of the transaction,
prior to application of proceeds to other lien creditors.

The rest of the objecting parties either opposed the Debtors'
proposed assumption and assignment of their executory contracts,
or the proposed cure amounts.

                Buyer to Make Cure Payments

Judge Christopher S. Sontchi directs Baker & Taylor to promptly
pay to parties to any assigned contract the requisite
Prepetition Date "cure" amounts, or a lesser amount as maybe
agreed upon between Baker & Taylor and the counterparty to an
Assigned Contract, following assumption and assignment.  The
Debtors will pay any amounts due that arose and became payable
after the Petition Date with respect to any non-debtor party to
an Assigned Contract.

Baker & Taylor will pay in a "Closing Payoff Amount" sufficient
to satisfy the Debtors' obligations to the Lender and Senior
Lender, to Wells Fargo Foothill concurrently with the Closing in
full satisfaction of all obligations under the Senior Loan
Agreement and the Loan Agreement.  Wells Fargo Foothill, in
turn, will provide Baker & Taylor and the Debtors a payoff
demand letter and wire instructions at least three business days
prior to the Closing Date.

The payment of the Closing Payoff Amount will be part of, and
not in addition to, Baker & Taylor's obligations to pay the
purchase price, so that any amounts paid by Baker & Taylor to
Wells Fargo Foothill for application to the obligations under
the Senior Loan Agreement and the Loan Agreement will be
credited in full against Baker & Taylor's obligations to deliver
the purchase price to the Debtors.

Judge Sontchi clarifies that no accounts receivable of the
Debtors from Leisure Arts, Meredith Corp., and Barron's
Educational are being sold or purchased pursuant to the APA, nor
are any executory contracts, if any, with the parties being
assumed and assigned pursuant to the APA.

Judge Sontchi also holds that Baker & Taylor, absent the consent
of the Quarto Group, will not take an assignment of any
executory contracts to which the Debtors and the Quarto Group
may be parties.  In connection with Baker & Taylor's purchase of
selected APG Inventory and APG Product Prepayments from the
Debtors published and derived from the Quarto Group, Baker &
Taylor will have and be granted a limited, non-exclusive license
and full rights to sell any and all inventory published and
derived from the Quarto Group selected and purchased by Baker &
Taylor only to wholesale clubs, like Costco, Sam, and B.J.'s.

The Debtors are authorized to assume and assign the executory
contracts between Templar and the Debtors to Baker & Taylor.
Baker & Taylor waives any right to exclude the executory
contracts with Templar from the definition of Assigned Contracts
in accordance with the terms of the APA.  The Cure Amount has
been agreed among Templar, Baker & Taylor, and the Debtors to be
US$481,707.  Baker & Taylor agrees to pay the Cure Amount on or
promptly following the Closing.

Baker & Taylor and Manhattan Associates will promptly
memorialize and execute, prior to assumption and assignment, an
amendment to a license agreement between the Debtors and
Manhattan.

               US$100,000 Adequate Protection Reserve

A US$100,000 reserve will be established in the Debtors' general
operating account as adequate protection for the claims filed on
behalf of Denton County, et al.  The liens of Denton County, et
al., if any, will attach to the Reserved Funds with the same
validity, to the same extent, and with the same priority as any
liens now held in the property being sold.

The Reserved Funds will be in the nature of adequate protection
and will neither be a cap on the amounts recoverable by Denton
County, et al., nor will the Reserve Funds be an allowance of
their claims -- which claims remain subject to any rights of any
party to object to the validity, extent or priority of the
claims.   No portion of the Reserve Funds will be distributed
apart from the agreement of the Debtors and Denton County, et
al. or upon subsequent Court order duly noticed to Denton
County, et al.

             Payments to Hewlett-Packard Entities

Baker & Taylor will pay US$12,083 to Hewlett-Packard Financial
as cure under HPFS' lease agreement with the Debtors through
Feb. 28, 2007.  Baker & Taylor will pay US$19,700 to Hewlett
Packard Co. as cure under HP's support agreement with the
Debtors through Feb. 28, 2007.

Baker & Taylor will timely pay all amounts under the Lease
Agreement and the Support Agreement that come due after the
Closing Date but before a final decision on assumption and
assignment of the Agreements has been made.

None of the equipment subject to the Lease Agreement will be
considered part of the Purchased Assets under the APA.

HP, the Debtors, and Baker & Taylor agree to confer promptly to
identify the documentation that comprises the Support Agreement
subject to assumption and assignment.  If the parties cannot
agree with respect to identification of the assumed and assigned
contract or on the correct amount to be paid in connection with
the proposed assumption and assignment, the Court will rule on
the matter.

          Assumption of Indianapolis Facility Lease

The Debtors are authorized to assume and assign to Baker &
Taylor an Oct. 10, 2000 lease for the Debtors' Distribution
Center facility in Building 140, Park 100 Business Park, 5045
West 79th Street, in Indianapolis, Indiana, subject to the
execution of a mutually acceptable amendment between Baker &
Taylor and the landlord, supplementing and modifying the lease
agreement.

Judge Sontchi says no "cure" payment under Section 365(b)(1)(A)
of the Bankruptcy Code need be paid as none exists, and Baker &
Taylor has complied with Section 365, and the Lease will be in
full force and effect without any outstanding enforceable
defaults.

The Landlord will have the right to assert a claim for damages.
The rent due to the Landlord for March 2007 will promptly be
paid by the Debtors, and, subject to the Closing of the APA,
Baker & Taylor will reimburse the Debtors for the period
commencing with the date of the Closing through March 31, 2007.

Judge Sontchi clarifies that Baker & Taylor is not a "successor"
to the Debtors or their bankruptcy estates, and will not assume,
nor be deemed to assume, or in any way be responsible for, any
liability or obligation of any of the Debtors or their estates,
including but not limited to any bulk sales law or similar
liability, except as otherwise expressly provided in the APA.

Objections not otherwise withdrawn, waived, or settled, are
overruled and denied, Judge Sontchi adds.

Based in San Diego, California, Advanced Marketing Services Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution, and publishing services, currently
primarily to the book industry.  The company has operations in
the U.S., Mexico, the United Kingdom, and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on April 28, 2007.

(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ADVANCED MARKETING: Court OKs Hiring of Lowenstein as Counsel
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware approved the request of the Official
Committee of Unsecured Creditors in Advanced Marketing Services
Inc. and its debtor-affiliates' bankruptcy cases to retain
Lowenstein Sandler PC as its main counsel to perform services
relating to the Debtors' bankruptcy cases, effective as of
Jan. 12.

The Creditors Committee has selected Lowenstein because of its
attorneys' experience and knowledge.  The Committee believes
that Lowenstein is well qualified to represent it in the
Debtors' Chapter 11 cases.

As the Creditors Committee's counsel, Lowenstein will:

   (a) provide legal advise as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the Debtors' business operations, potential
       claims, and any other matters relevant to the Debtors'
       bankruptcy cases or to the formulation of a Chapter 11
       plan;

   (c) participate in the formulation of a Plan;

   (d) provide legal advices with respect to any disclosure
       statement and Plan filed the Debtors' bankruptcy cases,
       and with respect to the process for approving or
       disapproving disclosure statements and confirming or
       denying confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in the Court to present necessary motions,
       applications, and pleadings, and otherwise protecting the
       interests of those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should the action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein will be paid on an hourly basis, plus reimbursement
of the actual and necessary expenses that Lowenstein incurs in
accordance with the ordinary and customary rates, which are in
effect on the date the services are rendered.

Lowenstein's hourly rates are:

       Professional                      Hourly Rate
       ------------                      -----------
       Partners                         US$320 - $595
       Counsel                           $265 - $425
       Associates                        $165 - $300
       Legal Assistants                   $75 - $150

Kenneth A. Rosen, Esq., a member at Lowenstein, relates that the
charges set forth are based on actual time charges on an hourly
basis and based on the experience and expertise of the attorney
or legal assistant involved.  The hourly rates are subject to
periodic adjustments to reflect economic and other conditions.

Mr. Rosen assures the Court that his firm represents no other
entity in connection with the Debtors' bankruptcy cases, is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Creditors Committee with respect to the
matters on which it is to be employed.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution, and publishing services, currently
primarily to the book industry.  The company has operations in
the U.S., Mexico, the United Kingdom, and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires
on April 28, 2007.


ADVANCED MARKETING: Files Schedules of Assets & Liabilities
-----------------------------------------------------------

A.      Real Property                                      US$0

B.      Personal Property
B.1     Cash on Hand                                         235
B.2     Bank Accounts
            Cash in Bank - Main                       13,810,749
            Cash in Bank - Indy                           12,389
            Cash in Bank - Norcal                          8,356
            Cash in Bank - Baltimore                       5,639
            Cash in Bank - Credit Card Account             (415)
            Cash in Bank - Payroll                      (83,442)
            Restricted Cash - Class Action Escrow      6,937,010
B.3     Security Deposits
            Deposits - Misc                               23,451
            Deposits - Rent/Utilities                     65,907
B.4     Household goods                                       0
B.5     Book, art work & collectibles                         0
B.6     Wearing apparel                                       0
B.7     Furs and jewelry                                      0
B.8     Firearms and sporting goods                           0
B.9     Interests in Insurance Policies                       0
B.10    Annuities                                             0
B.11    Interests in education IRA                            0
B.12    Interests in retirement plans                         0
B.13    Stock and Interests                             unknown
B.14    Interests in joint ventures                           0
B.15    Government & corporate bonds                          0
B.16    Accounts receivable
            Accounts Receivable, net of reserve       71,665,801
            Accounts Receivable - Consignment            559,969
            Accounts Receivable - Misc.                  109,148
            AP Debit Balances                          8,581,067
            APG Product Recall                           146,084
B.17    Alimony                                               0
B.18    Other liquidated debts owed                           0
B.19    Equitable or future interests                         0
B.20    Contingent & contingent interests                     0
B.21    Other contingent & unliquidated claims                0
B.22    Patents, copyrights & trademarks                      0
B.23    Licenses & franchises                                 0
B.24    Other intangibles                                     0
B.25    Automobiles                                           0
B.26    Boats                                                 0
B.27    Aircraft                                              0
B.28    Office equipment and supplies
            Computer Software                         14,886,690
            Computer Equipment                         2,675,660
            Office Furniture and Fixtures                 46,676
B.29    Machinery, furniture and fixtures              3,613,486
B.30    Inventory
            Finished Goods, net of reserve            60,641,630
            Consignment                                6,079,093
            Freight in Inventory                         556,522
            WIP                                          350,380
B.31    Animals                                               0
B.32    Crops                                                 0
B.33    Farming equipment                                     0
B.34    Farm supplies                                         0
B.35    Other personal property
            Intercompany Receivable - PGWI             6,476,038
            Prepaid Expense - Rent                       670,002
            Prepaid Expense - Insurance                  491,611
            Prepaid Expense - Info Services              441,948
            Prepaid Expense - Coop                        48,138
            Intercompany Note - Australia              5,940,536
            Intercompany Note - UK                     2,276,153
            Intercompany Note - Mexico                   316,458
            Intercompany Receivable - Mexico               7,381
            Intercompany Receivable - Singapore                3
            Life Insurance Deferred Comp               1,686,800
            Prepaid Expense - Purchases                2,236,918
            Prepaid Expense - General                  2,100,720

         TOTAL SCHEDULED ASSETS                   US$213,384,791
                                                  ==============

C.      Property Claimed as Exempt               Not Applicable

D.      Creditors Holding Secured Claims
            Wells Fargo Foothill, Inc.             US$41,514,347

E.      Unsecured Priority Claims
            Wages, salaries, and commissions
               Agoncillo, Jenni                           10,082
               Alarcon, Aurelio                            5,084
               Ameel, Maurice                             11,447
               Andrews, Frank                              4,659
               Assurian, Debra                             4,429
               Avalos, Tony                               10,080
               Baggett, Cary                               5,177
               Baumgardner, Tyler                          4,284
               Bayliss, Holly                              4,620
               Brennan, Lynn                               7,840
               Brinson, Charles                            4,769
               Buss, James                                 5,198
               Chmilar, Jean                               9,026
               Coker, Sandra                               4,989
               Cole, Sam                                  25,202
               Collins, Ann                                5,482
               Cook, Korrina                               5,509
               Cook, Paula                                 4,325
               Crowl, Clyde                                7,338
               Daniels, Charles                            2,684
               Dash, Nikhil                               49,257
               Dowd, Tracy                                23,326
               Entezam, Fatemeh                           10,213
               Fruscella, Thomas                           9,846
               Graziano, Laurel                           19,713
               Hain, Jon                                   5,119
               Hamann, Dale                                9,569
               Hauge, Leif                                 8,576
               Helbock, James                              6,676
               Hill, Damon                                14,783
               Holm, Grant                                 3,964
               Hood, Robin                                10,080
               Hutcherson, Debora                          7,085
               Janssen, Mary                               2,031
               Januszko, Eric                             23,533
               Javna, Gordon                              37,353
               Johnston, Gary                             76,714
               Padgett, Joann                             19,199
               Lloyd, Gary                                38,146
               Lopez-Morlett, Pamela                      59,363
               Pun, Waitak                                25,840
               Sgriccia, Michael                          58,546
               Smith, Curtis                              76,606
               Stanley, Sydney                            91,946
               Torres, Angel                              41,418
               Visintainer, Richard                       68,035
               Williams, Lisa                             40,242
               Winterhalder, Lisa                         17,836
               Williams, Susan                            18,110
               Vargas, Lidia                              11,898
               Smith, Susan                               12,762
               Rautenstrauch, Gary                        14,278
               Perez, Hugo                                11,589
               Nordland, Lilian                           13,193
               Miller, Christopher                        11,227
               Meinerding, Tyler                          10,288
               Mcmahon, Ann-marie                         11,722
               Mckibbin, Scot                              8,137
               Martin, Donald                             39,398
               Marrero, Luis                              11,479
               Magana, Jose                                8,006
               Lowther, Grant                             10,795
               Lampman, Betsy                             16,122
               Krug, Lawrence                             10,852
               Knox, Michael                              10,275
               Wojciechowski, Joseph                       8,031
               Weiss, Robin                                6,317
               Wardle, Katharine                           8,666
               Vargas, Lisa                                8,419
               Tourin, Laura                               4,106
               Thompson-Austin, Cheryl                     3,539
               Thacker, Sunchin                            1,993
               Stelljes, Vickie                            1,798
               Stefani, Dale                               1,907
               Snow, Sandra                                1,800
               Sedgwick, Michelle                          3,765
               Sandoval, Teresa                            1,671
               Sanchez, Ismael                             6,346
               Rosenberger, Connie                         4,747
               Rorer, Teresa                               1,698
               Rojas, Felipe                               2,472
               Rodriguez, Salvador                         3,379
               Rivera, Jose                                1,584
               Ritchie, Katherine                          2,046
               Rillo, Clarence                             5,785
               Rickert, Lynn                               2,417
               Richardson, Diane                           2,010
               Raya, Marco                                 3,309
               Raya, Elvira                                2,056
               Ranta, David                                9,250
               Ramsey, Roger                               2,166
               Raleigh, Darren                             8,572
               Others                                    313,524
            Taxes and Debts Owed to Gov't.          unliquidated

        *** AMS reports that scheduled Unsecured Priority
        *** Claims total $1,650,743 and $497,203 of the amount
        *** is entitled to priority.

F.      Unsecured Non-Priority Claims
            A Duie Pyle Inc.                              44,087
            ABH Division of CH Robinson Worldwide Inc.   200,862
            Afflink Integrated Supply Solutions          416,743
            Airport 100 Industrial Inc.                  156,841
            Ajilon Finance                                20,370
            American Book Company                         51,419
            Americhip Inc.                               432,837
            Andrews Mcmeel Publishing                  6,263,973
            Anness Publishing, Inc. APG                  484,918
            Anova Books Co. Ltd                          419,312
            Avalanche Publishing                         737,040
            Backbeat                                     350,629
            Banta Book Group                             651,071
            Barrons Educational                          687,414
            Becker & Mayer                               547,415
            Black Dog & Leventhal Publisher              601,745
            Book Creation                                 85,764
            Book Sales, Inc.                             136,531
            Borghesi & Adam Publishers                   143,969
            Brilliance Corporation                       375,407
            Broadman & Holman                            269,189
            Central Freight                               79,289
            Central Transportation                       204,563
            Chain Sales Marketing, Inc.                  373,289
            Charles Tillinghast                          383,681
            Chart Studio                                  60,488
            Chronicle Books                            3,404,295
            Client Distribution Service                  772,711
            Cook Illustrated                           1,269,207
            Creative Homeowner Press                     280,297
            Deloitte & Touche LLP                        137,305
            Design Eye Limited                           469,774
            Egmont UK Limited                             66,231
            Etranssource.com                              67,356
            Five Mile Press P/L                           96,230
            Friesens                                     127,070
            Gibbs M. Smith Inc.                           87,805
            Global Book Publishing                     1,396,598
            Good Books                                   396,948
            Hachette Book Group USA                   13,052,498
            Harcourt Brace & Company                     583,460
            Harper Collins UK                            583,460
            Harpercollins US                          12,621,876
            Harrison House Publishers                     75,310
            Hinkler Books Pty Ltd.                       960,913
            Houghton Mifflin Trade Div.                2,050,275
            Hugh Lauter Levin Associates                 353,752
            Human Kinetics                               260,258
            Ideals Publishing Company                    269,167
            James Reynolds Transportation                 57,670
            John Dollison                                 71,525
            John Wiley & Sons, Inc.                    3,999,396
            Klutz, Inc.                                  185,036
            Konemann In Der Tanderm Verlag Gmbh          182,098
            La Bella & McNamara LLP                       77,419
            Leanin' Tree Inc.                             69,371
            Learning Horizons                            583,971
            Leisure Arts                               2,155,403
            Little Tiger Press                           127,782
            Lockton Insurance Broker Inc.                245,000
            Loren Paulsen                                107,601
            Mascot Books Inc.                            394,344
            Meredith Corporation                       3,248,052
            MG Publications                               96,558
            Millennium House                             286,776
            Modern Publishing                             80,688
            Motorbooks International                     260,326
            National Book Network                        795,445
            New Holland                                   65,455
            Northlight Communications, Inc.               58,508
            Octopus Publishing Group                     306,872
            Pac International Logistics Company          101,557
            Pacer Global Logistics                        97,517
            Palace Press International                   176,054
            Parragon Publishing                          108,257
            Penguin Putnam, Inc.                      19,941,765
            Penton Overseas, Inc.                        350,618
            Phidal Publishing Inc.                       982,658
            Prisa Acquisition LLC                        175,868
            Publications International                 9,383,966
            Publishers Group West                         86,066
            Random House                              33,078,867
            Rodale Press Inc.                            103,798
            Running Press                                119,412
            Simon & Schuster Inc.                     19,096,161
            Sounds True                                  191,540
            Spherion Corporation/Norrell Services        420,882
            Strang Communications                        327,190
            Studio Mouse                                 223,379
            Taj Books                                    432,631
            Templar Company PLC                          127,001
            Time Warner Trade Publishing               2,722,286
            Triumph Books                                507,883
            Tyndale House Publishing                     623,562
            United States Playing Card Co.             1,804,281
            Others                                    15,243,128

        *** The scheduled Unsecured Non-Priority Claims
            total US$173,443,265.  AMS' Summary of Schedules
            reports a total of US$174,596,806 for Unsecured Non-
            Priority Claims.  According to AMS, certain
            prepetition fixed, liquidated and undisputed
            unsecured claims have been paid as of the date of
            the filing of the Bankruptcy Materials.
            Accordingly, AMS says the actual unpaid claims of
            creditors that may be allowed may differ from the
            amounts set forth in the Bankruptcy Materials.

         TOTAL SCHEDULED LIABILITIES              US$216,608,357
                                                   =============

Based in San Diego, California, Advanced Marketing Services Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution, and publishing services, currently
primarily to the book industry.  The company has operations in
the U.S., Mexico, the United Kingdom, and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
(Advanced Marketing Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan expires
on April 28, 2007.


AMERICAN AIRLINES: Pilots Want To Maintain Retirement Age at 60
---------------------------------------------------------------
The Allied Pilots Association -- APA -- representing the 12,000
pilots of American Airlines, released the results of two
recently conducted polls that demonstrate strong continuing
support for maintaining mandatory retirement at age 60 for the
nation's commercial pilots.

In the first poll, 86 percent of American Airlines pilots
favored the current retirement rule, while 12 percent reported
that they wanted a change -- an overwhelming 7-to-1 margin.
When the poll results were broken down by age, they showed that
even the oldest pilots expressed a desire to maintain mandatory
retirement at age 60.  Furthermore, the safety of the traveling
public was cited as the No. 1 reason for maintaining the current
regulation.  This poll was conducted by the Wilson Center for
Public Research, a professional survey organization with
extensive experience conducting polls on behalf of a wide
variety of pilot groups and other labor organizations.  The
poll, conducted by phone, used a stratified random sample that
resulted in an accurate cross-section of the American Airlines
pilot group.  A total of 600 interviews were conducted,
providing a sample margin of error of 4 percent.

APA also conducted an in-house, Internet-based survey.  Of the
2,496 American Airlines pilots who responded, 79 percent
indicated they support maintaining mandatory retirement at age
60, while 18 percent indicated they desire a change.

Federal Aviation Administrator Marion C. Blakey recently
announced that the Federal Aviation Authority or FAA will issue
a formal Notice of Proposed Rulemaking later this year that
calls for raising retirement age to 65 to comply with a newly
adopted international standard.  Ironically, this untested
standard requires that at least one pilot on the flight deck be
under 60 years old, indicating that there continue to be
legitimate concerns about how old is too old to operate
commercial aircraft.

Since the FAA established age 60 retirement 48 years ago, not
one single airline accident has been attributed to the sudden or
subtle effects of aging.  Multiple studies have shown that a
pilot's mental and physical performance is impaired with
increasing age, and there is no definitive medical or functional
test that can determine which pilots could safely fly past age
60.

"The FAA should consider the concerns of the men and women in
the cockpits who have personally witnessed the impact of
advancing age on their fellow pilots," said APA President
Captain Ralph Hunter.  "APA strongly supports the current
mandatory retirement age of 60 until the FAA can definitely
establish that there will be no decrease in the current level of
flight safety.  Without this assurance, any change would be
tantamount to conducting an experiment on the traveling public."

              About Allied Pilots Association

Founded in 1963, the Allied Pilots Association
-- http://www.alliedpilots.org/--, the largest independent
pilot union in the U.S., is headquartered in Fort Worth, Texas.
APA represents the 12,000 pilots of American Airlines, including
more than 2,800 pilots on furlough.  The furloughs began shortly
after the Sept. 11, 2001 attacks.  Also, several hundred
American Airlines pilots are on full-time military leave of
absence serving in the armed forces.

               About American Airlines, Inc.

American Airlines, Inc. (NYSE:AMR) -- http://www.AA.com/--
American Eagle, and the AmericanConnection regional airlines
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more
than 1,000 aircraft.  American Airlines, Inc. and American Eagle
are subsidiaries of AMR Corporation.  It has Latin operations in
Mexico, Dominican Republic, Puerto Rico, Argentina, Bolivia,
Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Venezuela,
Uruguay, Belize, Costa Rica, El Salvador, Guatemala, Honduras,
Nicaragua and Panama.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service affirmed its 'B3' Corporate Family
rating for AMR Corp. and its subsidiary, American Airlines Inc.


BALLY TOTAL: Faces Default Due to Delayed Form 10-K Filing
----------------------------------------------------------
Bally Total Fitness has filed a notice with the U.S. Securities
and Exchange Commission on Form 12b-25 indicating that it is
unable to file its Annual Report on Form 10-K for the year ended
Dec. 31, 2006, by the March 16, 2007 deadline without
unreasonable effort and expense because it has not yet completed
the preparation of its financial statements for the year ended
Dec. 31, 2006.  The company is not yet able to determine when it
will be able to file this report.

Bally indicated that in determining the amount of its liability
for deferred revenue, the Company estimates membership life for
its members at the time that members enter into membership
agreements based on historical trends of actual attrition.  The
company has identified certain errors in its historical member
data used to create its estimates of membership life for those
members whose memberships are expected to extend beyond seven
years.  The company is also evaluating the assumptions it uses
in updating these attrition estimates throughout the
memberships' terms.  The company is evaluating the impact that
these data errors and the assumptions relating to attrition
estimates will have on its estimates of membership life and its
estimate of deferred revenue on previously reported annual and
interim consolidated financial statements as well as interim
consolidated financial statements and interim consolidated
financial information for 2006.

In its 12b-25 filing, Bally stated that it expects to report a
loss from continuing operations for 2006, and that it expects
cash collections of membership revenues in 2006 to be
approximately 3%, or more than $25 million, lower than cash
collections in 2005.  The trend of lower cash collections has
continued in the first eleven weeks of 2007 and is expected to
continue through at least the remainder of 2007.  These
unfavorable comparisons and trends reflect shortfalls in new
member additions and the continuing effects on cash collections
associated with the company's 2005 transition to its Build Your
Own Membership model, related changes in the company's sales
approach and club operating model, and heightened competition in
the company's key markets.  While the changes implemented to the
BYOM model since the third quarter of 2006 have led to some
improvement in certain key operating parameters, this progress
has not been sufficient to offset the impact of lower cash
collections from BYOM members added in 2005 and early 2006.

Bally reported that its results of operations for 2006 are still
being finalized by management, and that it expected certain
expenses to be higher in 2006 compared to 2005.  Those higher
expenses include an impairment charge estimated at US$35 to
US$37 million and associated with the carrying value of certain
long-lived assets, primarily leasehold improvements to certain
fitness clubs.  Interest expense increased approximately 20% (or
approximately US$16 million) in 2006, primarily due to the
amortization of deferred financing costs.

On March 14, 2007, the company's liquidity was approximately $45
million.  The company's availability under its amended and
restated Credit Agreement, subject to compliance with the terms
thereof, was approximately $2.1 million.

Further, as of March 14, 2007, the company had approximately
US$827 million in debt outstanding, which includes approximately
US$19 million in letters of credit.  Interest payments on the
company's public notes are due in April, July and October 2007,
along with the maturity of the US$300 million of 9-7/8% Senior
Subordinated Notes in October 2007.  The company is exploring a
broad range of options to restructure its debt obligations.  If
the company is unable to restructure that debt, is unable or
determines not to make the interest payments, or otherwise
determines that its financial condition and obligations
necessitate a broader restructuring, it may seek to reorganize
its operations under Chapter 11.  The company has engaged
Jefferies & Company, Inc. as its financial advisor.

The company's inability to file its 2006 Form 10-K by
March 16, 2007, will be a default under its public note
indentures. Subject to certain notice provisions, events of
default resulting from the company's failure to file and deliver
2006 audited financial statements, or make the interest payment
under its Senior Subordinated Notes on April 15, 2007, could
ultimately result in certain debt obligations becoming
immediately due and payable.

The company also said that management is assessing the
effectiveness of its internal control over financial reporting,
and has identified material weaknesses in the internal control
over financial reporting as of Dec. 31, 2006.

Bally's independent auditor, KPMG LLP, has informed the
company's Audit Committee that, in the absence of further
information in support of the company's ability to meet its
obligations as they become due, comply with certain debt
covenants and timely file its financial statements, its
auditors' report on the Company's consolidated financial
statements will include an explanatory paragraph indicating that
substantial doubt exists as to the company's ability to continue
as a going concern.  Further, the company also expects that the
independent auditor's report on internal control over financial
reporting will again include an adverse opinion on the
effectiveness of its internal controls over financial reporting,
consistent with management's conclusion that material weaknesses
exist.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed the Caa1 rating on Bally
Total Fitness Holding Corporation's US$235 million 10.5% senior
unsecured notes (guaranteed) due 2011 and the Caa3 rating on the
company's US$300 million 9.875% senior subordinated notes due
2007.  Moody's said the rating outlook remains negative.


BALLY TOTAL: May File for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Bally Total Fitness Holding Corp. told Reuters that it may file
for chapter 11 bankruptcy protection if it fails to restructure
its debt.

Bally Total said that while it has US$45 million in cash, it has
US$827 million in outstanding debt, Reuters relates.  The firm
is considering a broad range of options to decrease the debt.

Bally Total also told the U.S. Securities and Exchange
Commission that it is unable to file its annual report for 2006,
which was due March 16.  The firm said it doesn't know when it
will be able to file the report.  It has hired Jeffries & Co. as
its financial advisor, Reuters notes.

Bally Total told Reuters that it expects to report a loss from
continuing operations last year, with membership revenue
decreasing 3%, or over US$25 million less than 2005.

Bally Total Chief Executive Barry Elson said in a conference
call that membership collections have continued to decline
through the first 11 weeks of 2007, which is expected to
continue at least through 2008.

Reuters underscores that Bally Total has been trying to attract
new members in recent year.  The company has put itself on sale
in 2005 but it failed to find a buyer.

Bally Total's strained finances prevented it from making much-
needed improvements to its facilities in recent years, making it
vulnerable to its rivals that offer modern facilities to
clients.  To lessen its financial woes, the company will dismiss
workers, renegotiate rents and close "underperforming" clubs,
Reuters states, citing Mr. Elson.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed the Caa1 rating on Bally
Total Fitness Holding Corporation's US$235 million 10.5% senior
unsecured notes (guaranteed) due 2011 and the Caa3 rating on the
company's US$300 million 9.875% senior subordinated notes due
2007.  Moody's said the rating outlook remains negative.


CINEMARK INC: Reported 19.6% Revenue Increase for Year 2006
-----------------------------------------------------------
Cinemark Inc. reported results for the year ended Dec. 31, 2006.

For the year ended Dec. 31, 2006, revenues increased 19.6% to
US$1,220.6 million from US$1,020.6 million for the year ended
Dec. 31, 2005.  The increase was primarily related to a 7.6%
increase in attendance, a 10.2% increase in average ticket
prices, and a 9.1% increase in concession revenues per patron,
all of which were favorably impacted by the acquisition of
Century Theatres that was completed on Oct. 5, 2006.  The
company's operating income for the year ended Dec. 31, 2006, was
US$137.3 million compared with operating income of US$118.9
million for the year ended Dec. 31, 2005.  Adjusted EBITDA for
the year ended Dec. 31, 2006, increased 29.2% to US$271.6
million from US$210.1 million for the year ended Dec. 31, 2005.
The company's Adjusted EBITDA margin was 22.3% for the year
ended Dec. 31, 2006.  Net income for the year ended
Dec. 31, 2006, was US$8.4 million compared to net income of
US$22.4 million for the year ended Dec. 31, 2005.

The decrease in net income for the year ended Dec. 31, 2006, was
primarily due to goodwill impairment charges and increased
interest expense.  During the year ended Dec. 31, 2006, the
company completed a share exchange with its newly-formed parent,
Cinemark Holdings, Inc.  As a result of the share exchange,
which occurred on Oct. 5, 2006, the company was required to push
down the accounting basis of its stockholders as of the date of
the share exchange, which resulted in a higher basis than
historically presented.  The company's financial statements are
reflective of its historical basis for periods prior to the
share exchange, referred to as predecessor, and reflective of
the new basis for periods subsequent to the share exchange,
referred to as successor.  The company's total assets increased
approximately US$747.5 million, including US$508.8 million of
goodwill, as a result of the share exchange.  Goodwill
impairment charges were US$13.6 million during the year ended
Dec. 31, 2006.  As a result of the Century acquisition, total
assets increased approximately US$1,341.8 million.  The
company's interest expense increased approximately US$24.5
million during the year ended Dec. 31, 2006, primarily due to a
new senior secured credit facility, which was entered into to
finance a portion of the purchase price for the Century
acquisition, payoff debt assumed in the Century acquisition and
payoff the company's former senior secured credit facility.

Cinemark Inc. and its subsidiaries continue to be a leader in
the development of stadium seating multiplex theatres.  During
the year ended Dec. 31, 2006, the company opened 21 theatres
with a total of 232 screens; and on Oct. 5, 2006, the company
completed its acquisition of Century Theatres, adding an
additional 77 theatres with 1,017 screens.  On Dec. 31, 2006,
the company's aggregate screen count was 4,488, with screens in
the United States, Canada, Mexico, Argentina, Brazil, Chile,
Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica,
Panama and Colombia.  As of Dec. 31, 2006, the company had
signed commitments to open 17 new theatres with 227 screens
during 2007.  The company also had signed commitments to open 11
new theatres with 155 screens subsequent to 2007.

Cinemark Inc. -- http://www.cinemark.com/-- operates 202
theatres and 2,469 screens in 34 states in the United States and
operates 112 theatres and 932 screens internationally in 13
countries, mainly Mexico, South and Central America.  Cinemark
was founded in 1987 by its Chief Executive Officer and Chairman
of the Board, Lee Roy Mitchell.  In 2004 a controlling interest
in Cinemark was sold to Madison Dearborn Capital Partners.
Cinemark was among the first theatre exhibitors to offer
advanced real-time Internet ticketing at its own website.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 9, 2007, Moody's Investors Service placed Cinemark USA
Inc.'s bank rating on review for possible downgrade following
the announced tender offer by Cinemark USA for its 9% Senior
Subordinated Notes.  In accordance with Moody's Loss Given
Default Methodology, the elimination of the junior capital
currently provided by the 9% Senior Subordinated Notes would
lead to a one-notch downgrade of the bank debt if all the notes
are repaid.  Moody's also affirmed the B1 corporate family
rating and positive outlook for Cinemark, Inc. -- parent company
of Cinemark USA.  Moody's changed the outlook for Cinemark, Inc.
to positive on Feb. 2.

   Cinemark, Inc.

     -- B1 Corporate Family Rating Affirmed

     -- Positive Outlook

   Cinemark USA, Inc.

     -- Senior Secured Bank Credit Facility, Placed on Review
        for Possible Downgrade, currently Ba2

     -- Outlook, Changed To Rating Under Review From Positive


CLEAR CHANNEL: Highfields Capital Increases Stake to 5%
-------------------------------------------------------
Clear Channel Communications Inc. disclosed in a regulatory
filing with the Securities and Exchange Commission dated
March 15, 2007, that Highfields Capital Management LP now
beneficially owns a 5% stake in the company, equivalent to
24,854,400 shares at US$0.10 par value per share.

Sarah McBride of The Wall street Journal relates that
previously, Highfields Capital held about 3% of Clear Channel's
outstanding shares.

Boston, Mass.-based Highfields Capital is an investment
management firm focused on identifying long-term value
investments on behalf of public and private charitable
foundations, school endowments and other institutional and
private investors.  Highfields Capital currently manages
approximately US$10 billion in investment funds.

The increase, WSJ says, citing people familiar with the matter,
indicates that the investment company wants more influence in a
coming vote on a possible privatization of Clear Channel, which
Highfields opposes.

According to WSJ, Clear Channel, along with investors Bain & Co.
and Thomas H. Lee, are offering US$37.60 a share, but many
investors, including Highfields, believe the company is worth
more.

Clear Channel shareholders of record as of March 23, 2007, are
due to vote on the issue at the special meeting, which will be
held on April 19, 2007.

Highfields is Clear Channel's second-biggest holder, the Journal
says.

              About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc. -
- http://www.clearchannel.com/-- (NYSE:CCU) is a global leader
in the out-of-home advertising industry with radio and
television stations and outdoor displays.  Aside from the U.S.,
the company operates in 11 countries -- Norway, Denmark, the
United Kingdom, Singapore, China, the Czech Republic,
Switzerland, the Netherlands, Australia, Mexico and New Zealand.

                        *     *     *

Clear Channel's long-term local and foreign issuer credits carry
Standard & Poor's BB+ rating.

In addition, the company's senior unsecured debt and long-term
issuer default ratings were placed by Fitch at BB- on
Nov. 16, 2006.


CLEAR CHANNEL: Resets Shareholders Meeting to April 19
------------------------------------------------------
Clear Channel Communications Inc.'s Board of Directors has
rescheduled the special meeting of shareholders regarding the
proposed merger with the group led by Thomas H. Lee Partners
L.P. and Bain Capital Partners LLC and has set a new record
date.

Clear Channel shareholders of record as of March 23, 2007, will
be entitled to vote at the special meeting, which will now be
held on April 19, 2007.  Clear Channel's disinterested directors
continue to unanimously recommend that all Clear Channel
shareholders vote FOR the proposed merger.  The board's action
was unanimously approved by the disinterested directors, with
management and other interested directors rescuing themselves.

The company stated, "The disinterested directors of the Clear
Channel Board considered the substantial trading volume in Clear
Channel shares since the original record date for the special
meeting, and as the original record date no longer reflects
Clear Channel's current stockholder base, determined to set a
new record date to better align the economic and voting
interests of all Clear Channel shareholders.  The move will
allow shareholders who have purchased shares since the original
record date and who currently have economic stakes in the
company to participate in the vote."

The disinterested directors also concluded that postponing the
special meeting until April 19 was necessary in light of the
time required to prepare a revised proxy statement, mail the
proxy statement to Clear Channel's shareholder base as of the
new record date and give current shareholders -- many of whom
did not become shareholders until after the original record date
-- a meaningful opportunity to review the new proxy materials
and arrive at an informed judgment.  Clear Channel wants to
ensure that the important decision about the future of the
company is made by its current shareholders.

The special meeting will be held at 8:00 a.m. Central Time at
the Westin Riverwalk Hotel, 420 Market Street, San Antonio,
Texas.

November last year, Reuters reported that Clear Channel and its
directors faced a suit in a Texas state court following the
company's US$18.7 billion merger agreement with Bain and Thomas
H. Lee Partners.

The class action, which charged the company with breaching their
fiduciary duties by agreeing to sell the company, was filed with
the District Court for the 166th Judicial District in Bexar
County.

The lawsuit disclosed that the defendants "are acting contrary
to their fiduciary duty to maximize value on a change in control
of the company," the Reuters said.

Clear Channel reported revenues of US$7.07 billion and income
before discontinued operations of US$688.8 million for the full
year 2006.

              About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
-- http://www.clearchannel.com/-- (NYSE:CCU) is a global leader
in the out-of-home advertising industry with radio and
television stations and outdoor displays in various countries
around the world.  Aside from the U.S., the company operates in
11 countries -- Norway, Denmark, the United Kingdom, Singapore,
China, the Czech Republic, Switzerland, the Netherlands,
Australia, Mexico and New Zealand.

                        *     *     *

Clear Channel's long-term local and foreign issuer credits carry
Standard & Poor's BB+ rating.

In addition, the company's senior unsecured debt and long-term
issuer default ratings were placed by Fitch at BB- on
Nov. 16, 2006.


COTT CORPORATION: David Gibbons Joins Board of Directors
--------------------------------------------------------
Cott Corporation has appointed David T. Gibbons to its Board of
Directors.

Mr. Gibbons is an international business executive with both
Board level and CEO experience.  He is currently the Chairman of
the Perrigo Company, a publicly traded manufacturer of retailer
brand over-the-counter pharmaceutical and nutritional products.
Over the past seven years, he has held the positions of
President, Chief Executive Officer and Executive Chairman of
that company.

Prior to joining Perrigo, Mr. Gibbons held positions as
President of Europe and President of Home Products for
Rubbermaid Inc.  He also spent nearly 30 years with the 3M
Company, rising to the position of General Manager before
transitioning to Rubbermaid.

"I'm honored to be joining Cott's Board of Directors at a time
when the Company is undergoing significant change, both in its
core business and through expansion to new products, channels
and markets," commented Mr. Gibbons.  "My fellow Board members
each have impressive backgrounds and I look forward to working
with them and the management team to reposition the Company for
profitable growth."

"The appointment of Dave to our Board further expands the depth
and breadth of experience that we have added with new Board
appointments in the past year," said Frank Weise, Chairman of
Cott's Board of Directors.  "It's hard to find someone with
David's combination of experience in a retailer brand
environment, in leading turnarounds and in managing
international businesses.  We're very pleased that he will be
bringing that experience to
Cott's Board."

"I look forward to benefiting from Dave's broad experience and
insight as we continue to implement our strategy of reducing
costs, strengthening our customer relationships and driving
innovation," added Brent Willis, Chief Executive Officer of
Cott.

In addition, Cott announced that two of the company's current
Board members will not stand for re-election at the company's
annual meeting in April.

Colin Adair was one of Cott's first Board members when the
Company went public in 1986.  He made important contributions to
Cott' explosive growth under the founder Gerry Pencer and has
served on the Board for 21 years.

John Bennett joined the Board in 1998 and provided valuable
counsel and support to the management team during a period of
restructuring, change in controlling shareowner, and the
divestiture of several non-core businesses.  His financial
knowledge and expertise have been great assets to the Board's
Audit Committee for many years.  Both members are stepping down
to devote more time to their professional commitments.

"I want to thank Colin and John for their commitment and
significant contributions to the Board and to Cott," commented
Mr. Weise.  "They have been valuable colleagues and have helped
guide the Company through many periods of challenge and growth.
They will certainly be missed by their fellow Board members."

Headquartered in Toronto, Ontario, Canada, Cott Corp.
(NYSE:COT; TSX:BCB) -- http://www.cott.com/-- is a non-
alcoholic beverage company and a retailer brand beverage
supplier.  The Company commercializes its business in over 60
countries worldwide, with its principal markets being the United
States, Canada, the United Kingdom and Mexico.  Cott markets or
supplies over 200 retailer and licensed brands, and Company-
owned brands including Cott, Royal Crown, Vintage, Vess and So
Clear.  Its products include carbonated soft drinks, sparkling
and flavored mineral waters, energy drinks, juices, juice
drinks and smoothies, ready-to-drink teas, and other non-
carbonated beverages.

As reported in the Troubled Company Reporter-Latin America on
Feb. 6, 2007, Standard & Poor's Ratings Services lowered its
ratings on Toronto-based private label soft drink manufacturer
Cott Corp., by one notch, including its long-term corporate
credit rating, to 'B+' from 'BB-'.  S&P said the outlook is
negative.


COTT CORP: Hires William Reis as SVP & Chief Procurement Officer
----------------------------------------------------------------
Cott Corp. has selected William "Bill" Reis to fill the
positions of senior vice president, Global Procurement and chief
procurement officer, effective March 26.

Mr. Reis has nearly 20 years of experience in the procurement
field, including 13 years with the Coca-Cola Company in various
purchasing and procurement roles in the U.S., Europe, and Latin
America.

Most recently he was senior vice president and chief procurement
officer for Revlon and prior to that, he spent three years as
vice president of Global Procurement Management for Goldman
Sachs.

"We are extremely fortunate to have someone with Bill's depth of
experience and global track record in procurement joining the
team at a time when managing our raw material costs is so
critical to Cott's growth and success," said Rick Dobry, Cott's
chief manufacturing and supply chain officer.

"His appointment is another step we've taken to strengthen our
organization and leverage our global support functions to reduce
costs and become the best partner to our retailer customers."

In prior roles, Mr. Reis introduced cost reduction, commodity
procurement, and forecasting programs that resulted in millions
of dollars in annual savings.  He was also responsible for the
implementation of leading-edge E-Sourcing technologies.

Mr. Reis will be based in Cott's Tampa, Florida, office and a
member of the Manufacturing and Supply Chain executive team.

                        About Cott Corp.

Headquartered in Toronto, Ontario, Canada, Cott Corp. (NYSE:COT;
TSX:BCB) -- http://www.cott.com/-- is a non-alcoholic beverage
company and a retailer brand beverage supplier.  The Company
commercializes its business in over 60 countries worldwide, with
its principal markets being the United States, Canada, the
United Kingdom, and Mexico.  Cott markets or supplies over 200
retailer and licensed brands, and Company-owned brands including
Cott, Royal Crown, Vintage, Vess and So Clear.  Its products
include carbonated soft drinks, sparkling and flavored mineral
waters, energy drinks, juices, juice drinks and smoothies,
ready-to-drink teas, and other non-carbonated beverages.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 6, Standard & Poor's Ratings Services lowered its ratings
on Toronto-based private label soft drink manufacturer Cott
Corp. by one notch, including its long-term corporate credit
rating, to 'B+' from 'BB-'.  S&P said the outlook is negative.


DELTA AIR: Posts US$109 Million Net Loss in January 2007
--------------------------------------------------------

                      DELTA AIR LINES, INC.
            Unaudited Consolidated Balance Sheets
                     As of January 31, 2007

                             ASSETS

CURRENT ASSETS:
Cash and cash equivalents                      US$2,146,000,000
Short-term investments                              470,000,000
Restricted cash                                     885,000,000
Accounts receivable, net of an allowance for
   uncollectible accounts of $21                  1,007,000,000
Expendable parts and supplies inventories, net
   of an allowance for obsolescence of $162         180,000,000
Deferred income taxes, net                          400,000,000
Prepaid expenses and other                          533,000,000
                                                ---------------
Total current assets                              5,621,000,000

PROPERTY AND EQUIPMENT:
Flight equipment                                 17,675,000,000
Accumulated depreciation                         (6,858,000,000)
                                                ---------------
Flight equipment, net                            10,817,000,000

Ground property and equipment                     4,581,000,000
Accumulated depreciation                         (2,864,000,000)
                                                ---------------
Ground property and equipment, net                1,717,000,000

Flight and ground equipment
   under capital leases                             473,000,000
Accumulated amortization                           (141,000,000)
                                                ---------------
Flight and ground equipment
   under capital leases, net                        332,000,000
                                                ---------------

Advance payments for equipment                       71,000,000
                                               ---------------
Total property and equipment, net                12,937,000,000

OTHER ASSETS:
Goodwill                                            227,000,000
Operating rights and other intangibles,
   net of accumulated amortization of $191           89,000,000
Other noncurrent assets                             873,000,000
                                                ---------------
Total other assets                                1,189,000,000
                                                ---------------
Total assets                                  US$19,747,000,000
                                                ===============

             LIABILITIES AND SHAREOWNERS' DEFICIT

CURRENT LIABILITIES:
Current maturities of long-term debt
   and capital leases                          US$1,829,000,000
Accounts payable                                   $952,000,000
Air traffic liability                             2,072,000,000
Taxes payable                                       556,000,000
Deferred revenue                                    371,000,000
Accrued salaries and related benefits               408,000,000
Other accrued liabilities                           266,000,000
                                                ---------------
Total current liabilities                         6,454,000,000

NONCURRENT LIABILITIES:
Long-term debt and capital leases                 6,029,000,000
Deferred income taxes, net                          406,000,000
Deferred revenue and other credits                  348,000,000
Other                                               366,000,000
                                                ---------------
Total noncurrent liabilities                      7,149,000,000

LIABILITIES SUBJECT TO COMPROMISE                19,828,000,000

COMMITMENTS AND CONTINGENCIES

SHAREOWNERS' DEFICIT:
Common stock:
US$0.01 par value; 900,000,000 shares
   authorized; 202,081,648 shares issued              2,000,000
Additional paid-in capital                        1,561,000,000
Accumulated deficit                             (14,523,000,000)
Accumulated other comprehensive loss               (500,000,000)
Treasury stock at cost, 4,745,710 shares           (224,000,000)
                                                ---------------
Total shareowners' deficit                      (13,684,000,000)
                                                ---------------
Total liabilities and shareowners' deficit    US$19,747,000,000
                                                ===============

                      DELTA AIR LINES, INC.
          Unaudited Consolidated Statement of Operations
              For the Month Ended January 31, 2006

OPERATING REVENUES:
Passenger:
   Mainline                                      US$877,000,000
   Regional affiliates                              287,000,000
Cargo                                                35,000,000
Other, net                                           98,000,000
                                                ---------------
Total operating revenues                          1,297,000,000

OPERATING EXPENSES:
Aircraft fuel                                       317,000,000
Salaries and related costs                          306,000,000
Contract carrier arrangements                       238,000,000
Depreciation and amortization                        98,000,000
Contracted services                                  98,000,000
Passenger commissions and
   other selling expenses                            70,000,000
Aircraft maintenance materials and
   outside repairs                                   70,000,000
Landing fees and other rents                         63,000,000
Aircraft rent                                        25,000,000
Passenger service                                    24,000,000
Restructuring, asset writedowns, pension
   settlements and related items, net                 1,000,000
Other                                                52,000,000
                                                ---------------
Total operating expenses                          1,362,000,000
                                                ---------------
OPERATING INCOME                                    (65,000,000)
                                                ---------------
OTHER INCOME (EXPENSE):
Interest expense (contractual interest
   expense equals $95,000,000 for the month ended
   January 31, 2006)                                (68,000,000)
Interest income                                       5,000,000
Miscellaneous, net                                   13,000,000
                                                ---------------
Total other expense, net                            (50,000,000)
                                                ---------------
LOSS BEFORE REORGANIZATION ITEMS, NET              (115,000,000)

REORGANIZATION ITEMS, NET                             6,000,000
                                                ---------------
LOSS BEFORE INCOME TAXES                           (109,000,000)

INCOME TAX BENEFIT                                           --
                                                ---------------
NET LOSS                                        (US$109,000,000)
                                                ===============

                      DELTA AIR LINES, INC.
    Unaudited Condensed Consolidated Statement of Cash Flows
               For the Month ended January 31, 2006

NET CASH USED BY OPERATING ACTIVITIES            US$275,000,000

CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions:
   Flight equipment, including
      advance payments                              (53,000,000)
   Ground property and equipment                    (12,000,000)
Proceeds from sale of flight equipment                3,000,000
Other, net                                           11,000,000
                                                ---------------
Net cash provided by investing activities           (51,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt and
   capital lease obligations                       (112,000,000)
                                                ---------------
Net cash used by financing activities              (112,000,000)
                                                ---------------
Net decrease in cash and cash equivalents           112,000,000

Cash & cash equivalents at beginning of period    2,034,000,000
                                                ---------------
Cash & cash equivalents at end of period       US$2,146,000,000
                                                ===============

Delta Air Lines filed its Monthly Operating Report for
January 2007 with the U.S. Bankruptcy Court for the Southern
District of New York.  Key points include:

    * Delta's January 2007 net loss was US$109 million.
      Excluding reorganization items, the January 2007 net loss
      was US$115 million.

    * As of Jan. 31, 2007, Delta had US$2.6 billion of
      unrestricted cash, cash equivalents and short-term
      investments.

Delta reported a net loss of US$109 million in the month of
January 2007, compared to a net loss of US$300 million in
January 2006.  Delta's net loss before reorganization items was
US$115 million for January 2007, a US$98 million improvement
versus the prior year period.  Delta's operating loss of US$65
million, an US$81 million improvement over January 2006,
includes a US$15 million negative impact of fuel hedges for the
month.  As of Jan. 31, 2007, Delta had US$3.6 billion of cash,
cash equivalents and short-term investments, of which US$2.6
billion was unrestricted.

                    Restructuring Progress

Delta remains on course to emerge from Chapter 11 in Spring
2007, having made significant progress in transforming the
airline into a strong and vibrant competitor.  Evidence of the
company's progress in January's performance:

     * Delta's consolidated passenger unit revenue (PRASM)
       increased 3.7% for January 2007 compared to January 2006.
       Delta's length of haul adjusted PRASM increased 6.1% for
       January 2007 versus January 2006, as compared to the
       industry (excluding Delta) average PRASM increase of 1.7%
       over the same period.

     * Delta's operating expenses remained essentially flat
       despite a capacity increase of 2.9%, resulting in a 2.7%
       reduction in consolidated unit costs (CASM) in January
       2007 compared to January 2006.  Mainline non-fuel CASM
       was 7.19 cents for the month, a 7.1% improvement year
       over year.

"The year-over-year improvement in our results continues to
reflect the progress we are making in transforming our
business," said Edward H. Bastian, Delta's executive vice
president and chief financial officer.  "January's results were
in line with our plan, for what is typically Delta's slowest
travel month.  We remain on track to emerge from bankruptcy as a
strong, healthy and independent global carrier this spring."

                Important Financial Disclosure

Current holders of Delta's equity will not receive any
distributions under Delta's proposed Plan of Reorganization.
These equity interests would be cancelled upon the effectiveness
of the proposed Plan of Reorganization, which the company
believes will be shortly after the confirmation hearing
scheduled on April 25, 2007.  Accordingly, we urge that caution
be exercised with respect to existing and future investments in
Delta's equity securities and any of Delta's liabilities and
other securities.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
Company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.  (Delta Air Lines Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the adequacy
of the Debtors' disclosure statement.  The hearing to consider
confirmation the Debtors' plan is scheduled on April 25, 2007.


FORD MOTOR: Investors Speculate on Jaguar & Land Rover Sale
-----------------------------------------------------------
The recent sale of Ford Motor Company's Aston Martin brand has
led investors to wonder if the automaker will capitalize on the
current popularity of luxury brands and market its British
Jaguar and Land Rover units, John D. Stoll writes for the Wall
Street Journal.

As reported in the TCR-Europe on March 13, Ford has entered into
a definitive agreement to sell Aston Martin, its prestigious
sports car business, to a consortium comprised of David
Richards, John Sinders, Investment Dar, and Adeem Investment
Co., for GBP479 million (US$925 million).

Ford CEO Alan Mulally said on March 12 that the sale would help
Ford "operate profitably at lower volumes and changed model mix,
and speed development of new products."

Ford has said before that it isn't putting its Jaguar and Land
Rover brands on the market right now, although the company has
not closed the doors on a sale as it is still considering its
options, WSJ states.

Mr. Mulally revealed in January that he might consider selling
the company's Jaguar brand, threatening about 8,000 car workers'
jobs.

According to the WSJ report, analysts say there has been a
higher demand for luxury cars lately as compared with light
vehicles, signaling a marked boost in the luxury goods market.

However, selling the Jaguar and Land Rover units may prove to be
quite the challenge for Ford and potential investors, as it
would dismantle the Premier Automotive Group strategy, which the
company introduced in 1999 to cash in on the boom in luxury-car
demand, WSJ relates.

Jaguar is part of the Premier Automotive Group -- the
organization under which all of Ford's European brands are
grouped -- including other brands like Volvo and Land Rover.

Ford predicted in 2002 that the unit would contribute at least a
third of its profits by 2005.  However, the group posted a
US$327 million (EUR247 million) net loss in 2006, which is one
of the reasons why Ford's net loss ballooned to US$12.7 billion
(EUR9.6 billion), the Financial Times reports.

In Ford's second quarter results, the segment incurred US$180
million in net loss.  The company's management said the decline
in earnings in the PAG segment primarily reflected unfavorable
currency exchange related to the expiration of favorable hedges,
adjustments to warranty accruals for prior model-year vehicles,
mainly at Land Rover and Jaguar, and lower market share at Volvo
associated with new model changeovers, offset partially by
favorable product and market mix and lower overhead costs.

                    About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 280,000
employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land
Rover, Lincoln, Mazda, Mercury, and Volvo.  Its automotive-
related services include Ford Motor Credit Company and The Hertz
Corporation.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan
and '2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


GENERAL MOTORS: Moves 20% of Pension Assets from Stocks to Bonds
----------------------------------------------------------------
General Motors Corp. said Wednesday it was shifting 20% of its
pension assets to bonds from stocks in a bid to protect the
assets of plans overfunded by US$17.1 billion, Reuters reports.

According to the report, the automaker's pension plans will now
be invested about 52% in global bonds, 29% in global equity, 8%
in real estate and 11% in alternative investments.

GM, the source says, had a 15% return on pension assets in 2006,
well ahead of general market performance and an improvement on
the strong 13% return on assets in 2005.

With the shift of asset allocation, Reuters relates that GM
lowered its expected return on assets for 2007 to 8.5%, down
from the previous assumption of a 9% return.

The automaker had undertaken the asset shift at the end of 2006
and early 2007, Reuters says, citing company's Chief Financial
Officer Fritz Henderson.

The shift is intended to reduce the expected volatility of asset
returns in the plan's funded status, and lower the probability
of any future funding requirements," Mr. Henderson said in the
report.

GM, which reported lower net loss for 2006, to US$2.0 billion
from a net loss of US$10.4 billion in 2005, earlier said that it
agreed to pay approximately US$1 billion in settlement charges
to GMAC Financial Services by the end of the first quarter in
relation to a change in the lending arm's balance sheet.

The cash settlement is related to the impact that problems in
the subprime mortgage segment, which focuses on borrowers with
low credit scores, have had on GMAC's book value, The Wall
Street Journal said, citing people familiar with the settlement.

                 About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.


GENERAL MOTORS: DBRS Holds Rating on Long-Term Debt at B Neg.
-------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of General
Motors Corporation and General Motors of Canada Limited at B and
R-5 and the trends remain Negative.

General Motors Corp.'s confirmed ratings:

   * Commercial Paper Confirmed R-5 Neg

   * Convertible Debentures Confirmed B Neg

   * Ind. Dev. Empower. Zone Rev. Bds., S2004
     (Issued by NYC Ind. Dev. Agency, Guar. by GMC) Confirmed B
     Neg

   * Long-Term Debt Confirmed B Neg

General Motors of Canada Limited confirmed ratings:

   * Commercial Paper Confirmed R-5 Neg
   * Long-Term Debt Confirmed B Neg

The rating actions reflect the fact that GM's financial profile
remains weak despite improved results at its North American
automotive operations.  The Negative trends indicate that the
company continues to face considerable headwinds in its
recovery.

GM has reported stronger results for the fourth quarter of 2006,
reflecting the progress made by the company in restructuring its
Automotive business, particularly in North America where the
company's Automotive operations were profitable again.  Net
income, excluding special items, at GMNA, its problematic
segment, was almost breakeven compared with a US$1.4 billion
loss in the prior-year period.  The progress in structural cost
reductions was the key driver, and an improved product mix was
also a contributing factor.

However, unit volume sales continued to decline and the
resultant low capacity utilization remains a concern.  GM was
also affected by a loss at GMAC LLC, its former wholly owned
finance subsidiary.  Weaknesses in the "sub-prime" mortgage
market in the United States have depressed the performance of
the mortgage operations of GMAC, which reported a large loss for
the quarter.  GM achieved positive operating cash flow, on an
adjusted basis, for the quarter, another favourable development.
Liquidity at the company remains above average, with US$26.4
billion in cash and short-term marketable securities at the end
of 2006.  DBRS believes that GM should have no problem funding
its normal operations and restructuring initiatives.

GM sold a 51% interest of GMAC LLC to a consortium led by
Cerberus Capital Management on Nov. 30, 2006.  As a result of
the weak performance at GMAC, GM will refund approximately US$1
billion to GMAC, in the form of a capital contribution, to
restore GMAC's adjusted tangible equity balance as of
Nov. 30, 2006, to the US$14.4 billion level that was agreed upon
in the sale agreement.  DBRS believes that this unexpected
payment, although a negative, would not have a material impact
on the company's ability to meet its funding needs.

GM has also announced that it has restated its stockholders'
equity as of Dec. 31, 2001, by US$245 million related to
deferred tax liabilities and taxation of foreign currency
transactions.  In addition, the company had also restated its
financial statements for 2002 through to the third quarter of
2006, largely due to hedge accounting.  The adjustments had no
impact on cash flow for any of the restated periods.  However,
similar to last year, these restatements may lead to issues with
various existing financing agreements such as sale/leasebacks
and leases.  Nevertheless, DBRS believes that, based on the
experience in 2006, the current restatements are not likely to
cause problems for GM.

Despite the recent improvement, DBRS notes that the company's
financial profile remains weak.  GM still faces significant
headwinds to turn around its North American Automotive
operations.  Challenges affecting GM include:

  1. Labor negotiations at Delphi Corporation, GM's largest
     parts supplier and a former subsidiary, are still ongoing,
     although labour tension at Delphi has eased significantly
     recently, reducing the odds of an extended strike but the
     risk still exists.

  2. GMNA has been ineffective in stopping its market share
     decline.  Stabilizing market share is critical to GMNA's
     turnaround.

  3. Capacity utilization at GMNA remains unsatisfactory despite
     its ongoing downsizing efforts.

  4. The large legacy cost burden, high wage rates and employee
     benefit costs and the costly "jobs bank" for temporarily
     laid off workers make GMNA one of the highest cost
     automobile manufacturers.  The restrictive labor contract
     and a large number of inflexible production lines also
     limit GMNA's ability to improve operating efficiency.

  5. GMNA used to benefit from price concessions from suppliers.
     With weakening financial health at most parts suppliers, as
     evidenced by a number of bankruptcy filings recently,
     further price concessions would be difficult to achieve.

Moreover, prices from some weak suppliers are more likely to
rise to protect the supply base.  In addition, the continuing
high commodity prices further add to GMNA's cost base.

DBRS notes that there are a number of positive developments
supporting the current ratings.  GM is on track to achieve
its structural cost reduction target of US$9 billion in 2007.
The reception of the new models has been encouraging, and a
strengthening product cadence should help GM to stabilize its
market share.  The company continues to have an above-average
liquidity position.

DBRS notes that, going forward, GM's ratings are largely
dependant on the continuing progress at GMNA, which has become
more difficult due to the high risk of a slowdown in vehicle
demand in North America due to a sharp decline in the housing
market, still-high gasoline prices and high interest rates.  The
upcoming contract negotiations with the UAW in September 2007
will be another key event affecting GMNA.  A lack of meaningful
progress in GMNA would likely lead to downgrades of the current
ratings.


GENERAL MOTORS: Earns US$2.2 Billion in Full Year 2006
------------------------------------------------------
General Motors Corp. posted net income for 2006, excluding
special items, of US$2.2 billion, compared with a net loss of
US$3.2 billion in 2005, marking a US$5.4 billion improvement.

Including special items, GM had a net loss of US$2.0 billion for
2006, compared with a net loss of US$10.4 billion in the year-
ago period.  GM earned record revenue of US$207 billion in 2006,
compared with US$195 billion in 2005.

"We needed 2006 to be a big year, and it was," GM Chairman and
CEO Rick Wagoner said.  "Our performance last year reflects the
significant progress we've made toward transforming GM into a
more competitive, global business focused on long-term,
sustainable success.  The improvement is a credit to our
employees, union partners, dealers and suppliers worldwide.
It's also validation that our strategy is working, and faster
than many people thought possible."

"But nobody at GM is declaring victory, because we all know
there is still a lot more work to do to achieve our goals of
steady growth, solid profitability and positive cash flow
generation. We're confident that the momentum we generated in
2006 will continue to build through this year and beyond," Mr.
Wagoner added.

GM's net income in the fourth quarter 2006 was US$180 million
excluding special items.  These results compare to a net loss of
US$936 million in the year ago period.  Including the net
favorable effect of all special items, GM's net income was
US$950 million in the fourth quarter of 2006, compared with a
loss of US$6.6 billion in the fourth quarter of 2005.  GM had
revenue of US$51.2 billion in the fourth quarter 2006, compared
with US$51.7 billion in the same period a year ago, with the
decline more than accounted for by the exclusion of GMAC revenue
starting Dec. 1, 2006.

The reported results for the fourth quarter 2006 include special
items totaling US$770 million after tax.  These are primarily
attributable to gains related to GMAC transaction-related items
and the sale of the GM desert proving ground property, partially
offset by costs related to previously announced GM restructuring
items.

                   GM Automotive Operations

Net income from global automotive operations for 2006 improved
by more than US$5.7 billion, totaling US$422 million on an
adjusted basis, excluding special items (reported net loss of
US$3.2 billion).  Adjusted net income for GM's automotive
operations in the fourth quarter 2006 was US$228 million
(reported net income of US$194 million), compared with an
adjusted loss of US$1.2 billion in the year-ago period.

GM sold 9.1 million vehicles worldwide in 2006.  For the second
consecutive year, unit sales outside of the U.S. surpassed
domestic sales with almost 5 million units, or 55 percent of
global volume.  GM Europe (GME), GM Asia Pacific (GMAP), and GM
Latin America, Africa and the Middle East (GM LAAM) all set
regional sales records, with GME exceeding 2 million units, GMAP
topping 1.25 million units, and LAAM surpassing 1 million units
for the first time.

GM North America (GMNA) posted a US$5 billion earnings
improvement in 2006, with an adjusted net loss of US$779 million
(reported net loss of US$4.6 billion).  In the fourth quarter of
2006, GMNA recorded its fourth consecutive quarter of more than
US$1 billion improvement in adjusted earnings.  GMNA had an
adjusted net loss of US$14 million in the fourth quarter 2006
(reported net income of US$50 million), versus an adjusted loss
of US$1.4 billion in the same quarter 2005.  The calendar year
improvement was realized despite a 207,000 unit reduction in
GMNA production to balance inventory with deliveries, and
reflects continued significant reductions in structural costs
related to health care, manufacturing and workforce attrition,
as well as positive sales mix and the impact of the company's
product and value focused sales and marketing strategy.

GM reduced structural costs in North America by US$6.8 billion
in 2006, exceeding its target of US$6 billion, and remains on-
track to deliver the previously announced US$9 billion of annual
structural cost savings in 2007(versus 2005 structural cost
levels).  GM's progress in globalizing its product development,
powertrain and manufacturing operations, combined with
aggressive GMNA turnaround actions, are driving these
significant structural cost reductions. GM reduced its global
automotive structural cost from over 34 percent of revenue in
2005 to 30 percent of revenue in 2006, an impressive first step
toward GM's goal of cutting structural cost to 25 percent of
revenue by 2010.

"We made very significant progress in 2006 toward our 25 percent
structural cost goal," Mr. Wagoner said.  "At the same time, we
continue to invest heavily in future products, technology and
growth markets. GM plans to increase its global capital spending
from US$7.5 billion in 2006, to between US$8.5 and US$9 billion
in 2007 and 2008."

GM's commitment to quality and design leadership was reinforced
in 2006 with strong consumer and media reception to GM's newest
cars and trucks, including the Chevrolet Tahoe, GMC Yukon, and
Cadillac Escalade full-size utilities; GMC Sierra and Chevrolet
Silverado full-size pickups; the Saturn Aura midsize sedan; Opel
Corsa small car; and the Holden Commodore fullsize sedan.  In
addition, early public reaction to the Saturn Outlook and GMC
Acadia midsize crossovers, introduced late in 2006, has been
positive.

GME posted its first full year of profitability since 1999 with
adjusted earnings of US$227 million for 2006 (reported net loss
of US$225 million).  GME had an adjusted loss of US$8 million in
the fourth quarter 2006 (reported net loss of US$119 million),
compared to net income of US$5 million in the year-ago quarter.
GME revenue in the fourth quarter 2006 was US$9 billion, up from
US$8.1 billion in the same quarter 2005.  Contributing to GME's
improved performance during the year was strong revenue growth
due to record volume of over 2 million units, and continued
structural cost reductions.

"The actions we've taken in Europe to reduce structural cost and
re-energize our product lineup is making a big impact on the
business," Mr. Wagoner noted.  "And our multi-brand approach in
Europe is really getting traction.  The Opel/Vauxhall brands are
strengthening, led by products like the all-new Corsa and
segment-leading Meriva and Zafira.  And, the Chevrolet brand
again achieved record sales, while Saab and Cadillac also
demonstrated strong growth.  And we're especially pleased with
our progress in Russia, where GM sales grew 73 percent in 2006."

GMAP delivered adjusted earnings of US$441 million in 2006
(reported net income of US$1.2 billion), compared with US$557
million in 2005, with the decline totally attributable to the
loss of Suzuki equity income in 2006, as a result of the
divestiture of most of GM's holdings in Suzuki Motor Corp.
For the fourth quarter of 2006, GMAP's adjusted earnings were
US$122 million (reported net income of US$135 million),
consistent with the same quarter 2005 earnings of US$124
million.  Record 2006 sales of GM Daewoo products contributed to
GM's continued strong performance in the region, headlined by
sales gains of 32 percent in China and 19 percent in Korea.

"The AP region remains the core of GM's global growth strategy.
In 2006, GM advanced its leading position in China, again
improving its market share to almost 12 percent.  We also
announced plans to add a new assembly plant in India to take
advantage of opportunities in that important market, and we
continue to grow in Korea," Mr. Wagoner said.

GM's LAAM region delivered its best financial performance in 10
years with adjusted earnings of US$533 million in 2006 (reported
net income of US$490 million), an improvement of US$381 million
over 2005.  GMLAAM also recorded adjusted and reported fourth
quarter earnings of US$128 million, up from adjusted earnings of
US$63 million in the same quarter of 2005.  These improvements
were driven by record revenue and volume for the region, and
significant gains at GM do Brasil.

"By cost-effectively leveraging GM's products and resources from
around the world, GM LAAM has been able to take advantage of
growth opportunities throughout the region, achieving milestone
sales of over 1 million units and impressive revenue and profit
results," Mr. Wagoner said.

                            GMAC

On a standalone basis, GMAC Financial Services reported 2006 net
income of US$2.1 billion, compared with net income of US$2.3
billion in 2005.  GMAC's operating earnings for 2006, excluding
two significant items, amounted to US$2.0 billion, compared to
US$2.7 billion of operating earnings in 2005.

For the fourth quarter of 2006, GMAC had net income of
US$1.0 billion, up from US$112 million in the fourth quarter of
2005.  The 2006 fourth quarter results include a US$791 million
after-tax benefit related to deferred tax liabilities that GMAC
transferred to GM when GMAC converted to a Limited Liability
Company (LLC). Conversely, fourth quarter 2005 results
included the impact of goodwill impairment charges of US$439
million after-tax.  Excluding the LLC benefit, GMAC operating
earnings for the fourth quarter 2006 were US$225 million,
compared to US$551 million in the year-ago period.

On Nov. 30, 2006, GM closed the previously announced transaction
to sell 51 percent controlling interest in GMAC to an investor
consortium led by Cerberus Capital.  As a result of the closing
of the GMAC transaction, GMAC results through November were
fully consolidated in GM's reporting, and December results were
reflected on an equity income basis for GM's remaining 49
percent interest.

After adjusting GMAC results for equity income in December,
dividends to GM on preferred stock and various transaction-
related items, GM reported an adjusted net loss of US$284
million associated with GMAC for the fourth quarter 2006, and
net income of US$1.5 billion for the calendar year.  Going
forward, GM will record GMAC results on an equity income basis.

Based on GMAC's results, GM will refund approximately US$1
billion to GMAC, in the form of a capital contribution, to
restore its adjusted tangible equity balance as of Nov. 30,
2006, to the US$14.4 billion level that was agreed upon in
conjunction with the 51 percent sale of GMAC.  The amount of the
refund reflects reduced tangible book value at Nov. 30, 2006,
principally caused by a deterioration in GMAC's Residential
Capital, LLC (ResCap) earnings, changes in GMAC deferred tax
balances and the restatement of prior financial results.

For additional details on GMAC 2006 fourth quarter and calendar-
year financial results, see the company's earnings release dated
March 13, on the company Web site at http://www.gmacfs.com/

                     Cash and Liquidity

GM achieved positive adjusted operating cash flow for the fourth
quarter 2006 of approximately US$300 million, an improvement of
US$1.4 billion compared to the fourth quarter 2005.

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association (VEBA) Trust
totaled US$26.4 billion at Dec. 31, 2006, up from US$20.4
billion on Sept. 30, 2006.  In addition to the impact of
favorable operating cash flow in fourth quarter, this
reflects the impact of distributions received from the closing
of the sale of the 51 percent interest in GMAC.

                   Financial Restatements

GM previously disclosed that it had understated its
stockholders' equity as of Dec. 31, 2001, and subsequent periods
by approximately US$500 million related to deferred tax
liabilities and taxation of foreign currency translation.  GM
confirmed a final adjustment to stockholders' equity as of
Jan. 1, 2002, of US$245 million.

GM also previously disclosed it would be restating its financial
statements for 2002 through the third quarter of 2006 largely
due to hedge accounting.  The following chart provides a summary
of the impact of the restatements on reported net income for the
2002-2006 periods.

          (US$Ms) GM Reported Net Income (after-tax GAAP)

                      Q1-Q32006    2005    2004    2003    2002
                      ---------    ----    ----    ----    ----
Previously reported    (3,025)   (10,567) 2,804   3,859   1,574
Adjustments                97       150   (103)   (334)     161
Restated results       (2,928)   (10,417) 2,701   3,525   1,735

These results had no impact on cash flow for any of the restated
periods.

GM said it will file its annual report on Form 10-K with the
Securities and Exchange Commission today.

                US$1 Billion GMAC Settlement

As reported yesterday in the Troubled Company Reporter, GM
agreed to pay approximately US$1 billion in settlement charges
to GMAC Financial Services by the end of the first quarter in
relation to a change in the lending arm's balance sheet, John D.
Stoll of The Wall Street Journal wrote.

The cash settlement is related to the impact that problems in
the subprime mortgage segment, which focuses on borrowers with
low credit scores, have had on GMAC's book value, WSJ said,
citing people familiar with the settlement.

As reported in the Troubled Company Reporter on Dec. 1, 2006, GM
completed the sale of a 51% interest in GMAC to a consortium of
investors led by Cerberus FIM Investors LLC and including wholly
owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The
PNC Financial Services Group Inc.

The transaction was intended to preserve the mutually beneficial
relationship between GM and GMAC, while improving GMAC's access
to cost-effective funding.  In addition, the sale of the
controlling interest in GMAC was intended to provide significant
liquidity to GM that will support its North American turnaround
plan, finance global growth initiatives, and strengthen its
balance sheet.

                 About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.


PORTRAIT CORP: Has Until May 28 to Remove Civil Actions
-------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave Portrait Corporation of America Inc. and its
debtor-affiliates until the earlier of plan confirmation and
May 28, 2007, to remove prepetition civil actions.

The Debtors are currently party to numerous State Court Actions.
The Debtors pointed out that this is simply not the time for
them to be reviewing state court litigations for purposes of
removal.

The Debtors recently filed their proposed plan of reorganization
and an accompanying disclosure statement with the Court.  The
Debtors want to obtain Court approval of their plan by the end
of April 2007.  Before that, the Debtors must obtain Court
approval of their disclosure statement; prepare for the voting
and claims resolution processes; and obtain exit financing
necessary to consummate the Plan.

The Debtors say they need more time to make fully informed
decisions concerning removal of the State Court Actions.

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 Corporation 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.

The Debtors' submitted a Joint Chapter 11 Plan of Reorganization
and Disclosure Statement explaining that Plan on Jan. 31, 2007.


SONIC CORP: S&P Withdraws BB- Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Rating Services withdrew its 'BB-' corporate
credit rating on Sonic Corp. as all of the company's debt is
securitized.  The securitized debt was issued by Sonic Capital
LLC.  The ratings on that securitized debt for class A-1 is
'AAA' and class A-2 is 'AAA'.

Sonic Corp. disclosed its results for the first quarter of
fiscal 2007, which ended Nov. 30, 2006.

Highlights of the company's performance included:

   -- System-wide same-store sales growth of 3.4%;

   -- The opening of 37 new drive-ins versus a total of 33 in
      the first quarter last year;

   -- A 9% increase in total revenues to US$174.8 million from
      US$159.8 million in the prior-year period;

   -- An 11% increase in income from operations to US$30.5
      million from US$27.6 million in the year-earlier period;
      and

   -- Lower net income for the quarter, down 7% to US$15.3
      million from US$16.4 million for the first quarter last
      year, because of higher interest and debt extinguishment
      expenses that are reflected in the US$5.7 million increase
      in net interest expense.

Sonic Chairperson and Chief Executive Officer Clifford Hudson
commented, "We are pleased to report that the opening quarter of
fiscal 2007 reflected continued momentum in our operations and
significant achievements by the company to enhance long-term
stockholder value.  Operationally, we were gratified to see our
top-line momentum continue, underscoring the ongoing success of
sales-driving strategies that helped push same-store sales 3.4%
higher -- near the high end of our long-term target range.
Likewise, we witnessed healthy drive-in expansion with a 12%
increase in the number of new restaurants opened versus the same
quarter last year.  Drawing on our strong balance sheet and
solid cash flows, we also completed a series of transactions
during the first quarter that resulted in repurchases of
approximately 20% of our previously outstanding stock.  These
steps provided immediate and direct benefits for selling
stockholders while enhancing Sonic's ability to deliver stronger
earnings growth over the long term."

Revenues for the first fiscal quarter 2007 rose 9% to US$174.8
million from US$159.8 million in the year-earlier period, with
the year-over-year increase reflecting higher same-store sales,
new unit growth, and higher franchising income related to new
franchise drive-in development as well as the company's
ascending royalty rate.

Net income declined 7% to US$15.3 million in 2007, compared to
US$16.4 million in 2006.

Sonic's system-wide same-store sales increased 3.4% during the
first quarter 2007, versus 4.7% in the year-earlier period,
reflecting a 4% increase at franchise drive-ins and a 0.6%
increase at partner drive-ins.

Sales at franchise drive-ins have continued to benefit from the
implementation of Sonic's PAYS program (credit card terminals at
each drive-in stall), which has been in place for more than a
year at partner drive-ins.

The rollout of PAYS to franchise drive-ins, which began in
February 2005 and now extends to over 90% of Sonic's eligible
drive-ins versus 50% in the year-earlier quarter, is expected to
have an ongoing positive impact on franchisee same-store sales
over the remainder of calendar 2007.

During the first quarter 2007, Sonic opened 37 new drive-ins,
including 34 franchise drive-ins, compared with a total of 33 in
the year-earlier period, which included 30 by franchisees.

Sonic anticipates opening a total of 180 to 200 new drive-ins in
fiscal 2007, including approximately 150 to 160 by franchisees.

"Sonic continues to benefit from a multi-layered approach to
overall growth and profitability," Mr. Hudson said.  "Our
system-wide marketing expenditures are on track to exceed US$160
million this year, an increase of more than 10% over fiscal 2006
expenditures, and will maintain our increased focus on national
cable advertising.  New product news also remains key to our
sales results, helping keep Sonic relevant and compelling to
consumers and building sales in our non-traditional day parts
such as mornings, afternoons and evenings.  These initiatives,
together with the ongoing positive impact of our PAYS program,
continue to represent strong drivers that produced solid same-
store sales growth again this quarter."

"Importantly, these favorable sales trends have extended into
December, with estimated system-wide same- store sales above our
2% to 4% long-term growth target.  While the second quarter is
typically our most volatile, due to the possibility of inclement
weather conditions, we are pleased to begin the quarter with
solid sales momentum," Mr. Hudson said.

Mr. Hudson pointed out that Sonic's multi-layered strategies
also have provided direct benefits for the company's franchisees
and partners in the form of higher average unit volumes and
drive-in level profits.

Both of these measures reached record levels in fiscal 2006 and
continued to increase in the first quarter.  "These higher
returns are tangible and compelling incentives that should
continue to fuel our expansion and help sustain our momentum in
fiscal 2007," Mr. Hudson stated.

Mr. Hudson noted also that the company continued to implement
its new retrofit program in the first quarter, completing the
retrofit of 13 partner drive-ins.

Sonic began testing its new retrofit look in 2003 and, while
certain elements of the new look have been implemented in
approximately 130 partner drive-ins, fewer than one-half of the
drive-ins retrofitted to date have the final and complete
version.

The company plans to roll out the retrofit program to an
additional 135 partner drive-ins this fiscal year.  In January
2007, Sonic also will begin to extend the program to franchise
drive-ins and expects to complete the retrofit of 250 to 300
franchise drive-ins during fiscal 2007.

During the first quarter of fiscal 2007, Sonic repurchased a
total of US$405.9 million of its common stock, including
US$366.1 million repurchased through its tender offer.

To fund the tender offer, the company negotiated a new
US$586 million credit agreement, including a US$100 million,
five-year revolving credit facility and a US$486 million, seven-
year term loan facility.

On Dec. 20, 2006, Sonic completed an US$800 million securitized
financing in the form of US$600 million of fixed-rate senior
notes and US$200 million of variable-rate notes to refinance the
Bank Loan.

Sonic expects that the fixed-rate notes will have an effective
weighted average fixed interest rate on a GAAP basis of
approximately 5.9%, after giving effect to hedging arrangements
entered into in contemplation of the transaction.

Loan origination costs will add an additional 80 basis points to
interest expense, producing an overall weighted average interest
cost of 6.7% on the fixed-rate notes.

Interest on the variable-rate notes will be payable at per annum
rates equal to LIBOR plus 105 basis points.  Sonic has not drawn
on the variable notes to date and will pay a commitment fee of
0.5% on the unused portion of the variable notes facility.

At Nov. 30, 2006, the company's balance sheet showed US$652.456
million in total assets, US$651.828 million in total
liabilities, and US$628,000 in total stockholders' equity.

The company's stockholders' equity stood at US$391.693 million
at Aug. 31, 2006.

The company's balance sheet at Nov. 30, 2006, showed strained
liquidity of US$18.848 million due to low total current assets
of US$54.365 million available to pay total current liabilities
of US$73.213 million.

                      About Sonic Corp.

Sonic Corp. (Nasdaq: SONC) -- http://www.sonicdrivein.com/--
Is America's Drive-In.  It originally started as a hamburger and
root beer stand in 1953 in Shawnee, Okla., called Top Hat Drive-
In, and then changed its name to Sonic in 1959.  The first
drive-in to adopt the Sonic name is still serving customers in
Stillwater, Okla.  Sonic has more than 3,200 drive-ins coast to
coast and in Mexico, where more than a million customers eat
every day.


USINAS SIDERURGICAS: Investing US$4.7B to Hike Steel Production
---------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais SA is investing up to US$4.7
billion to advance its annual steel production, which includes a
2.2 million metric ton expansion at its Ipatinga steelworks, the
Associated Press reports.

In a regulatory filing, the company stated that its board
granted the Ipatinga expansion in Central Brazil for US$2
billion.  The construction would start immediately with an
expected completion date in 2010 or 2011, AP says citing
Usiminas as saying.

AP relates that the company would also build a 750,000 metric-
ton-a-year coke plant at Ipatinga to supply the steelworks.
Japan Bank for International Cooperation has provided a US$240
million loan to build the coke plant.

According to the report, the company expressed interest for a
separate 3 million-metric ton expansion project amounted to
US$2.7 billion but noted that its Cubatao steelworks expansion
in the southeastern Brazilian state of Sao Paulo was the first
option.

Usiminas shares were up 2.5 percent on Sao Paulo's Bovespa
exchange after the announcement, AP says.

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

                        *     *     *

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




=================
N I C A R A G U A
=================


* NICARAGUA: Venezuela to Help Build Nation's US$2.5B Oil Plant
---------------------------------------------------------------
News agency Agencia Bolivariana de Noticias reports that the
Venezuelan government will help Nicaragua construct a US$2.5-
billion oil refinery.

Agencia Bolivariana relates that the 150,000 barrels per day
refinery will be situated on Nicaragua's western coast.

President Chavez commented to Agencia Bolivariana, "This is
where we are going to build the refinery to bring Venezuelan
crude and process it."

According to Agencia Bolivariana, the plant will take up to four
years to construct.

Edwin Castro, a legislator from the Nicaraguan Sandinista party,
told Business News Americas that the plant would break the
"monopoly" of ExxonMobil unit Esso, which owns the only refinery
in Nicaragua.

The plant would solve Nicaragua's fuel problems and allow it to
become an oil derivatives-exporting country, Business News
Americas relates, citing President Chavez.

                        *     *     *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




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


CHIQUITA BRANDS: Posts US$95.9MM Net Loss in Year Ended Dec. 31
---------------------------------------------------------------
Chiquita Brands International Inc. reported a net loss of
US$95.9 million on net sales of US$4.499 billion for the year
ended Dec. 31, 2006, compared with net income of US$131.4
million on net sales of US$3.904 billion for the year ended
Dec. 31, 2005.

The increase in net sales resulted from the acquisition of
Fresh Express in June 2005.

The operating loss for 2006 was $28 million, compared to
operating income of US$188 million for 2005.  The 2006 results
included a US$43 million goodwill impairment charge related to
Atlanta AG and a US$25 million charge related to a potential
settlement of a previously disclosed U.S. Department of Justice
investigation.  Operating income for 2005 included flood costs
of US$17 million related to Tropical Storm Gamma and a US$6
million charge related to the consolidation of fresh-cut fruit
facilities in the Midwestern United States.

Operating results in 2006 were significantly affected by
regulatory changes in the European banana market, which resulted
in lower local pricing and increased tariff costs, and by higher
fuel and other industry costs.  Comparisons to 2005 are also
affected by the fact that 2005 was an unusually good year for
banana pricing in Europe.

The Fresh Cut segment was significantly affected by consumer
concerns regarding the safety of packaged salad products, after
discovery of E. coli in certain industry spinach products in
September 2006 and the resulting investigation by the U.S. Food
and Drug Administration.

Interest income in 2006 was US$9 million, compared to US$10.2
million in 2005.  Interest expense in 2006 was US$85.7 million,
compared to US$60.3 million in 2005.  The increase in interest
expense was due to the full-year impact of the Fresh Express
acquisition financing.  Fresh Express was acquired in June 2005.

Other income was US$6.3 million in 2006 compared to other
expense of US$3 million in 2005.  Other income in 2006 included
a US$6 million gain from the sale of the company's 10% ownership
in Chiquita Brands South Pacific, an Australian fresh produce
distributor.  In 2005, other expense included US$3 million of
financing fees, primarily related to the write-off of
unamortized debt issue costs for a prior credit facility and
US$2 million of charges for settlement of an indemnification
claim relating to prior periods, partially offset by a US$1
million gain on the sale of Seneca Foods Corp. preferred stock
and a US$1 million gain from an insurance settlement.

Income taxes were a US$2 million benefit for 2006, compared to
expense of US$3 million in 2005.  Income taxes for 2006 include
benefits of US$10 million primarily from the resolution of tax
contingencies in various jurisdictions and a reduction in
valuation allowance.  In addition, the company recorded a tax
benefit of US$5 million as a result of a change in German tax
law. Income taxes for 2005 included benefits of US$8 million
primarily from the resolution of tax contingencies and reduction
in the valuation allowance of a foreign subsidiary due to the
execution of tax planning initiatives.

                 Goodwill Impairment Charge

During the 2006 third quarter, due to a decline in Atlanta AG's
business performance in the period following the implementation
of the new EU banana import regime as of Jan. 1, 2006, the
company accelerated its testing of the Atlanta AG goodwill and
fixed assets for impairment.  As a result of this analysis, the
company recorded a goodwill impairment charge in the 2006 third
quarter for the entire goodwill balance of US$43 million.

           U.S. Department of Justice Investigation

In April 2003 the company voluntarily disclosed to the U.S.
Department of Justice that its banana-producing subsidiary in
Colombia, which was sold in June 2004, had made payments to
certain groups in that country which had been designated under
United States law as foreign terrorist organizations.  Following
this disclosure, the Justice Department undertook an
investigation, including consideration by a grand jury.

During the fourth quarter of 2006, the company commenced
discussions with the Justice Department about the possibility of
reaching a plea agreement.  As a result of these discussions,
and in accordance with the guidelines set forth in SFAS No. 5,
"Accounting for Contingencies," the company recorded a charge of
US$25 million in its financial statements for the quarter and
year ended Dec. 31, 2006.  This amount reflects liability for
payment of a proposed financial sanction contained in an offer
of settlement made by the company to the Justice Department.

At Dec. 31, 2006, the company's balance sheet showed
US$2.738 billion in total assets, US$1.867 billion in total
liabilities, and US$870.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b67

                Liquidity and Capital Resources

The company's cash balance was US$65 million at Dec. 31, 2006,
compared to US$89 million at Dec. 31, 2005.

Operating cash flow was US$15 million in 2006, compared to
US$223 million in 2005.  The decrease in operating cash flow for
2006 was primarily due to a significant decline in operating
results.

Capital expenditures were US$61 million for 2006 and US$43
million for 2005.  The increase in 2006 was partially due to the
full year impact of the acquisition of Fresh Express, which
occurred in June 2005.  The 2005 capital expenditures included
US$12 million related to Fresh Express subsequent to the
acquisition.

Total debt at both Dec. 31, 2006 and 2005, was US$1 billion.

The company and Chiquita Brands L.L.C., the main operating
subsidiary of the company, are parties to an amended and
restated credit agreement with a syndicate of bank lenders for a
senior secured credit facility, which consists of a US$200
million revolving credit facility, a US$125 million term loan,
and a US$375 million term loan.

At Dec. 31, 2006, US$44 million of borrowings were outstanding
under the Revolving Credit Facility and US$31 million of credit
availability was used to support issued letters of credit,
leaving US$125 million of credit available.

                    About Chiquita Brands

Cincinnati, Ohio- based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- operates as an
international marketer and distributor of bananas and other
fresh produce sold under the Chiquita and other brand names in
over 70 countries including Panama, Philippines, Australia,
Belgium, Germany, among others.  It also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.

Moody's Investors Service downgraded the ratings for Chiquita
Brands L.L.C., as well as for its parent Chiquita Brands
International, Inc. Moody's said the outlook on all ratings is
stable.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.




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


COVENTRY HEALTH: Issues US$400-Mil. New Senior Unsecured Notes
--------------------------------------------------------------
Coventry Health Care Inc. has priced a US$400 million offering
of 5.95% coupon rate senior unsecured notes due 2017.  The notes
will rank equal in right of payment to all of Coventry's
existing and future senior debt, including its existing 5.875%
senior notes due 2012, 6.125% senior notes due 2015, and
existing credit facility.

Standard & Poor's Rating Services assigned its "BBB" senior
unsecured debt rating and Moody's Investors Service assigned its
"Ba1" senior unsecured debt rating to the notes.  Coventry will
use the net proceeds of the offering for general corporate
purposes, which may include retiring existing indebtedness,
acquisitions (including its planned acquisition of the workers'
compensation managed care services businesses of Concentra),
repurchases of our capital stock, additions to working capital
and capital expenditures.  Citigroup Global Markets Inc. and
J.P. Morgan Securities Inc. acted as Joint Bookrunners and Banc
of America Securities LLC and Deutsche Bank Securities, Inc.
acted as Co-Managers.

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.

                        *     *     *

Moody's Investors Service recently has assigned a Ba1 senior
unsecured debt rating to Coventry Health Care, Inc.'s issuance
of US$400 million of new long-term debt.  The outlook on the
rating is positive.

Coventry Health Care, Inc.'s 5-7/8% Senior Notes due 2012 carry
Moody's Investors Service's 'Ba1' rating and Fitch's 'BB'
rating.


COVENTRY HEALTH: Moody's Assigns Ba1 Rating on US$400MM New Debt
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior unsecured
debt rating to Coventry Health Care, Inc.'s issuance of US$400
million of new long-term debt.  The outlook on the rating is
positive.

Coventry Health plans to use the net proceeds to refinance
US$170.5 million of existing debt, partially fund the
acquisition of the workers' compensation-managed care service
business from Concentra, Inc., and for general corporate
purposes.  Moody's notes that with the additional debt,
Coventry's financial leverage (where debt includes operating
leases) and interest coverage metrics remain consistent with
expectations for its current ratings (debt to capital of 25% to
30%, and EBIT to interest coverage of 12x to 15x), although
future debt capacity within the rating category may be somewhat
reduced.

On Oct. 6, 2006, Moody's affirmed Coventry's ratings and changed
the outlook on the ratings to positive.  The rating action
reflected Coventry's continued improvement in after-tax earnings
margin, its increased capital strength, enhanced levels of cash
flow from both regulated and unregulated sources and continued
progress made in the integration of First Health.  Another
driver of the outlook change, according to the rating agency,
was the company's M&A strategy, which is now focused on
developing a national diversified benefits company by expanding
in key markets, adding specialty businesses, and building core
competencies for existing products.

Coventry Health Care, Inc. reported medical membership of 2.5
million and Part D Medicare membership of approximately 690,000
as of Dec. 31, 2006.  The company reported net income of US$560
million on revenues of approximately US$7.8 billion for the full
calendar year 2006.

                       About Coventry

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.


DORAL FINANCIAL: Subsidiary Sold to New York Commercial Bank
------------------------------------------------------------
Doral Bank, FSB, Doral Financial Corp.'s wholly owned New York
City-based thrift subsidiary, entered into a definitive purchase
and assumption agreement with New York Commercial Bank, the
commercial bank subsidiary of New York Community Bancorp,
pursuant to which New York Commercial Bank agreed to acquire
Doral Bank's 11 existing branches in New York City.

Pursuant to the terms of the agreement, New York Commercial Bank
will assume certain of Doral Bank's assets and liabilities,
including deposits of approximately US$370 million.  The
purchase price for the transaction will be equal to the
difference between the value of the assets sold and the
liabilities assumed as of the closing date, plus a deposit
premium of approximately 4% of the deposits assumed as of the
closing date.  The transaction is expected to result in a pre-
tax profit to Doral Bank of approximately US$10 million.
Following the consummation of the transaction, Doral Financial
intends to request the authorization of the Office of Thrift
Supervision to distribute a substantial portion of Doral Bank's
capital to Doral Financial.  Doral Bank New York is organized
under a federal thrift charter and operates independently of
Doral Bank Puerto Rico, Doral Financial's principal banking
subsidiary.

Commenting on the transaction, Glen R. Wakeman, Chief Executive
Officer of Doral Financial, stated, "The sale of Doral Bank -
New York's branches will allow us to focus our efforts on our
well capitalized core Puerto Rico banking operations and improve
our liquidity as we continue to strengthen our franchise for the
benefit of our customers, employees and shareholders." In
addition, Mr. Wakeman noted, "We have structured the transaction
in a way that will allow us to retain Doral Bank - New York's
charter.  We saw a unique opportunity to exit this non-core
operation in a favorable market without losing the strategic
value of our federal charter."

Mr. Wakeman also noted "New York Commercial Bank is a solid
institution that we anticipate will continue to provide
excellent service to Doral Bank NY's customers.  We thank Doral
Bank NY's employees and customers for their loyalty over the
years."

The transaction, which is subject to regulatory approval and
other customary conditions, will be completed early in the third
quarter of 2007.

Credit Suisse acted as the sole financial advisor to Doral
Financial in connection with this transaction.

           About New York Community Bancorp Inc.

New York Community Bancorp Inc. The Group's principal activities
are to accept retail deposits and originate multi-family
mortgage loans, primarily on rent-controlled and rent-stabilized
buildings in New York City. It serves its customers through a
network of 166 banking offices in New York City, Long Island,
Westchester County and Northern New Jersey. The Group operates
through seven divisions: Queens County Savings Bank, Roslyn
Savings Bank, Richmond County Savings Bank, Roosevelt Savings
Bank, CFS Bank, First Savings Bank of New Jersey and Ironbound
Bank. The deposits consist of savings accounts, certificates of
deposit (CDs), NOW and money market accounts and non-interest-
bearing demand deposit accounts. In addition to multi-family
loans on rent-controlled and rent-stabilized buildings, the loan
portfolio consists of commercial real estate, construction and
one-to-four family loans. On 28-Apr-2006, the Group acquired
Atlantic Bank of New York.

                 About Doral Financial Corp.

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank, Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm, Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 8, 2007, Moody's Investors Service downgraded to B2 from B1
the senior debt ratings of Doral Financial Corp.  Moody's said
the ratings are on review for possible downgrade.

Downgrades:

Issuer: Doral Financial Corp.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded
      to B2 from B1.

Outlook Actions:

Issuer: Doral Financial Corp.

   -- Outlook, Changed To Rating Under Review From Negative.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 8, 2007, Standard & Poor's Ratings Services lowered its
long-term ratings on Doral Financial Corp., including the
counterparty credit rating, to 'B' from 'B+'.

Standard & Poor's said the outlook remains negative.




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


DIGICLE LTD: Mobile Phone Rates Higher Than Most of Its Rivals
--------------------------------------------------------------
A market analysis conducted by Signals Telecom Consulting, the
telecommunications and technology consultant, indicated that
Digicel Ltd.'s pre-paid mobile phone rates across the Caribbean
are higher compared to most of its competitors, The Trinidad
Guardian reports.

The Guardian relates that the perception of Digicel having the
most competitive rates still persists.  However, the study
showed that the operator doesn't offer the lowest rates for
prepaid mobile telephone in most of its markets.

According to The Guardian, bmobile -- Digicel's rival mobile
provider in Trinidad & Tobago -- hired Dr. John Hunter of Hunter
Associates to conduct a study showing price differences between
the two providers.

The Guardian emphasizes that DR. Hunter's report indicated that
if a typical bmobile client transferred to Digicel, they would
have to pay more.  The report said that Digicel is more
expensive by 26% for a lower spending bmobile subscriber.

Digicel officials rejected the findings, The Guardian notes.

Digicel public relations manager Kevin Garcia told The Guarcian
that the firm's entry into the Caribbean market has forced its
rival's rates to be reduced by as much as 40%.  Mr. Garcia also
said that Digicel had the best value.

"We believe Digicel is the clear operator of choice in the
Caribbean because we continue to deliver on customer needs-a
high quality service underpinned by the best network, 24/7
customer care, competitive rates and the most innovative
promotions," Mr. Garcia said in a statement.

Digicel Ltd. 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,
Bermuda, 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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.

                        *    *    *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Ltd.'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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2007, Moody's Investors Service lowered the corporate
family rating of Digicel Limited to B3 from B1, affirmed its
existing senior unsecured rating at B3 and assigned a Caa2
rating to the proposed US$1.4 billion Notes Issue of Digicel
Group Limited, which is now the corporate family's ultimate
parent.  At the same time, Moody's said it would move the
corporate family rating to Digicel Group from Digicel Ltd.
Moody's said the outlook is stable.




=============
U R U G U A Y
=============


PARMALAT SPA: Paraguay Unit Under Probe over Poisoning Incident
---------------------------------------------------------------
Paraguayan authorities are investigating Parmalat Paraguay, a
unit of Parmalat S.p.A., following cases of food poisoning in
Alto Parana, Paraguay, Bloomberg News reports.

As reported on March 16, Parmalat Paraguay recalled a batch of
pasteurized milk linked to more than 400 cases of food poisoning
in the Latin American country.  Patients reported symptoms that
include vomiting and diarrhea several hours after drinking the
milk.

The Health Ministry's National Food and Nutrition Institute had
requested shops to take Parmalat's milk off from shelves.

Elsi Ovelari, the institute's general director, told Bloomberg
News that health officials are inspecting Parmalat's plant and
are trying to determine what caused the contamination of the
milk.  Ms. Ovelari revealed that following an analysis of the
milk, the Health Ministry found the existence of a bacteria.

Ms. Ovelari said health officials and Parmalat Paraguay
executives will meet Mar. 18 to discuss the incident.

                       About Parmalat

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

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

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

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

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

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.




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


DAIMLERCHRYSLER AG: Equity Groups Want Bernhard as Advisor
----------------------------------------------------------
Some private equity groups want Former Volkswagen AG Chairman
Wolfgang Bernhard to act as adviser for a consortium seeking to
acquire DaimlerChrysler AG's Chrysler Group, John Reed writes
for the Financial Times.

The report says that Mr. Bernhard, who is deemed a potential
asset for aspiring Chrysler investors, was previously the unit's
chief operating officer before he moved to Volkswagen in 2005.

A source involved in the bidding process said Cerberus Capital
Management, Carlyle, Apollo Management, and Ripplewood could all
submit proposals, FT states.

According to reports, a detailed sales prospectus for Chrysler
Group bidders should be completed soon, the first step toward a
potential sale that would unwind the 1998 merger that created
DaimlerChrysler.

                    About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


DAIMLERCHRYSLER AG: Workers Opt for More Jobs Over Pay Cuts
-----------------------------------------------------------
Workers at a DaimlerChrysler AG plant in Ontario, Canada, agreed
to a CDN5,000 pay cut in exchange for a CDN700 million
investment by Chrysler Group, Rick Eglinton writes for Toronto
Star.

Bob Chernecki, assistant to Canadian Auto Workers president Buzz
Hargrove, told The Star that Chrysler's investment would allow
the plant to produce more variety of vehicles, which would
subsequently ensure the plant's competitiveness in a volatile
market.

Majority of workers in the Brampton plant, representing 78
percent of CAW production employees and 95 percent of skilled
trades members, agreed on March 11 to give up a paid premium
that amounts to about 48 minutes a day, which is roughly CDN125
a week, Joe Schneider of Bloomberg News says.  This would come
into effect when the new investment is put into the Brampton
plant, The Star adds.  About 4,200 workers of the Brampton plant
are currently receiving an average pay of between CDN30 to CDN35
an hour.

The concessions, Bloomberg relates, would save DaimlerChrysler
between CDN25 million and CDN30 million annually.

Aside from the elimination of shift premiums, the concessions
would also allow for:

   -- the outsourcing of 44 janitorial staff; and

   -- the outsourcing of work done by lift- truck and mobile
      equipment repair workers.

Chrysler earlier disclosed plans to introduce the full-sized
Chrysler Imperial before 2017.  The plan is to make the Brampton
assembly plant a flexible factory, capable of building four or
five models at the same time, The Star relates.

The Chrysler plant in Brampton aims to begin production of the
new Challenger muscle car in June in addition to its current
load building the Chrysler 300 sedan, Dodge Magnum wagon and
Charger.

DaimlerChrysler has scheduled a March 14 board meeting to
determine whether to proceed with the upgrade at the Brampton
plant.

                    About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


PETROLEOS DE VENEZUELA: Opens Oil Intelligence Office in Vienna
---------------------------------------------------------------
Petroleos de Venezuela's Minister and President Rafael Ramirez,
on the eve of the 144th Ministerial Meeting of the Organization
of Petroleum Exporting Countries, announced the opening of an
oil intelligence and policy office by the Ministry of Popular
Power for Energy and Petroleum in the city of Vienna, Austria.

"We are opening an oil intelligence and oil policy office in
Vienna.  It has not been yet officially inaugurated, but it has
already started working.  We believe that petroleum-producing
countries need to reinforce our thought.  Consumer countries
have large thought centers where they study their policies with
regards to the use of natural resources," Ramirez indicated.

"We have to put greater emphasis on what our own thought is, our
doctrine as producer countries, our oil policy, a policy that
with the necessary adjustments could be applied to Bolivia,
Ecuador, Angola or Nigeria, in any OPEC or even non-OPEC
country.  The idea behind this center is to be able to share
experiences with brother oil producing countries from such
center, so they pay attention to the different threats hovering
upon us, and that are being designed, with very complex
architectures, from the thought centers of consumer countries,"
he explained.

When referring to the situation of the oil market, PDVSA's
president assured that inventories of crude and oil products are
close to levels lower than the highest ones recorded in recent
years, a fact that has stabilized prices.  "We have already seen
it, as much as oil fluctuates, it always remains around the
level we currently have."

"We are happy with the stabilization.  What we have firmly said
is that oil prices should not be below 54 dollars for the OPEC
basket, because costs have significantly increased, more than
40%.  We believe that there is no surplus production; we believe
OPEC is complying very well with its quota system and that we
have to maintain the current situation, since compliance level
is very high," he indicated.

When he was questioned about Ecuador coming back to OPEC,
Ramirez expressed that Venezuela is paying attention to any
assistance requested by Quito's Government.  "We have held
conversations, they have already started to take administrative
steps for their come back.  The important thing is the political
decision, which we highly value because it indicates that this
country is assuming once again its sovereignty over oil
handling.  The come back to the OPEC is a clear sign of this
orientation," he stated.

On the other hand, when referring to the creation of an OPEC for
gas, the Minister of Energy and Petroleum maintained that
Venezuela, Bolivia and Argentina "signed an agreement to create
an organization of gas producing countries in South America.
This is very important and very interesting because at a sub-
regional level the gas issue has become very important, and we
have decided to come to a first agreement to create these
organizations and start working to regulate prices in this
market in South America."

With regards to ethanol production expansion plans announced by
the United States Government, he denied that this strategy could
be a threat to Venezuela.

"I cannot imagine an ethanol OPEC in the United States.  This is
a topic that seems to us more as a political ruse of President
Bush to try to raise his popularity and image in his own
country, which are very much deteriorated.  It is not a threat
to us; on the contrary, we are diversifying our markets in a
much accelerated way towards Latin America and China; we just
signed an agreement with Japan to supply petroleum for
financing," Mr. Ramirez commented.

"If all plans to use 50 million hectares, water and fertilizers,
not to produce food but to produce gasoline, if all that
nonsense worked, the gasoline world market would barely be
affected between 2% and 5%.  That is nothing, but it would give
the poorest countries on earth a very regrettable role.  In
Venezuela we have a lot of gas and oil, and the land we have we
will use to produce food," affirmed the Minister of Energy and
Petroleum.

Ramirez reminded the audience that next May 1st the Venezuelan
State will have control over the Association Agreements of the
Orinoco Oil Belt, and explained that the transition committees
have already been installed, and that all companies are working
with PDVSA.

                 About Petroleos de Venezuela

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

                        *     *     *

As reported on Nov. 22, 2006, Fitch 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.  Fitch said the
rating outlook is stable.


* VENEZUELA: Mulls Takeover of Acerven
--------------------------------------
The Venezuelan national assembly and the ministry of trade and
industry will consider confiscating steel products maker
Acerven, as requested by the Tinaquillo cooperative steelworkers
association, Business News Americas reports.

Published reports say that Tinaquillo asked the Venezuelan
government seize Acerven to reactivate operations, which were
closed down during the 2002 oil workers strike.  After the
closure, almost 40 Acerven workers formed Tinaquillo to revive
the firm, which produces valves for the oil sector and is the
nation's sole steel castings foundry.  Because of advantages
offered by Acerven, the workers would only need VEB16 billion to
purchase and restart the firm.

However, Acerven president and owner Andres Sosa told BNamericas
that in the case of confiscation, the preferential price offered
to Tinaquillo wouldn't apply, and a professional valuation would
be required that could increase the amount the firm needs to
VEB60 billion from VEB16 billion.

According to the reports, Acerven could supply up to 120 tons of
steel castings for the oil, petrochemicals, steel, aluminum,
railroad, mining and auto industries, sparing the government the
expense of importing the products.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* VENEZUELA: Will Supply Natural Gas to Jamaica by 2009
-------------------------------------------------------
Venezuela's President Hugo Chavez has signed a memorandum of
understanding with Jamaica's Prime Minister Portia Simpson
Miller to supply natural gas to Jamaica by 2009, the Jamaica
Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
March 14, 2007, Trinidad & Tobago Prime Minister Patrick Manning
planned to discuss in a meeting with President Chavez the
possibility of getting natural gas from Venezuela to refine it
and then send to Jamaica.  Trinidad & Tobago had said it
wouldn't honor an MOU to supply Jamaica with liquefied natural
gas.

Jamaican Minister of Industry, Energy and Commerce Phillip
Paulwell commented to The Gleaner, "We were able to approach
Venezuela within the context of Petrocaribe and they have
responded favorably and have indicated that they will have the
amount of gas to supply us to meet the required need of the
bauxite alumina and our electricity generating sectors."

The Gleaner relates that the Petroleum Corporation of Jamaica
will have to conduct infrastructure work for two years at its
refinery to manage the supply of natural gas.

President Chavez told The Gleaner that Venezuela will also
supply Jamaica over two million ton of oil per day.

According to The Gleaner, the Jamaican government is positive
that the oil from Venezuela will be sufficient to supply its
bauxite and energy sectors.

"We are approaching it in the same way as we have done under the
Petrocaribe framework.  The details are to be established later.
The MOU speaks to a team that has now been established
comprising Venezuelan and Jamaican officials who will be
fleshing out the details of other joint ventures that we are
pursuing with them," Minister Paulwell told The Gleaner.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* BOOK REVIEW: Crafting Solutions for Troubled Businesses
---------------------------------------------------------
Full Title: Crafting Solutions for Troubled Businesses: A
            Disciplined Approach to Diagnosing and
            Confronting Management Challenges
Author:     Stephen J. Hopkins and S. Douglas Hopkins
Publisher:  Beard Books
Hardcover:  316 pages
List Price: US$74.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982870/internetbankru
pt

So the first thing to do when dealing with a troubled business
is to find the guilty and lop someone's head off!  Don't be so
quick to react, advise co-authors Stephen J. Hopkins and S.
Douglas Hopkins in their thoughtful, well-researched book,
Crafting Solutions for Troubled Businesses.

The father-son team of Steve and Doug Hopkins are principals of
Kestrel Consulting LLC, a firm they founded in March 2004.

Each has more than 25 years of experience working with troubled
businesses and providing turnaround advisory and interim
management services.

Steve got his first taste of a troubled business when, as chief
financial officer of an 80-year-old chemical company, Bill
Nightingale of Nightingale & Associates assisted him in taking
the company through a Chapter 11 filing.  The company
subsequently emerged from bankruptcy with payment in full to all
creditors.

Steve then joined Nightingale, staying for 23 years and serving
initially as a principal and eventually as president from 1994
to 2000.  Doug began working at Nightingale in 1978 as a part-
time resource for special projects.  After working in this
capacity for 10 years, Steve joined Nightingale full time in the
1980s and became a principal in 1994.  Both Steve and Doug have
served in various C-level roles in troubled companies, including
CEO, CFO, COO, and CRO.

To write this book, the Hopkinses drew upon their vast
experience in dealing with troubled companies.  They took 100 of
the largest projects they have been involved in and applied a
"disciplined analysis" to diagnose problem situations and
produce successful outcomes.

The projects -- helpfully set apart by shaded boxes --
demonstrate the authors' theories and methods in dealing with
troubled businesses.

The authors also analyze some well-known cases like Enron,
WorldCom, and Sunbeam to help the reader connect the dots in a
very real sense and use the book for actionable advice.

The book is divided into five parts:

   1) Conceptual Approach and Key Issues,
   2) Managing the Crisis,
   3) The Diagnosis Process,
   4) Alternatives and Action Plans, and
   5) Lessons Learned in 100 Completed Assignments.

Each part has multiple chapters expanding on these themes, and
each chapter concludes with a recap of what was discussed.  For
speed readers and the time crunched, these recaps are an
excellent way of extracting from the book the essence of what
the authors are advocating.

So what about lopping off that head?  The authors contend that
management's role is much less pivotal than is commonly
believed.

The real issue when working with a troubled business is
determining the viability of the business.  To do that, the
underlying causes must be identified at different stages of the
corporate lifecycle.

The authors categorize troubled businesses as Undisciplined
Racehorses, Overburdened Workhorses, and Aging Mules.  Only
through a step-by-step diagnosis can the core problems be dealt
with.  Pursuing a turnaround may not always be a viable and, in
fact, in only one-third of the 100 cases the authors worked on
did the company achieve a true operational turnaround.

Crafting Solutions to Troubled Businesses should be on the must-
read list of anyone involved in dealing with, consulting for, or
operating a troubled business.


                        ***********


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, Rizande
de los Santos, Christian Toledo, and Junald Ango, Editors.

Copyright 2076.  All rights reserved.  ISSN 1529-2746.

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

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

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


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